Exhibit 10.9
RATIFICATION AND EXCHANGE AGREEMENT
This Ratification and Exchange Agreement (this "Agreement") is
dated and entered into as of the 31st day of May, 1996 by and among South China
Brewing Company Limited, a Hong Kong company (the "Brewing Company"), SCBC
Distribution Company Limited, a Hong Kong company (the "Distribution Company"),
Craft Brewing Holdings Limited, a British Virgin Islands company ("Craft"), and
each the persons listed on the signature pages hereto.
WHEREAS, the shareholders (the "Brewing Company Shareholders")
and directors (the "Brewing Company Directors") of the Brewing Company, and the
shareholders (the "Distribution Company Shareholders") and directors (the
"Distribution Company Directors") of the Distribution Company and the members
(the "Craft Members") and directors (the "Craft Directors") of Craft desire to
ratify and confirm certain matters and to rescind the Shareholders' Agreement
(the "Brewing Company Shareholders' Agreement") among the Brewing Company
Shareholders party thereto a copy of which is attached hereto as Annex A and the
Shareholders' Agreement (the "Distribution Company Shareholders' Agreement")
among the Distribution Company Shareholders party thereto a copy of which is
attached hereto as Annex B;
WHEREAS, each of the Brewing Company Shareholders listed on
Schedule I hereto (the "Brewing Company Shareholders") desires to sell and Craft
desires to purchase the number of shares of HK$1.00 each in the capital of the
Brewing Company (the "Brewing Company Shares") set forth opposite each Brewing
Company Shareholder's name in column two of Schedule I in consideration of Craft
issuing and delivering the number of shares of US$1.00 each in the capital of
Craft (the "Old Craft Shares") to each Brewing Company Shareholder set forth
opposite such Brewing Company Shareholder's name in column three of Schedule I;
WHEREAS, each of the Distribution Company Shareholders listed on
Schedule II hereto (the "Distribution Company Shareholders") desires to sell and
Craft desires to purchase the number of shares of HK$1.00 each in the capital of
the Distribution Company (the "Distribution Company Shares") set forth opposite
each Distribution Company Shareholder's name in column two of Schedule II hereto
in consideration of Craft issuing and delivering the number of Old Craft Shares
to each Distribution Company Shareholder set forth opposite such Distribution
Company Shareholder's name in column three of Schedule II;
WHEREAS, Craft desires to ratify and approve the sale by Sazerac
Company, Inc., a Louisiana corporation ("Sazerac"), to Federico Guillermo Cabo
Alvarez ("Cabo") of 7,600 Old Craft Shares, constituting all of the Old Craft
Shares beneficially owned by Sazerac;
2
WHEREAS, to provide incentive to Pierre William Harrison Bordeaux
("Bordeaux"), who, as President of Sazerac, has considerable experience in the
alcohol beverage industry, to agree to act as Chairman of the Board of Directors
of Craft or any successor to the business of Craft incorporated in Bermuda
("Newco"), Craft desires to ratify and approve the sale by Cabo of 2,500 Old
Craft Shares beneficially owned by Cabo to Bordeaux;
WHEREAS, the Board of Directors of Craft desires to change its
name to American Craft Brewing International Limited;
WHEREAS, Craft desires to appoint Bordeaux Chairman of the Board
of Directors of Craft, to appoint James L. Ake ("Ake") Executive Vice President
and Secretary of Craft and to appoint David K. Haines ("Haines") Managing
Director for Hong Kong Operations of Craft;
WHEREAS, each of the persons having the right to acquire the Old
Craft Shares listed on Schedule III hereto (the "Hong Kong Investors") desires
to consummate the acquisition of the number of Old Craft Shares set forth
opposite each Hong Kong Investor's name in column two of Schedule III hereto and
for which such Hong Kong Investor heretofore has remitted to the Brewing Company
the amount set forth opposite such Hong Kong Investor's name in column three of
