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VOTING AGREEMENT
VOTING AGREEMENT, dated as of January 5, 2000 (this "Agreement"), among
NCP-SBG, L.P., a Delaware limited partnership ("Purchaser"), and Xxxxxxx
Xxxxxxxx ("Stockholder"). Capitalized terms used herein without definition shall
have the meanings set forth in the Merger Agreement (as defined herein).
WHEREAS, as of the date hereof, Stockholder owns or controls 363,132 shares
of Class A Common Stock, par value $.01 per share (the "Class A Company Common
Stock"), of Saratoga Beverage Group, Inc., a Delaware corporation (the
"Company") and 354,995 shares of Class B Common Stock, par value $0.01 per share
of the Company (the "Class B Common Stock") (all such shares of Class A Common
Stock and Class B Common Stock and any shares of Class A Common Stock or Class B
Common Stock of which ownership (either beneficially or of record) or control is
hereafter acquired by the Stockholder prior to the termination of this Agreement
being referred to herein as the "Shares");
WHEREAS, Purchaser, NCP-SBG Recapitalization Corp., a Delaware corporation
("MergerCo"), and the Company are entering into a Stock Purchase Agreement and
Agreement and Plan of Merger, dated as of even date herewith (as the same may be
amended from time to time, the "Merger Agreement"), which provides, upon the
terms and subject to the conditions thereof, for the merger of MergerCo with and
into the Company (the "Merger"); and
WHEREAS, as a condition to the willingness of Purchaser and MergerCo to
enter into the Merger Agreement, Purchaser and MergerCo have required that the
Stockholder agree, and, in order to induce Purchaser and MergerCo to enter into
the Merger Agreement, the Stockholder has agreed, subject to the terms and
conditions hereof, to vote all Shares he or it then owns or controls at the time
of the Special Meeting in favor of the adoption of the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein and in the Merger Agreement, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
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ARTICLE I
TRANSFER AND VOTING OF SHARES
Section 1.1 Transfer of Shares. (a) During the term of this Agreement, the
Stockholder shall not (i) take any action that would make any representation or
warranty of Stockholder contained herein untrue or incorrect or have the effect
of preventing or disabling Stockholder from performing its obligations under
this Agreement, or (ii) except pursuant to the terms of the Merger Agreement and
this Agreement (A) sell, tender, pledge or otherwise dispose of any of the
Shares, (B) deposit the Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares or grant any proxy or power
of attorney with respect thereto or (C) enter into any instrument or arrangement
with respect to the direct or indirect acquisition or sale, assignment, transfer
or other disposition of any Shares; provided, however, that the Stockholder
shall have the right to transfer Shares by gift to any Person directly or
indirectly controlled by the Stockholder or through the laws of descent,
provided, further that such transferee agrees in writing to become a party to
this Agreement.
(b) Stop Transfer. The Stockholder shall not request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.
Section 1.2 Voting of Shares; Further Assurances. (a) The Stockholder, with
respect to all Shares, does hereby irrevocably (until the termination hereof in
accordance with Section 5.12) constitute and appoint NCP-SBG with full power of
substitution, as his or its true and lawful attorney and proxy, for and in his
or its name, place and stead, to vote each of such Shares as his or its proxy,
at any annual, special or adjourned meeting of the stockholders of the Company
(including the right to sign his or its name, as stockholder, to any consent,
certificate or other document relating to the Company that may be permitted or
required by applicable Law) (i) in favor of the adoption of the Merger
Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as
defined herein) or any other action or agreement that would result in a breach
of any covenant, representation or warranty or any other obligation or agreement
of the Company under the Merger Agreement or which could result in any of the
conditions to the Company's obligations under the Merger Agreement not being
fulfilled or could impede, interfere with, delay or materially adversely affect
the Merger or the transactions contemplated hereby or by the Merger Agreement
and (iii) in favor of any other matter necessary to the consummation of the
transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES
THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE
UPON THIS
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AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF
IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH
FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO
EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY
GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE
FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION
ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN
ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares
controlled or owned by him beneficially and of record to be voted in accordance
with the foregoing. The Stockholder hereby acknowledges both receipt of a copy
of the Merger Agreement and that such Stockholder understands the contents
thereof.
(b) The Stockholder shall perform such further acts and execute such
further documents and instruments as may reasonably be required to vest in
Purchaser the power to carry out the provisions of this Agreement; provided,
however, the Stockholder shall not be required to pay any monies or incur any
liability in connection with the foregoing.
(c) The Stockholder shall take all such other actions as such other actions
as shall be reasonably requested by Purchaser in order to assist in, and shall
cooperate with Purchaser in connection with, the consummation of the
transactions contemplated by the Merger Agreement; provided, however, the
Stockholder shall not be required to pay any monies or incur any liability in
connection with the foregoing.
