SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of February 25, 1998 by and between Saratoga Beverage Group,
Inc., a Delaware corporation (the "Company"), and Steel Partners II, L.P., a
Delaware limited partnership (the "Purchaser").
WHEREAS, the Company is desirous of selling, and the Purchaser is
desirous of acquiring, 275,000 shares of the Company's Class A common stock,
$.01 par value per share (the "Class A Common Stock"), for a per share purchase
price of $2.25 per share of Class A Common Stock (in the aggregate, the
"Purchase Price");
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Purchaser hereby agree as follows:
1. Purchase And Sale.
1.1 Purchase and Sale of Securities. The Company agrees to sell to the
Purchaser, and upon and subject to the terms and conditions hereof and, in
reliance upon the representations and warranties of the Company, the Purchaser
agrees to purchase from the Company, the Shares for the Purchase Price.
1.2 Closing. The sale of the Shares by the Company to the Purchase
shall take place at a closing (the "Closing"), to be held simultaneously with
the execution of this Agreement (the "Closing Date"). On the Closing Date, the
Company shall deliver to the Purchaser the Shares, free and clear of any pledge,
lien, security interest, mortgage, charge, adverse claim of ownership or use, or
other encumbrance of any kind (each, an "Encumbrances"), against payment of the
Purchase Price. The Company shall cause a certificate evidencing the Shares to
be issued to the Purchaser as soon as practicable after the Closing.
2. Representations and Warranties of the Company.
The Company represents and warrants to the Purchaser as follows:
2.1 Organization and Qualification. The Company is a corporation duly
incorporated, organized, validly existing and in good standing under the laws of
the State of Delaware, and the Company has the requisite corporate power and
authority to own its properties and carry on its business as now being
conducted. The Company is duly qualified as a foreign corporation to do
business, and is in good standing, in each other jurisdiction where the
character of its properties owned or held under lease or the nature of its
activities makes such qualification necessary, except to the extent that any
such failure so to qualify is not reasonably likely, individually or in the
aggregate, to have a change in, or effect on, the business of the Company, as it
is currently
conducted, that is or is reasonably likely to be materially adverse to the
business, prospects, property, condition (financial or otherwise) or operations
of the Company (a "Material Adverse Effect").
2.2 Authorized Capital. The authorized capital stock of the Company
consists of 50,000,000 shares of Class A Common Stock, 2,000,000 shares of the
Company's Class B common stock, $.01 par value per share ("Class B Common
Stock") and 5,000,000 shares of preferred stock, $.01 par value, of the Company.
As of February 9, 1998, 2,407,039 shares of Class A Common Stock, 562,055 shares
of Class B Common Stock and no shares of preferred stock of the Company were
issued and outstanding. As of February 9, 1998, options and warrants exercisable
to purchase 670,841 and 167,680 shares of Class A Common Stock, respectively,
were outstanding, and a promissory note convertible into 428,571 shares of Class
A Common Stock was outstanding.
2.3 Authority. The Company has all necessary corporate power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The Company has taken
all necessary corporate action to authorize the execution, delivery and
performance by it of this Agreement and all other documents or instruments
required to consummate the transactions contemplated hereby. This Agreement has
been duly executed and delivered by the Company and, assuming due authorization,
execution and delivery of this Agreement by the Purchaser, this Agreement
constitutes the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, subject to the effect of any
applicable bankruptcy, reorganization, insolvency (including, without
limitation, all laws relating to fraudulent transfers), moratorium or similar
laws affecting creditors' rights and remedies generally, subject, as to
enforceability, to the effect of general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and subject to the effect of applicable securities laws as to rights to
indemnification.
2.4 Consents; Compliance.
(a) Other than in connection with or in compliance with the
rules of the Nasdaq SmallCap Market applicable to the listing of shares of Class
A Common Stock, the execution and delivery of this Agreement by the Company do
not, and the performance of this Agreement by the Company will not, require any
consent, approval, authorization or other action by, or filing with or
notification to, any governmental or regulatory authority, except where failure
to obtain such consent, approval, authorization or action, or to make such
filing or notification, would not prevent the Company from performing any of its
material obligations under this Agreement and would not have a Material Adverse
Effect.