Schedule III, and Craft desires to issue such number of Old Craft Shares to each
such Hong Kong Investor;
WHEREAS, Craft desires to engage in a share split whereby each
Craft Member would receive eighty shares of US$0.01 each in the capital of Craft
(the "New Craft Shares") for each Old Craft Share held by such Craft Member;
WHEREAS, Craft desires to merge into Newco;
WHEREAS, Craft desires to borrow US$350,000 from certain
lenders; and
WHEREAS, the parties desire to take such other actions as
described herein;
NOW THEREFORE, the parties hereto agree and take corporate action
as follows:
3
ARTICLE I
Authorization, Ratification, Confirmation and Rescission Matters Relating to the
Brewing Company
1. The undersigned Brewing Company Directors hereby:
1.1 acknowledge and confirm the allotment, dated as of
October 26, 1995, of that number of Brewing Company
Shares set forth opposite the name of each Brewing
Company Shareholder set forth on Schedule IV hereto;
1.2 approve the transfer of the number of Brewing Company
Shares set forth opposite each Brewing Company
Shareholder's name in column two of Schedule I from
each such Brewing Company Shareholder to Craft subject
to the relevant instruments of transfer and bought and
sold notes being properly stamped and confirm that the
resolution of the Board of Directors of the Brewing
Company dated December 31, 1995 authorizing the
transfer of 4,749 Brewing Company Shares to Craft was
erroneously recorded and that such transfer has not in
fact been consummated;
1.3 authorize, subject to the relevant instruments of
transfer and bought and sold notes being properly
stamped, the issuance and delivery of a share
certificate evidencing the Brewing Company Shares
being transferred to Craft pursuant to Article IV
hereof and the entry of Craft's name as the transferee
of such Brewing Company Shares in the Brewing
Company's register of members;
1.4 acknowledge and confirm that the Brewing Company's
fiscal year end shall be October 31;
1.5 acknowledge and confirm the resignation of Tengis
Limited as Secretary of the Brewing Company effective
as of May 25, 1995 and the appointment J. P. Walsh &
Co. as Secretary of the Brewing Company effective as
of June 20, 1995;
1.6 acknowledge and confirm the resignation of OnLine
Group Limited as a director of the Brewing Company
effective as of April 11, 1995;
4
1.7 acknowledge and confirm that the registered office of
the Brewing Company, effective as of October 18, 1994,
is located at Unit A1, 1/F, Vita Tower, 29 Wong Chuk
Road, Aberdeen, Hong Kong;
1.8 acknowledge and confirm the resignation of Lunar
Holdings Limited ("Lunar") as a director of the
Brewing Company and the election of Haines pursuant to
Article 83 of the Brewing Company's Articles of
Association to fill the resulting vacancy, in each
case effective as of March 15, 1996;
1.9 elect Bordeaux Chairman of the Board of Directors of
the Brewing Company;
1.10 elect Haines Managing Director of the Brewing Company;
1.11 agree that by their execution of this Agreement all
resolutions, authorizations or approvals of the
Brewing Company Directors contained herein shall be
regarded as being resolved, authorized or approved by
the Brewing Company Directors by written resolution
pursuant to Article 107 of the Articles of Association
of the Brewing Company; and
1.12 approve this Agreement and authorize Bordeaux to
execute this Agreement on behalf of the Brewing
Company.
2. The undersigned Brewing Company Shareholders hereby:
2.1 agree that any and all bought notes and instruments of
transfer previously signed by each of them in escrow
in respect of the number of Brewing Company Shares set
forth opposite his name in column two of Schedule I
shall be regarded as null and void as of the date
hereof and shall cease to have any effect; and
2.2 rescind the Brewing Company Shareholders' Agreement
and agree that such agreement shall be void and no
longer of any force and effect.
