SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT, dated this 16th day of April, 1998
between Xxxxxxx Xxxxxxxx, with an address at 00 Xxxxxxxxxx Xxxx, Xxxxxxxxxxx, XX
00000 (the Seller ) and Xxxx X. Xxxx, with an address of 000 Xxxxxx Xxxx, Xxxxx
Xxxxxx, XX 00000 (the Purchaser ).
WHEREAS, the Seller is the holder of 83,000 shares of Class B Common
Stock, par value $0.01 per share, of Saratoga Beverage Group, Inc. (the Shares
); and
WHEREAS, the Seller and the Purchaser contemplated that the Seller
would sell the Shares to the Purchaser, pursuant to a Securities Purchase
Agreement dated February 12, 1998 between the Seller and the Purchaser (the
Agreement); and
WHEREAS, in contemplation of such sale, the Purchaser paid the
Seller consideration of $249,000 pursuant to the Agreement; and
WHEREAS, notwithstanding the payment of such consideration the sale
of the Shares contemplated by the Agreement has not been consummated; and
WHEREAS, the Seller and the Purchaser have mutually determined that
they wish to rescind the sale of the Shares and to terminate the Agreement;
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 Seller and the Purchaser agree to terminate the Agreement and
rescind the contemplated purchase by the Purchaser of the Shares pursuant to the
Agreement, such rescission to occur as of February 12, 1998, the date the
Agreement was executed and delivered and partial consideration was paid to the
Seller.
2. All proceeds received by the Seller from the Purchaser in
contemplation of such sale (which the parties acknowledge is $249,000) will be
returned without interest simultaneously with the execution hereof.
3. In connection with the rescission of the contemplated purchase of
the Shares, the Seller and the Purchaser acknowledge that neither the 83,000
shares which were to have purchased pursuant to the Agreement, nor any other
shares that may have been contemplated to be purchased by the Purchaser from the
Seller, have been delivered; and that the sale contemplated by the Agreement has
not been consummated.
4. The Seller and the Purchaser agree that they will treat such
contemplated sale for all purposes as not having occurred.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of the date first above written.
/s/ Xxxx X. Xxxx
------------------------------
Xxxx X. Xxxx
/s/ Xxxxxxx Xxxxxxxx
------------------------------
Xxxxxxx Xxxxxxxx
