[Letterhead of Saratoga Beverage Group, Inc.]
April 17, 1998
Xx. Xxxx X. Xxxx
000 Xxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
Dear Xxxx:
This letter, when executed and returned by you, will constitute a
binding agreement between you and Saratoga Beverage Group, Inc. (the Company )
to resell certain of the shares of the Company s Class A Common Stock, par value
$0.01 per share (the Common Stock ), purchased under that certain Securities
Purchase Agreement dated as of February 12, 1998 between you and the Company
(the First Agreement ) and under that certain Securities Purchase Agreement
dated as of February 25, 1998 between you and the Company (the Second Agreement
); and to modify the Stock Option Agreement dated as of February 4, 1998 between
you and the Company (the Option Agreement ).
You have informed the Company that due to personal reasons you are
not able to serve as a director of the Company and co-chairman of the Board of
Directors (the Board ) of the Company. You and the Company therefore agree that
(i) you will submit to the Company your resignation from the
Board and as co-chairman thereof in the form of Exhibit A hereto;
(ii) you and Xxxxxx Xxxx (who you have informed the Company is
a joint holder with you of all Common Stock held by you) will resell
to the Company 150,000 shares of the total of 175,000 shares of
Common Stock sold to you pursuant to the First Agreement and the
Second Agreement (the Shares ), for a cash purchase price of $2.25
per share (or a total purchase price of $337,500), which price will
be paid to you and Xxxxxx Xxxx simultaneously with the execution
hereof;
(iii) the option to purchase 200,000 shares of Common Stock
which was granted to you pursuant to the Option Agreement will be
amended such that (A) that the number of shares subject to such
option is reduced to 75,000 shares, all of which shall be vested
immediately, (B) the Expiration Date (as defined in the Option
Agreement) is advanced to February 3, 2003, (C) the condition set
forth in the last sentence of Paragraph 1(b) that the Option granted
thereby will cease to be exercisable when you no longer serve as a
director of the Company shall be deleted and (D) Paragraph 8(a) will
be replaced in its entirety with the following: The Company shall,
in connection with its presently contemplated registration statement
on Form S-8 under the Securities Act, cause to register all the
75,000 Shares which are the subject of the Option (the Piggyback
Registration ), which Piggyback Registration shall be effected prior
to July 15, 1998. Such amendments detailed in the foregoing clauses
(A) through (D) shall not be considered as amending or modifying any
Xx. Xxxx X. Xxxx
April 17, 1998
Page Two
other terms of the Option Agreement (a copy of the amended and restated Option
Agreement is attached hereto as Exhibit B, which amended Option Agreement will
be executed by the parties simultaneously herewith).
In connection with the sale of the Shares pursuant to (ii) above,
you and Xxxxxx Xxxx agree to deliver to the Company, against payment therefor,
certificates representing the Shares, duly endorsed for transfer. You and Xxxxxx
Xxxx hereby represent and warrant to the Company that you remain the sole owners
of the Shares, free and clear of all liens, claims, and encumbrances.
Please indicate your agreement to the foregoing by signing and
returning to me a copy of this letter. Upon such execution and delivery and the
execution and delivery hereof by Xxxxxx Xxxx, and delivery of all consideration
contemplated to be delivered hereunder, this will become and valid and binding
agreement among you, Xxxxxx Xxxx and the Company.
Very truly yours,
/s/ Xxxxx Xxxxxx
-------------------------------
Xxxxx Xxxxxx, President
Accepted and agreed:
/s/ Xxxx X. Xxxx
------------------------
Xxxx X. Xxxx
/s/ Xxxxxx Xxxx
------------------------
Xxxxxx Xxxx
