Exhibit 21 2 RESTATED AGREEMENT AND PLAN OF MERGER By and AmongAgreement and Plan of Merger • November 5th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • Delaware
2- 3 performing any of its material obligations under this Agreement and would not have a Material Adverse Effect.Securities Purchase Agreement • May 11th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
SARATOGA BEVERAGE GROUP, INC. REGISTRATION RIGHTS AGREEMENT ----------------------- Dated as of January 5, 2000 ----------------------- TABLE OF CONTENTSRegistration Rights Agreement • January 21st, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 26th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • Delaware
EXHIBIT G SARATOGA BEVERAGE GROUP, INC. STOCKHOLDERS AGREEMENT ----------------------- Dated as of January 5, 2000 ----------------------- TABLE OF CONTENTSStockholders Agreement • January 21st, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
Exhibit-3 3 Lender or its designee a warrant (the "Warrant"), which shall be in the form annexed hereto as Exhibit C.Security Agreement • March 20th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
1 EXHIBIT 10.26(11) LETTER AGREEMENT DATED OCTOBER 13, 1998 BETWEEN THE COMPANY AND STEVEN SMITHLetter Agreement • November 5th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of January 28, 1999, by and between SARATOGA BEVERAGE GROUP, INC., a Delaware corporation (the "Company"), and ROBIN PREVER (the "Executive"). WHEREAS, the Executive has been employed by the Company...Employment Agreement • March 31st, 1999 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
1 EXHIBIT 10.28Stock Option Agreement • May 11th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • Delaware
1 EXHIBIT 10.18b TERMINATION AGREEMENT DATED JANUARY 31, 1997 BY AND BETWEEN THE COMPANY AND TRIARC 2 TERMINATION AGREEMENTTermination Agreement • April 15th, 1997 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
Exhibit 89 2 STOCKHOLDER AGREEMENTStockholder Agreement • November 5th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • Delaware
Exhibit 82 3 regardless whether Saratoga determines to make use of the full 1,000 hours of time available, except that this consulting relationship may be terminated for cause (defined as (i) conviction of a felony or crime involving moral turpitude,...Letter Agreement • November 5th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters
1 EXHIBIT 10.29Securities Purchase Agreement • May 11th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
CREDIT AGREEMENTCredit Agreement • March 31st, 1999 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • Florida
WITNESSETH:Employment Agreement • December 24th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
4 2 "person" means an individual, corporation, partnership, joint venture, person, trust, estate, association or other entity.Securities Purchase Agreement • June 25th, 1997 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
ARTICLE ONE BASIC TERMSSaratoga Beverage Group Inc • December 24th, 1998 • Bottled & canned soft drinks & carbonated waters
EXHIBIT 10.33 AGREEMENT OF LEASE AGREEMENT made as of this 24th day of November, 1997, by and between 280 WILSON AVENUE ASSOCIATES, L.L.C., A LIMITED LIABILITY COMPANY OF THE STATE OF NEW JERSEY, with offices at c/o Pantheon Properties, 110 East 59th...Agreement of Lease • December 24th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters
ORANGE JUICE GRAPEFRUIT JUICE PINK LEMONADE LIMEADE LEMON JUICE LIME JUICE OTHER FRESH JUICE PRODUCTSAgreement • December 24th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • Illinois
Exhibit 8 2 MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • August 8th, 1997 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
EXHIBIT 10.22Manufacturing and Distribution Agreement • November 12th, 1996 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
17(c)(17) OPTIONHOLDER EARNOUT AGREEMENT OPTIONHOLDER EARNOUT AGREEMENT (this "Agreement") is dated as of June 9, 2000, between Saratoga Beverage Group, Inc., a Delaware corporation (the "Company"), and MARC CRAEN (the "Optionholder"). WHEREAS, the...Optionholder Earnout Agreement • June 20th, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of January 5, 2000, by and between SARATOGA BEVERAGE GROUP, INC., a Delaware corporation (the "Company"), and ROBIN PREVER (the "Executive"). WHEREAS, the Executive has been employed by the Company...Employment Agreement • January 21st, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
RESTATED VOTING, STANDSTILL AND PROXY AGREEMENT This Restated Voting, Standstill and Proxy Agreement (the "Agreement") is made and entered into as of October 13, 1998 by and among THE FRESH JUICE COMPANY, INC., a Delaware corporation (the "Company"),...Standstill and Proxy Agreement • October 26th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • Delaware
NONCOMPETITION AGREEMENT This AGREEMENT, is entered into as of this 5th day of January 2000, by and between SARATOGA BEVERAGE GROUP, INC., a Delaware corporation (the "Company") and ROBIN PREVER (the "Shareholder"). W I T N E S S E T H : WHEREAS,...Noncompetition Agreement • January 21st, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
EXHIBIT 10.31 EMPLOYMENT AGREEMENT AGREEMENT made this 31st day of March, 1996 by and between Steven M. Bogen residing at 81 Dahlia Street, Staten Island, New York 10312 (the "Employee") and The Fresh Juice Company, Inc., a Delaware corporation whose...Employment Agreement • December 24th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New Jersey
17(c)(8) EARNOUT AGREEMENT Earnout Agreement, dated as of June 9, 2000, between Saratoga Beverage Group, Inc., a Delaware corporation (the "Company"), and STEVEN BOGEN (the "Stockholder"). WHEREAS, the Company and the Stockholder are parties to the...Earnout Agreement • June 20th, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
EXHIBIT 10.1 AMENDED AND RESTATED AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2000 (the "Restated Amendment"), among NCP-SBG, L.P., a Delaware limited partnership ("Purchaser"), NCP-SBG...Stock Purchase Agreement and Agreement and Plan of Merger • June 13th, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
17(c)(10) EARNOUT AGREEMENT Earnout Agreement, dated as of June 9, 2000, between Saratoga Beverage Group, Inc., a Delaware corporation (the "Company"), and STEEL PARTNERS II, L. P. (the "Stockholder"). WHEREAS, the Company and the Stockholder are...Earnout Agreement • June 20th, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
CONSULTING AGREEMENT This CONSULTING AGREEMENT, dated as of January 5, 2000 (the "Agreement"), by and between Saratoga Beverage Group, Inc., a Delaware corporation (the "Company"), and North Castle Partners, L.L.C. ("North Castle"), W I T N E S S E T...Consulting Agreement • January 21st, 2000 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
LINE OF CREDIT TO THE COMPANY FROM ROBIN PREVER AND ANTHONY MALATINO Exhibit 13 2 April 10, 1997Saratoga Beverage Group Inc • May 13th, 1997 • Bottled & canned soft drinks & carbonated waters
2- 3 the Option which such person then wishes to purchase and shall be accompanied by such documentation, if any, as may be required by the Company as provided in Paragraph 7 below and be accompanied by payment of the aggregate Option price. Such...And Restated Stock Option Agreement • May 11th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • Delaware
Exhibit 2 2 BOTTLING AGREEMENTBottling Agreement by And • May 13th, 1997 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • New York
SARATOGA BEVERAGE GROUP, INC. 11 Geyser Road Saratoga Springs, New York 12866Saratoga Beverage Group Inc • December 24th, 1998 • Bottled & canned soft drinks & carbonated waters
AMENDED AND RESTATED STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made and entered into as of the 4th day of February, 1998, and amended and restated as of April 17, 1998, by and between Saratoga Beverage Group, Inc. (the...And Restated Stock Option Agreement • August 7th, 1998 • Saratoga Beverage Group Inc • Bottled & canned soft drinks & carbonated waters • Delaware