ARTICLE II
Authorization, Ratification, Confirmation and Rescission Matters Relating to the
Distribution Company
5
1. The undersigned Distribution Company Directors hereby:
1.1 acknowledge and confirm the allotment of October 26,
1995 of that number of Distribution Company Shares set
forth opposite the name of each Distribution Company
Shareholder set forth on Schedule V hereto;
1.2 approve the transfer of the number of Distribution
Company Shares set forth opposite each Distribution
Company Shareholder's name in column two of Schedule
II from each such Distribution Company Shareholder to
Craft subject to the relevant instruments of transfer
and bought and sold notes being properly stamped;
1.3 authorize, subject to the relevant instruments of
transfer and bought and sold notes being properly
stamped, the issuance and delivery of a share
certificate evidencing the Distribution Company Shares
being transferred to Craft pursuant to Article V
hereof and the entry of Craft's name as the transferee
of such Distribution Company Shares in the
Distribution Company's register of members;
1.4 acknowledge and confirm the resignation of Sovereign
Secretaries (HK) Limited as Secretary of the
Distribution Company effective as of July 11, 1995 and
the appointment of J. P. Walsh & Co. as Secretary of
the Distribution Company effective as of July 11,
1995;
1.5 acknowledge and confirm the election of Bordeaux,
Norman Herbert Brown, Jr., ("Brown") and John F.
Beaudette to the Board of Directors of the
Distribution Company effective as of October 16, 1995;
1.6 acknowledge and confirm the resignation of Lunar as a
director of the Distribution Company pursuant to
Article 15 of the Distribution Company's Articles of
Association and the election of Haines to fill the
resulting vacancy, in each case effective as of March
15, 1995;
1.7 acknowledge and confirm the resolutions of the
Distribution Company Directors passed at meetings of
the Board of Directors of the Distribution Company on
September 26, 1995 and January 31, 1996,
notwithstanding the fact that the directors
participated by telephone;
6
1.8 elect Bordeaux Chairman of the Board of Directors of
the Distribution Company;
1.9 elect Haines Managing Director of the Distribution
Company;
1.10 adopt a seal, an impression of which is affixed hereto
as Exhibit A, as the common seal of the Distribution
Company;
1.11 agree that by their execution of this Agreement, all
resolutions, authorizations or approvals of the
Distribution Company Directors contained herein shall
be regarded as being resolved, authorized or approved
by the Distribution Company Directors by written
resolution pursuant to Article 20 of the Articles of
Association of the Distribution Company; and
1.12 approve this Agreement and authorize Bordeaux to
execute this Agreement on behalf of the Distribution
Company.
2. The undersigned Distribution Company Shareholders hereby:
2.1 agree that any bought and sold notes and instruments
of transfer previously signed by them in escrow in
respect of the number of Distribution Company Shares
set forth opposite his name in column two of Schedule
II shall be recorded as null and void as of the date
hereof and shall cease to have any effect;
2.2 rescind the Distribution Company Shareholders'
Agreement and agree that such agreement shall be void
and no longer of any force and effect;
2.3 Confirm that Bordeaux's name has appeared as Peter W.
H. Bordeaux in all records and documents of the
Distribution Company and that both the names Pierre
William Harrison Bordeaux and Peter W. H. Bordeaux
refer to him as the one and same person.