Section 1.3 Waiver of Appraisal Rights and Dissenter's Rights. The
Stockholder hereby waives any rights of appraisal or rights to dissent that
Stockholder may have under applicable Law in connection with the Merger.
Section 1.4 Certain Events. The Stockholder agrees that this Agreement and
the obligations hereunder shall attach to the Shares and shall be binding upon
any Person to which legal or beneficial ownership of such Shares shall pass,
whether by operation of Law or otherwise, including, without limitation, the
Stockholder's heirs, guardians, administrators or successors or as a result of
any divorce.
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ARTICLE II
NON-SOLICITATION
Section 2.1 Acquisition Proposals. The Stockholder shall not, directly or
indirectly, through any representative, agent or otherwise, solicit, initiate or
encourage the submission of any proposal or offer from any Person relating to
any acquisition or purchase of all or substantially all of the assets of, or any
equity interest in, the Company or any of its Subsidiaries or any
recapitalization, business combination or similar transaction with the Company
or any of its Subsidiaries (any communication with respect to the foregoing
being an "Acquisition Proposal") or enter into any agreement with respect to, or
sell, transfer or otherwise dispose of any shares of Company Common Stock
pursuant to, any Acquisition Proposal. The Stockholder will immediately cease
all existing activities, discussions and negotiations with any parties conducted
heretofore with respect to any Acquisition Proposal. From and after the
execution of this Agreement, the Stockholder shall as promptly as practicable
advise Purchaser in writing of the receipt, directly or indirectly, of any
inquiries, discussions, negotiations or proposals relating to an Acquisition
Proposal that the Stockholder receives (including the material terms thereof and
the identity of the other party or parties involved) and furnish to Purchaser
within two Business Days of such receipt an accurate description of all material
terms (including any changes or adjustments to such terms as a result of
negotiations or otherwise) of any such written proposal in addition to any
information provided to any third party relating thereto.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Purchaser as follows:
Section 3.1 Authorization. The Stockholder has the legal capacity, power
and authority to enter into, and perform all of his or its obligations under,
this Agreement. This Agreement has been duly executed and delivered by the
Stockholder and constitutes the legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
Section 3.2 No Conflict; Consents. (a) Neither the execution and delivery
of this Agreement, nor the consummation of the transactions contemplated hereby,
will result in (with or without notice or lapse of time or both) (i) any breach,
violation or default under any agreement or instrument to which the Stockholder
is a party or by which the
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Stockholder or his or its properties or assets are bound, (ii) the violation of
any Law applicable to or affecting the Stockholder of any of his or its
properties or assets, or (iii) the creation of any Lien on the Stockholder or
his or its properties or assets, except the encumbrances and proxies on the
shares created hereby. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which the Stockholder is a trustee
whose consent is required for the execution and delivery of this Agreement or
the consummation by the Stockholder of the transactions contemplated by this
Agreement. If such Stockholder is married and such Stockholder's Shares
constitute community property or otherwise require spousal or other approval for
this Agreement to be legal, valid and binding, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
agreement of, such Stockholder's spouse, enforceable against such person in
accordance with its terms.
(b) No Governmental Approval of any Governmental Authority is necessary for
the execution, delivery or performance by it of this Agreement or the
consummation of the transactions contemplated hereby, except for applicable
requirements, if any, of the Exchange Act and the HSR Act.
Section 3.3 Title to Shares. Schedule A sets forth the number and class of
Shares with respect to which the Stockholder is either (i) the record holder and
beneficial owner; (ii) the general partner of a limited partnership that is the
record holder, and whose beneficiaries are the beneficial owners; or (iii) the
beneficial owner but not the record holder. The Stockholder has (i) sole power
of disposition; (ii) sole voting power and (iii) sole power to demand appraisal
rights, in each case with respect to all of the Shares and with no restrictions
on such rights, subject to applicable federal securities laws and the terms of
this Agreement. The Shares and the certificates representing the Shares are now
and at all times during the term hereof will be held by the Stockholder, or by a
nominee or custodian for the benefit of such Stockholder, free and clear of all
Liens, proxies, voting trusts or agreements, understandings, arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder and except for the Stockholder Agreement, dated as of October
13, 1998, by and among the Company, Xxxxxx Xxxxx, Xxxxx Xxxxxx and Xxxxxxx
Xxxxxxxx and the Stockholders' Agreement, as of October 22, 1998 between Xxxxx
Xxxxxx and Xxxxxxx Xxxxxxxx.
