SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT, dated this 17th day of April, 1998
between Xxxx X. Xxxx and Xxxxxx Xxxx, with an address of 000 Xxxxxx Xxxx, Xxxxx
Xxxxxx, XX 00000 (collectively, the Sellers ) and Steel Partners II, L.P., a
Delaware limited partnership with its address at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
XX 00000 (the Purchaser ).
WHEREAS, the Sellers are holders of 25,000 shares of Class A Common
Stock, par value $0.01 per share, of Saratoga Beverage Group, Inc. (the Shares
); and
WHEREAS, the Sellers desire to sell, and the Purchaser desires to
purchase, the Shares;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. The Sellers, jointly and severally, hereby agree to sell the
Shares to the Purchaser for a cash purchase price of $2.25 per share (or a total
purchase price of $56,250), which price will be paid to the Sellers.
2. The Sellers agree to deliver to the Purchaser, against payment
therefor, certificates representing the Shares, duly endorsed for transfer. The
Sellers hereby represent and warrant to the Purchaser that they are the sole
owners of the Shares, free and clear of all liens, claims, and encumbrances.
3. The Purchaser acknowledges that it has been informed that the
Shares have not been registered under the Securities Act of 1933, as amended, or
under the securities laws of any state, and may not be transferred in the
absence of such registration or an exemption from the requirements thereof.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of the date first above written.
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Steel Partners II, L.P.
By: Steel Partners, LLC
By:/s/ Xxxxxx Xxxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxxx
Managing Member