ARTICLE III
Authorization, Approval and Recommendation Matters Relating to Craft
1. The undersigned Craft Directors hereby:
7
1.1 authorize the issuance and delivery, effective as of
the date hereof, of the Old Craft Shares (and
certificates evidencing such Shares) set forth
opposite each Brewing Company Stockholder's name in
column three of Schedule I in exchange for the
transfer and delivery of all of the Brewing Company
Shares in column two of Schedule I and the entry of
such Brewing Company Shareholder's name as the holder
of such Old Craft Shares in Craft's register of
members;
1.2 authorize the issuance and delivery, effective as of
the date hereof, of the Old Craft Shares (and
certificates evidencing such Shares) set forth
opposite each Distribution Company Stockholder's name
in column three of Schedule II in exchange for the
transfer and delivery of all of the Distribution
Company Shares in column two of Schedule II and the
entry of such Distribution Company Shareholder's name
as the holder of such Old Craft Shares in Craft's
register of members;
1.3 ratify and approve, effective as of the date hereof
immediately following consummation of the share
transfers authorized in Sections 1.1 and 1.2 of this
Article III, the sale by Sazerac of 7,600 Old Craft
Shares to Cabo and sale by Cabo of 2,500 Old Craft
Shares to Bordeaux pursuant to that certain agreement
among Sazerac, Cabo and Bordeaux dated as of June 1,
1995 attached hereto as Exhibit B;
1.4 authorize the issuance and delivery to the Hong Kong
Investors of the Old Craft Shares set forth opposite
each Hong Kong Investor's name in column two of
Schedule III and for which each Hong Kong Investor has
remitted the amount set forth opposite such Hong Kong
Investor's name in column three of Schedule III;
1.5 resolve that the Memorandum of Association and
Articles of Association of Craft be amended to change
the name of the company to American Craft Brewing
International Limited;
1.6 resolve that the Memorandum of Association of Craft be
amended by deleting Clause 9 in its entirety and
replacing it with the following;
"9. The authorized capital is made up of one class
and one series of shares divided into 5,000,000
shares of US$0.01 par value."
8
1.7 resolve that immediately upon the effective date of
Articles IV and V, each Old Craft Share shall be split
into eighty (80) shares, US$0.01 par value of Craft
("New Craft Shares") so that each Craft Member will
receive the number of New Craft Shares set forth
opposite such Craft Member's name on Schedule VI
hereto and that any Old Craft Shares previously issued
shall be canceled and void as of such effective date
and shall no longer represent any right, title or
interest in any capital stock of Craft;
1.8 accept the resignation of Lunar as a director of Craft
pursuant to Article 85 of the Articles of Association
of Craft and the election of Haines pursuant to
Article 86 of the Articles of Association of Craft to
fill the resulting vacancy, in each case effective as
of March 15, 1995;
1.9 elect Bordeaux Chairman of the Board of Directors of
Craft;
1.10 elect Ake Executive Vice President and Secretary of
Craft;
1.11 elect Haines Managing Director for Hong Kong
Operations of Craft;
1.12 authorize and approve the merger (the "Merger") of
Craft into Newco pursuant to which each Craft member
will receive one share of Newco for each New Craft
Share held by such Craft Member and resolve that the
Merger is in the best interest of the Craft Members;
1.13 approve the form, terms and provisions of the
Agreement and Plan of Merger, between Craft and Newco
attached hereto as Exhibit C (the "Merger Agreement")
and authorize the Chairman of the Board of Craft, the
Executive Vice President and Secretary of Craft and
the Managing Director for Hong Kong Operations of
Craft (the "Authorized Officers"), and each of their
designees, to execute and deliver, in the name and on
behalf of Craft, the Merger Agreement in substantially
the form attached hereto, with such additions,
deletions or changes as the Authorized Officer
executing the same shall approve (the execution
thereof by any Authorized Officer to be conclusive
evidence of his approval of any such additions,
deletions or changes);
1.14 authorize the Authorized Officers and their designees
to consummate the Merger in accordance with the Merger
9
Agreement, and in connection therewith, to execute,
deliver, acknowledge, file and record, as appropriate,
any and all documents and instruments in the name of
and on behalf of Craft and, if so required, under its
corporate seal or otherwise as they shall deem
necessary or advisable, including but not limited to
filing of the appropriate certificate of merger in
accordance with the laws of the British Virgins
Islands;
1.15 authorize the Authorized Officers, in the name and on
behalf of Craft, to pay all necessary, appropriate or
advisable fees incurred by Craft or any of its