Section 3.4 No Brokers. No broker, investment banker, financial adviser or
other Person is entitled to any broker's, finder's, financial adviser's or other
similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of such Stockholder.
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Section 3.5 Stockholders Agreement. The Stockholder hereby covenants and
agrees that, as of the Effective Time, he or it will enter into a Stockholders
Agreement substantially in the form set forth in Exhibit A hereto.
Section 3.6 Merger Agreement Consideration. The Stockholder hereby
acknowledges and agrees that (i) the consideration to be received by such
Stockholder pursuant to the Merger Agreement is different in form and kind than
the consideration to be received by certain other stockholders of the Company,
(ii) subject to the terms and conditions of the Merger Agreement, each Cashed
Out Share (as defined in the Merger Agreement) held by it will be converted
pursuant to the Merger Agreement into the right to receive, without interest,
cash in the amount of the Per Share Merger Consideration (as defined in the
Merger Agreement) and each Rollover Share (as defined in the Merger Agreement)
held by it will be converted pursuant to the Merger Agreement into the right to
receive a number of shares of Surviving Corporation Common Stock (as defined in
the Merger Agreement) equal to the quotient of (x) the Per Share Merger
Consideration divided by (y) the Per Share Amount (as defined in the Merger
Agreement), and (iii) such consideration is equal in value to the consideration
to be received by such other stockholders. The Stockholder hereby waives any and
all claims against the Company and the other parties to the Merger Agreement
with respect to the adequacy of the consideration received by any Stockholder
thereunder.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF PURCHASER
Purchaser hereby represent and warrant to the Stockholder as follows:
Section 4.1 Due Organization; Authorization. Purchaser is duly organized
and validly existing under the laws of the State of Delaware. Purchaser has all
necessary limited partnership power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby by Purchaser have been duly authorized by all necessary
limited partnership action on the part of Purchaser. This Agreement has been
duly executed and delivered by Purchaser and constitutes the legal, valid and
binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms.
Section 4.2 No Conflict; Consents. (a) Neither the execution and delivery
of this Agreement, nor the consummation of the transactions contemplated hereby,
will result in (with or without notice or lapse of time or both) (i) any breach,
violation or default under
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(x) any provision of the Organizational Documents of Purchaser, (y) any Law
applicable to or affecting Purchaser or any of its properties or assets, or (z)
any agreement or instrument to which Purchaser is a party or by which Purchaser
or any of its properties or assets are bound, or (ii) the creation of any Lien
on Purchaser or its properties or assets.
(b) No Governmental Approval of any Governmental Authority is necessary for
the execution, delivery or performance by it of this Agreement or the
consummation of the transactions contemplated hereby, except for applicable
requirements, if any, of the Exchange Act and the HSR Act.
Section 4.3 No Brokers. No broker, investment banker, financial adviser or
other Person is entitled to any broker's, finder's, financial adviser's or other
similar fee or commission from the Stockholder in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
NCP-SBG or its Affiliates.
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage prepaid, (c)
sent by next-day or overnight mail or delivery or (d) sent by telecopy or
telegram, as follows:
(a) if to Purchaser to it:
c/o North Castle Partners, L.L.C.
00 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
with a copy to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
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(b) If to Stockholder to the address set forth on the signature page hereto
with a copy to:
Bourne Xxxx & Xxxxxx
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxx X. Xxxxx, Esq.
or, in each case, at such other address as may be specified in writing to the
other parties hereto.
All such notices, requests, demands, waivers and other communications shall
be deemed to have been received (w) if by personal delivery on the day after
such delivery, (x) if by certified or registered mail, on the seventh Business
Day after the mailing thereof, (y) if by next-day or overnight mail or delivery,
on the day delivered, (z) if by telecopy or telegram, on the next day following
the day on which such telecopy or telegram was sent, provided that a copy is
also sent by certified or registered mail.
Section 5.2 Severability. If any provision, including any phrase, sentence,
clause, section or subsection, of this Agreement is invalid, inoperative or
unenforceable for any reason, such circumstances shall not have the effect of
rendering such provision in question invalid, inoperative or unenforceable in
any other case or circumstance, or of rendering any other provision herein
contained invalid, inoperative, or unenforceable to any extent whatsoever.
Section 5.3 Entire Agreement. This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof.
Section 5.4 Assignment. Except in connection with a transfer of Shares
otherwise permitted hereunder, this Agreement shall not be assignable or
otherwise transferable by any party hereto without the prior written consent of
parties hereto, and any purported assignment or other transfer without such
consent shall be void and unenforceable; provided that Purchaser may assign this
Agreement or any of its rights and obligations hereunder to any of its
Affiliates or any other Person to whom it has validly assigned its rights under
the Merger Agreement.