(b) The execution, delivery and performance of this Agreement
by the Company do not (i) conflict with or violate the charter or by-laws of the
Company, or (ii) except as would not prevent the Company from performing any of
its material obligations under this Agreement and would not have a Material
Adverse Effect, (A) conflict with or violate any law,
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rule, regulation, order, writ, judgment, injunction, decree, determination or
award applicable to the Company, or (B) result in any breach of, or constitute a
default (or event which with the giving of notice or lapse of time, or both,
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of any
Encumbrance on any of the assets or properties of the Company pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument relating to such assets or properties to which the
Company is a party or by which any of such assets or properties is bound.
2.5 Commission Filings. The Company has filed all required forms,
reports and other documents with the Securities and Exchange Commission (the
"Commission") for periods from and after January 1, 1996 (collectively, the
"Commission Filings"), each of which has complied in all material respects with
all applicable requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and the Securities Exchange Act of 1934, as amended. The
Company has heretofore made available to the Purchaser all of the Commission
Filings, including the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996, and the Company's Quarterly Reports on Form 10-QSB for the
quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997. As
of their respective dates, the Commission Filings (including all exhibits and
schedules thereto and documents incorporated by reference therein) did not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading. The audited consolidated financial
statements and unaudited consolidated interim financial statements of the
Company and its subsidiaries included or incorporated by reference in such
Commission Filings have been prepared in accordance with general accepted
accounting principles in the United States consistently applied ("GAAP") (except
as may be indicated in the notes thereto or, in the case of the unaudited
statements, as permitted by Form 10-QSB), complied as of their respective dates
in all material respects with applicable accounting requirements and the
published rules and regulations of the Commission with respect thereto, and
fairly present the consolidated financial position of the Company and its
subsidiaries as of the dates thereof and the consolidated income and retained
earnings and sources and applications of funds for the periods then ended
(subject, in the case of any unaudited interim financial statements, to the
absence of footnotes required by GAAP and normal year-end adjustments). Since
September 30, 1997, except as described in the Commission Filings, there has not
been any event which has had or would be expected to have a Material Adverse
Effect.
2.6 Extent of Offering. Subject in part to the truth and accuracy of
the Purchaser's representations set forth in Article 3 of this Agreement, the
offer, sale and issuance of the Shares as contemplated by this Agreement are
exempt from the registration requirements of the Securities Act and of each
state where the Shares are offered or sold, and neither the Company nor, to the
best of the Company's knowledge, any agent acting on its behalf, will take any
action hereafter that would cause the loss of such exemption.
2.7 Absence of Litigation. No claim, action, proceeding or
investigation is pending, or to the best knowledge of the Company, threatened,
which seeks to delay or prevent the
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consummation of the transactions contemplated hereby or which would be
reasonably likely to adversely affect or restrict the Company's ability to
consummate the transactions contemplated hereby.
2.8 No Other Representations. Except as set forth in this Agreement,
the Company is not making any representation, warranty, covenant or agreement,
oral or written, with respect to the matters contained herein and therein.
2.9 No Brokers. The Company has not entered into any contract,
arrangement or understanding with any individual, corporation, partnership,
joint venture, person, trust, estate, association or other entity (each, a
"Person") which could result in the obligation of any Person to pay any finder's
fees, brokerage or agent's commissions or other like payments in connection with
this Agreement.
3. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Company as follows:
3.1 Authority. The Purchaser has all necessary power and authority to
enter into this Agreement, to carry out the Purchaser's obligations hereunder
and thereunder and to consummate the transactions contemplated hereby. The
Purchaser has taken all necessary action to authorize the execution, delivery
and performance by the Purchaser of this Agreement and all other documents or
instruments required to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by the Purchaser and, assuming
due authorization, execution and delivery by the Company, this Agreement
constitutes a legal, valid and binding obligation of the Purchaser enforceable
against the Purchaser in accordance with its terms, subject to the effect of any
applicable bankruptcy, reorganization, insolvency (including, without
limitation, all laws relating to fraudulent transfers), moratorium or similar
laws affecting creditors' rights and remedies generally, subject, as to
enforceability, to the effect of general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and subject to the effect of applicable securities laws as to rights of
indemnification.