directors, officers or agents in connection with the
Merger and to execute, acknowledge, deliver and file
all statements, applications, certificates,
undertakings, notices, consents and other agreements
with appropriate persons (including governmental
agencies) and to appear before officials of any
foreign or domestic governmental agencies,
authorities, commissions or other similar bodies in
connection with the Merger;
1.16 adopt the form of any and all resolutions required by
such agencies, authorities, commissions or similar
bodies to be adopted in connection with the Merger;
and the Secretary of Craft shall evidence such
adoption by filing with the records of Craft copies of
such resolutions, which shall thereupon be deemed to
have been duly adopted by the Board of Directors of
Craft;
1.17 authorize the Authorized Officers to execute and
deliver any and all agreements, instruments and
documents and to do any and all acts and things, and
to pay such expenses and taxes, including without
limitation, legal fees and expenses, as they, or any
of them, deem necessary or advisable to carry out
fully the Merger Agreement (and the execution and
delivery thereof) and the Merger;
1.18 authorize the Authorized Officers, by a written
power-of-attorney, to authorize any other officer,
employee, agent or counsel of Craft to take any action
and to execute and deliver any agreement, instrument
or other document referred to in the foregoing
resolutions in place of or on behalf of such officer,
with full power as if such officer were taking such
action himself;
1.19 recommend that the Craft Members' vote for approval
and adoption of the Merger Agreement and the Merger;
10
1.20 ratify and approve the bridge financing (the "Bridge
Financing") provided by Harry Allen Friedberg, John
Arvanitis, Mark John Gallagher, Mark Youts, Noah
Shaffer and Long Term Partners, Ltd. (collectively,
the "Bridge Lenders") pursuant to which the Bridge
Lenders have loaned or will lend, in the aggregate,
US$350,000 to Craft in return for the issuance of
Redeemable Convertible Notes, Series A (the
"Redeemable Convertible Notes") in favor of each of
the Bridge Lenders;
1.21 approve the form, terms and provisions of (i) purchase
agreements between Craft, on the one hand, and each of
the Bridge Lenders, on the other hand, attached hereto
as Exhibits D, E, F G, H and I (the "Purchase
Agreements") and (ii) the Redeemable Convertible Notes
attached hereto as Exhibits J, K, L, M, N and O and
approve and authorize the execution and delivery of,
in the name of and on behalf of Craft, the Purchase
Agreements and the Redeemable Convertible Notes by the
Authorized Officers in substantially the form attached
hereto, with such additions and deletions or changes
as the Authorized Officers executing the same shall
approve (the execution thereof by any Authorized
Officer to be conclusive evidence of his approval of
any such additions, deletions or changes);
1.22 authorize the Authorized Officers to execute and
deliver any and all agreements, instruments and
documents and to do any and all acts and things, and
to pay such expenses and taxes, including without
limitation legal fees and expenses, as they, or any of
them, deem necessary or advisable to carry out fully
the Purchase Agreements and the Redeemable Convertible
Notes;
1.23 authorize the Authorized Officers, by a written power
of attorney, to authorize any other officer, employee,
agent or counsel of Craft to take any action and to
execute and deliver any agreement, instrument or other
document referred to in the foregoing resolutions in
place of or on behalf of such officer, with full power
as if such officer were taking such action himself;
1.24 reserve for issuance pursuant to the terms of the
Convertible Notes and the warrants issued pursuant to
the terms thereof 500,000 New Craft Shares; and
1.25 approve this Agreement and authorize Bordeaux to
execute this Agreement on behalf of Craft.
11
2. The undersigned members of Craft hereby:
2.1 agree that any and all share certificates purporting
to evidence Old Craft Shares in their hands prior to
the date of this Agreement which were not considered
duly issued due to lack of consideration given shall
be delivered to Craft for cancellation upon execution
of this Agreement and are null and void and do not
represent any right, title or interest in any Old
Craft Shares;
2.2 authorize the Merger of Craft into Newco pursuant to
which the Craft Members would receive one share of
Newco for each New Craft Share and approve the form,
terms and provisions of the Merger Agreement; and
2.3 agree that any and all stock certificates representing
Old Craft Shares held by each Craft Member shall be
delivered to Craft upon execution of this Agreement
and shall be canceled and void as of the effective
date of Articles IV and V and shall no longer
represent any right, title or interest in any capital
stock of Craft.