Section 5.5 Amendment, Waivers, etc. No amendment, modification or
discharge of this Agreement, and no waiver hereunder, shall be valid or binding
unless set
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forth in writing and duly executed by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought. Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party granting such waiver
in any other respect or at any other time. Neither the waiver by any of the
parties hereto of a breach of or a default under any of the provisions of this
Agreement, nor the failure by any of the parties, on one or more occasions, to
enforce any of the provisions of this Agreement or to exercise any right or
privilege hereunder, shall be construed as a waiver of any other breach or
default of a similar nature, or as a waiver of any of such provisions, rights or
privileges hereunder. The rights and remedies herein provided are cumulative and
none is exclusive of any other, or of any rights or remedies that any party may
otherwise have at law or in equity.
Section 5.6 No Third Party Beneficiaries. Nothing in this Agreement shall
confer any rights upon any person or entity other than the parties hereto and
their respective heirs, successors and permitted assigns, except that the
parties hereto hereby agree that the Company is a third party beneficiary of
this Agreement.
Section 5.7 Specific Performance. The parties hereto agree that irreparable
harm would occur in the event any provision of this Agreement was not performed
in accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law
or in equity.
Section 5.8 Governing Law. (a) EXCEPT TO THE EXTENT THE LAWS OF THE STATE
OF DELAWARE MANDATORILY APPLY, THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS,
INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF TO
THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES
OF AMERICA LOCATED IN THE COUNTY OF NEW YORK SOLELY IN RESPECT OF THE
INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND OF THE
DOCUMENTS REFERRED TO IN THIS AGREEMENT, AND IN RESPECT OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY. EACH PARTY HEREBY WAIVES AND AGREES NOT TO
ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION
AND ENFORCEMENT HEREOF, OR ANY SUCH DOCUMENT OR IN RESPECT OF ANY SUCH
TRANSACTION, THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT
MAINTAINABLE IN SUCH COURTS OR THAT THE VENUE THEREOF MAY
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NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE
ENFORCED IN OR BY SUCH COURTS. EACH PARTY HEREBY CONSENTS TO AND GRANTS ANY SUCH
COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER
OF ANY SUCH DISPUTE AND AGREE THAT THE MAILING OF PROCESS OR OTHER PAPERS IN
CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION
5.1 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND
SUFFICIENT SERVICE THEREOF.
(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OR ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH,
TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS
WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 5.8(b).
Section 5.9 Headings; Counterparts. The headings contained in this
Agreement are for purposes of convenience only and shall not affect the meaning
or interpretation of this Agreement. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument.
Section 5.10 Capacity. Purchaser hereby acknowledges that the Stockholder
is entering into this Agreement solely in his or its capacity as a record and
beneficial owner of the Shares, and nothing contained herein shall impose any
obligation on the Stockholder in his or its capacity as a director, officer or
employee of the Company or limit or restrict any actions taken or to be taken by
him or it in any such capacity.
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Section 5.11 Definitions; Construction. For purposes of this Agreement:
(i) "beneficially own" or "beneficial ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act), including
pursuant to any agreement, arrangement or understanding, whether or not in
writing. Without duplicative counting of the same securities by the same
holder, securities beneficially owned by a Person shall include securities
beneficially owned by all other Persons with whom such Person would
constitute a "group" as described in Section 13(d)(3) of the Exchange Act.
(ii) In the event of a stock dividend or distribution, or any change in the
Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term
"Shares" shall be deemed to refer to and include the Shares as well as all
such stock dividends and distributions and any shares into which or for
which any or all of the Shares may be changed or exchanged.
Section 5.12 Termination. Notwithstanding anything in this Agreement to the
contrary, the obligations of the Stockholder pursuant to this Agreement shall
terminate upon the earlier of (i) the termination of the Merger Agreement, in
accordance with its terms, for any reason and (ii) the consummation of the
Merger.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
NCP-SBG, L.P.
By: NCP-SBG GP, X.XX.,
its General Partner
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President
/s/ Xxxxxxx Xxxxxxxx
------------------------------------
XXXXXXX XXXXXXXX
Address of Stockholder:
c/o Morgan Xxxxxxx Xxxx Xxxxxx
000 Xxxxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
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SCHEDULE A
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Number of Shares of Number of Shares of
Stockholder is the: Class A Common Stock Class B Common Stock
------------------ -------------------- --------------------
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Record and beneficial 363,132 354,995
owner
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General partner of a limited None None
partnership that is the
record owner of, and
whose beneficiaries are the
beneficial owners of
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Beneficial owner but not None None
the record holder
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