3.2 Consents and Approvals; No Conflict.
(a) The execution and delivery of this Agreement do not, and
the performance of this Agreement by the Purchaser will not, require any
consent, approval, authorization or other action by, or filing with or
notification to, any governmental or regulatory authority, except where failure
to obtain such consent, approval, authorization or action, or to make such
filing or notification, would not prevent the Purchaser from performing any of
its material obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement
by the Purchaser do not, except as would not have a material adverse effect on
the ability of the
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Purchaser to consummate the transactions contemplated by this Agreement,
conflict with or violate any law, rule, regulation, order, writ. judgment,
injunction, decree, determination or award applicable to the Purchaser.
3.3 Absence of Litigation. No claim, action, proceeding or
investigation is pending, or to the best knowledge of the Purchaser, threatened,
which seeks to delay or prevent the consummation of the transactions
contemplated hereby or which would be reasonably likely to adversely affect or
restrict the Purchaser's ability to consummate the transactions contemplated
hereby.
3.4 Investment Purpose; Private Placement.
(a) The Purchaser made its decision to purchase the Shares
based solely on (i) an analysis of the representations and warranties of the
Company set forth in this Agreement and (ii) a review of the Commission Filings
(which the Purchaser hereby acknowledges having received and reviewed).
(b) The Purchaser has sufficient knowledge and experience in
financial and business matters to be capable of evaluating the merits and risks
of an unregistered, non-liquid, high-risk investment such as an investment in
the Company's securities and has evaluated the merits and risks of such an
investment. The Purchaser's overall commitment to investments which are not
readily marketable is not disproportionate to the Purchaser's net worth, and the
Purchaser's acquisition of the Shares will not cause such overall commitment to
become excessive.
(c) The Purchaser is acquiring the Shares solely for the
purpose of investment and not with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act. The Purchaser
acknowledges that the Shares are not registered under the Securities Act and
that the Shares may not be transferred or sold except pursuant to the
registration provisions of the Securities Act or pursuant to an applicable
exemption therefrom and subject to state securities laws and regulations, as
applicable. The Purchaser agrees that the following legend shall be placed on
any certificate or other instrument evidencing the Shares:
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NO SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION OF THE SHARES OF COMMON STOCK REPRESENTED BY
THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE UNLESS
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
UNLESS SARATOGA BEVERAGE GROUP, INC. HAS RECEIVED A
SATISFACTORY OPINION OF COUNSEL THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION DOES NOT REQUIRE REGISTRATION
UNDER THE ACT."
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The Company and any transfer agent acting on its behalf may maintain on the
Company's register appropriate "stop transfer" notations.
(d) The Purchaser further understands that the offer and sale
of the Shares have not been approved or disapproved by the Commission, or any
other federal or state office or agency.
(e) The Purchaser acknowledges that an investment in the
Shares involves a great deal of risk. The Purchaser is able to (i) bear the
economic risk of the investment in the Company, (ii) afford a complete loss of
such investment, and (iii) hold indefinitely the Shares. In reaching an informed
decision to invest in the Company, the Purchaser or its representatives has
obtained sufficient information to evaluate the merits and risks of an
investment in the securities of the Company. In that connection, representatives
of the Company have (x) fully and satisfactorily answered any questions which
the Purchaser or its representatives desired to ask concerning the Company, and
(y) furnished the Purchaser or its representatives with any additional
information or documents requested to verify the accuracy of or supplement any
information previously delivered to or discussed with the Purchaser or its
representatives.
(f) The Purchaser has not construed the contents of the
Agreement or any additional agreement with respect to the proposed investment in
the Shares or any prior or subsequent communications from the Company, or any of
its officers, employees or representatives, as investment, tax or legal advice
or as information necessarily applicable to such Purchaser's particular
financial situation. The Purchaser has consulted its own financial advisor, tax
advisor, legal counsel and accountant, as necessary or desirable, as to matters
concerning its investment in the Shares.
3.5 Accredited Investor. The Purchaser is an "accredited investor"
within the meaning of Rule 501 of Regulation D promulgated under the Securities
Act.
3.6 No Other Representations. Except as set forth in this Agreement,
the Purchaser is not making any representation, warranty, covenant or agreement,
oral or written, with respect to the matters contained herein and therein.
3.7 No Brokers. The Purchaser has not entered into any contract,
arrangement or understanding with any Person which could result in the
obligation of any Person to pay any finder's fees, brokerage or agent's
commissions or other like payments in connection with this Agreement.