ARTICLE IV
The Brewing Company Exchange
1. Each of the Brewing Company Shareholders hereby agrees to sell
to Craft, and Craft hereby, agrees to purchase and acquire, the Brewing Company
Shares set forth opposite each Brewing Company Shareholder's name in column two
of Schedule I, and in consideration for each such purchase and acquisition,
Craft shall issue and deliver the number of Old Craft Shares set forth opposite
such Brewing Company Shareholder's name in column three of Schedule I to each
such Brewing Company Shareholder.
2. Each of the Brewing Company Shareholders and Craft agrees
that:
2.1 completion of the sale and purchase of the number of
the Brewing Company Shares set forth opposite each
Brewing Company Shareholder's name in column two of
Schedule I pursuant to paragraph 1 above shall take
place upon execution of this Agreement when all of the
following conditions shall have been satisfied by each
such Brewing Company Shareholder and Craft:
(i) each Brewing Company Shareholder shall have
delivered a duly executed bought note and
instrument of transfer in favor of
12
Craft in respect of the number of the Brewing
Company Shares set forth opposite his name in
column two of Schedule I;
(ii) a declaration of trust duly executed by Lunar
in favor of Craft in respect of one Brewing
Company Share shall have been delivered to
Craft; and
(iii) any and all share certificates representing
Brewing Company Shares, other than Certificate
No. 4 held by Lunar, held by such Brewing
Company Shareholder shall have been delivered
to Craft;
2.2 any stamp duty payable in connection with the sale and
purchase of the number of the Brewing Company Shares
set forth opposite each Brewing Company Shareholder's
name in column two of Schedule I pursuant to this
Article IV hereof shall be borne by Craft; and
2.3 upon the relevant instruments of transfer and bought
and sold notes being properly stamped, Craft shall
tender to the Brewing Company all such share
certificates delivered by the Brewing Company
Shareholders under paragraph 2.1(iii) above for
cancellation together with the relevant duly stamped
instruments of transfer and bought and sold notes
whereupon Craft shall be issued a certificate in
respect of 4,749 Brewing Company Shares, thereafter,
each such Brewing Company Shareholder shall have no
right, title or interest in any Brewing Company
Shares.
ARTICLE V
The Distribution Company Exchange
1. Each of the Distribution Company Shareholders hereby agrees to
sell to Craft, and Craft hereby agrees to purchase and acquire, the Distribution
Company Shares set forth opposite each Distribution Company Shareholder's name
in column two of Schedule II, and in consideration for each such purchase and
acquisition, Craft shall issue and deliver the number of Craft Shares set forth
opposite such Distribution Company Shareholder's name in column three of
Schedule II to each such Distribution Company Shareholder.