4. Piggyback Registration.
4.1 Piggyback Registration.
(a) If, at any time, the Company proposes to file a
registration statement on either Form S- 1, Form S-2 or Form S-3 (or any
successor forms) under the Securities Act with
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respect to an offering for its own account or for the account of others of any
class of equity security, then the Company shall give written notice of such
proposed filing to the Purchaser at least twenty-five (25) days before the
anticipated filing date, and such notice shall offer the Purchaser the
opportunity to register such Shares (whether or not vested under the installment
provisions of subparagraph l(b) at such time) as such Purchaser may request in
writing to the Company within fifteen (15) days after the date such Purchaser
first received notice of such registration (a "Piggyback Registration");
provided, however, that the Company shall have no obligation to register any
Shares of the Purchaser pursuant to this Section 4.1 (a) unless the Purchaser
shall request that 50% or more (or all outstanding Shares, if less than 50% of
the total aggregate number of Shares) of the initial aggregate number of Shares
be registered.
(b) The Purchaser may not participate in any registration
initiated as a Piggyback Registration which is underwritten for the benefit of
the Company or its stockholders unless the Purchaser (i) agrees to sell its
Shares on the basis provided in any underwriting agreements approved by the
Company; (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting agreements and which are customary with
industry practice; and (iii) agrees that if an underwriter advises the Company
in writing that the number of shares proposed to be sold by the Company and/or
the Purchaser is greater than the number of shares of Class A Common Stock which
the underwriter believes is feasible to sell at that time, at the price and
under the terms approved by the Company, then the underwriter may exclude some
or all of the Shares from such Piggyback Registration to the extent necessary to
reduce the total number of shares of Class A Common Stock recommended by the
underwriter. Such reduction or limitation by the underwriter shall be made in
the manner set forth in the immediately following sentence. Any reduction or
limitation of Shares by the underwriter shall be made on a pro rata basis in
proportion to the relative number of Shares then held by the Purchaser and the
number of shares of Class A Common Stock requested to be underwritten on behalf
of the Company or its stockholders. The Company shall advise the Purchaser of
any such reduction or limitation, and that the number of shares of Shares to be
offered by the Purchaser will be reduced or limited to the number calculated
pursuant to the immediately preceding sentence.
(c) In any registration initiated as a Piggyback Registration,
whether or not the registration statement becomes effective, the Company will
pay or cause to be paid all costs, fees and expenses in connection therewith,
including, without limitation, the Company's legal and accounting fees, printing
expenses and "blue sky" fees and expenses, except that the Company shall not pay
for (i) underwriting discounts and commissions, (ii) state transfer taxes, (iii)
brokerage commissions, (iv) fees and expenses of counsel and accountants for the
Purchaser and (v) blue sky fees and expenses in jurisdictions where the Company
is not currently registered or qualified.
(d) To the extent not inconsistent with applicable law, the
Purchaser agrees not to effect any public sale or distribution of Class A Common
Stock, including a sale pursuant to Rule 144 or in reliance on any other
exemption from registration under the Securities Act, during the fourteen ( 14)
days prior to, and during the ninety (90) days beginning on, the effective date
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of a registration statement that includes Shares (except as part of such
registration), but only if and to the extent requested in writing (with
reasonable prior written notice) by the underwriter(s) in the case of an
underwritten public offering by the Company of securities similar to the Shares.
(e) The Company and the Purchaser agree to indemnify and hold
harmless each other (and, in the case of the Company, its directors and officers
and each person who controls the Company (within the meaning of the Securities
Act)) against all losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation) (collectively, "Losses") arising out of or
based upon any untrue or alleged untrue statement of material fact contained in
any registration statement with respect to a Piggyback Registration, any
amendment or supplement thereto, any prospectus or preliminary prospectus or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
provided, however, that the Purchaser shall not be indemnified for Losses
insofar as such Losses arise out of or are based upon any such untrue statement
or omission based upon information furnished in writing to the Company by or on
behalf of the Purchaser expressly for use therein; provided further, however,
that in the event the prospectus shall have been amended or supplemented and
copies thereof, as so amended or supplemented, shall have been furnished to the
Purchaser prior to the confirmation of any sales of registered Shares, such
indemnity with respect to the prospectus shall not inure to the benefit of the
Purchaser if the person asserting such Loss did not, at or prior to the
confirmation of the sale of the registered Shares to such person, receive a copy
of the prospectus, as so amended or supplemented, and the untrue statement or
omission of a material fact contained in the prospectus was corrected in the
prospectus, as so amended or supplemented.
5. Termination and Waiver.
5.1 Termination. This Agreement may be terminated at any time prior to
the Closing only by the written consent of the Company and the Purchaser.
5.2 Waiver. At any time prior to the Closing, each of the parties
hereto may (a) extend the time for the performance of any of the obligations or
other acts of any other party hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto or (c) waive compliance with any of the agreements or conditions
contained herein. Any such extension or waiver shall be valid if set forth in an
instrument in writing signed by the party to be bound thereby. Any waiver of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of the same or any other provision of this Agreement.
6. Miscellaneous.
6.1 Notices. Any notice, demand, request, waiver, or other
communication under this Agreement shall be in writing (including facsimile or
similar writing) and shall be deemed to have been duly given (i) on the date of
service if personally served, (ii) on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail, registered, return
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receipt requested, postage prepaid or (iii) on the date sent if sent by
facsimile, to the parties at the following addresses or facsimile numbers with a
copy sent by mail as aforesaid on the same date (or at such other address or
facsimile number for a party as shall be specified by like notice):
(a) if to the Company:
Saratoga Beverage Group, Inc.
00 Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxx
Fax No.: (000) 000-0000
with a copy to:
Shereff, Friedman, Xxxxxxx & Xxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Fax No.: (000) 000-0000
(b) if to the Purchaser:
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxxxxx, Esq.
Fax No.: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
Fax No.: (000) 000-0000
6.2 Expenses. The Purchaser hereby agrees that all fees and expenses
incurred by the Purchaser in connection with this Agreement shall be borne by
the Purchaser, and the Company hereby agrees that all fees and expenses incurred
by the Company shall be borne by the Company, in each case including without
limitation all fees and expenses of such party's counsel and accountants.
6.3 Headings. Section headings contained in this Agreement are included
for convenience only and shall not affect the interpretation of any provisions
of this Agreement.
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6.4 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of, this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.
6.5 Entire Agreement. This Agreement sets forth the entire
understanding and agreement of the parties with respect to their subject matter
and supersedes any and all prior understandings, negotiations or agreements
among the parties hereto, both written and oral, with respect to such subject
matter.
6.6 No Third-Party Beneficiaries. This Agreement is for the sole
benefit of and binding upon the parties hereto and their permitted successors
and assigns and nothing herein, express or implied, is intended to or shall
confer upon any other Person any legal or equitable right, benefit or remedy of
any nature whatsoever under or by reason of this Agreement.
6.7 Amendment. This Agreement may be amended or modified only by an
instrument in writing signed by the Company and the Purchaser.
6.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which,
when taken together, shall constitute one and the same agreement.
6.9 Gender and Number. Whenever used in this Agreement, the singular
number shall include the plural, the plural the singular, and the use of any
gender shall be applicable to all genders.
6.10 Governing Law. This Agreement shall be construed in accordance
with, and governed by, the internal laws of the State of New York, without
giving effect to the principles of conflict of laws thereof. The parties agree
that any dispute arising out of or relating to this Agreement shall be resolved
by binding arbitration in the City of Albany, State of New York, under the
Commercial Arbitration Rules of the American Arbitration Association. Each of
the parties hereto consents, for itself and in respect of its property, to the
jurisdiction and venue of the City of Albany, State of New York for purposes of
this Section 6.10 and hereby irrevocably waives any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens
which it may now or hereafter have to the bringing of any dispute in the City of
Albany, State of New York, under the Commercial Arbitration Rules of the
American Arbitration Association, in respect of this Agreement or any documents
related thereto. Each of the parties hereto waives personal service of any
summons, complaint or other process, which may be made by any other means
permitted under New York law.
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IN WITNESS WHEREOF, the Purchaser and the Company have caused this
Agreement to be executed as of the date first written above in their individual
capacities or by their respective representatives "hereunto duly authorized, as
applicable.
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Chief Executive Officer
STEEL PARTNERS II, L.P.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxxx
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