2. Each of the Distribution Company Shareholders and Craft agrees
that:
2.1 completion of the sale and purchase of the number of the
Distribution Company Shares set forth opposite each
Distribution Company Shareholder's name in column two of
Schedule II
13
pursuant to paragraph 1 above shall take place upon
execution of this Agreement by each such Distribution
Company Shareholder and Craft when all of the
following conditions shall have been satisfied:
(i) each Distribution Company Shareholder shall
have delivered to Craft a duly executed bought
note and instrument of transfer in favor of
Craft in respect of the number of the
Distribution Company Shares set forth opposite
his name in column two of Schedule II;
(ii) a declaration of trust duly executed by Lunar
in favor of Craft in respect of one
Distribution Company Share shall have been
delivered to Craft; and
(iii) any and all share certificates representing
Distribution Company Shares held by each such
Distribution Company Shareholder shall have
been delivered to Craft;
2.2 any stamp duty payable in connection with the sale and
purchase of the number of the Distribution Company
Shares set forth opposite each such Distribution Company
Shareholder's name in column two of Schedule II pursuant
to this Article V hereof shall be borne by Craft; and
2.3 upon the relevant instruments of transfer and bought and
sold notes being properly stamped Craft shall tender to
the Distribution Company all such share certificates
delivered by the Distribution Company Shareholders under
paragraph 2.1(iii) above for cancellation together with
the relevant duly stamped instruments of transfer and
bought and sold notes where upon Craft shall be issued a
certificate in respect of 249 Distribution Company
Shares and Lunar shall be issued a certificate in
respect of one Distribution Company Share. Thereafter,
each such Distribution Company Shareholder shall have no
right title or interest in any Distribution Company
Shares.
14
ARTICLE VI
Effectiveness of Agreement
This Agreement shall become effective when (i) counterparts
hereof shall have been executed and delivered by persons entitled to receive a
majority of the Old Craft Shares issued pursuant to Article III, Article IV and
Article V and by each of the Craft Directors, the Brewing Company Directors and
the Distribution Company Directors and (ii) a majority of the Old Craft Shares
authorized to be issued under Article III, Article IV and Article V have been
issued pursuant to such Articles to the person or persons described herein.
ARTICLE VII
Miscellaneous
1. This Agreement embodies the complete agreement and
understanding among the parties hereto with respect to the
subject matter hereof and supersedes any prior understandings,
agreements, resolutions or representations, written or oral,
that may have related to the subject matter in any way. Each
of the parties hereto confirms and acknowledges that he is not
entitled to any shares of capital stock in the Brewing
Company, the Distribution Company or Craft or any interest
therein other than pursuant to this Agreement and all previous
documents signed by any such party with respect to any of the
matters referred to herein shall cease to have any effect
unless otherwise provided herein.
2. This Agreement may be executed in counterparts, each of which
shall be an original and all of which shall constitute one and
the same instrument when a counterpart hereof has been signed
by each of the parties hereto.
3. This Agreement shall be governed by the laws of the State of
New York, but without giving effect to applicable principles
of conflicts of law to the extent that the application of the
laws of another jurisdiction would be required thereby.
4. The article headings in this Agreement are for convenience of
reference only and shall in no event affect the meaning or
interpretation of this Agreement.
15
5. In this Agreement, words importing the singular include the
plural and vice versa, words importing a gender include every
gender and references to persons include bodies corporate or
unincorporate.
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto as of the date set forth above.
SOUTH CHINA BREWING COMPANY LIMITED
/s/ Pierre William Harrison Bordeaux
______________________________________________
By: Pierre William Harrison Bordeaux
SCBC DISTRIBUTION COMPANY LIMITED
/s/ Pierre William Harrison Bordeaux
______________________________________________
By: Pierre William Harrison Bordeaux
CRAFT BREWING HOLDINGS LIMITED
/s/ Pierre William Harrison Bordeaux
______________________________________________
By: Pierre William Harrison Bordeaux
SAZERAC COMPANY, INC.
/s/ Pierre William Harrison Bordeaux
______________________________________________
By: Pierre William Harrison Bordeaux
/s/ Federico Guillermo Cabo Alvarez
______________________________________________
Federico Guillermo Cabo Alvarez
/s/ David K. Haines
______________________________________________
By: David K. Haines
16
BPW HOLDING, LTD.
/s/ John F. Beaudette
______________________________________________
By: John F. Beaudette
/s/ Norman Herbert Brown, Jr.
______________________________________________
Norman Herbert Brown, Jr.
/s/ Harry Friedberg
______________________________________________
Harry Friedberg
/s/ Jonathan Julian Ashby Gurnsey
______________________________________________
Jonathan Julian Ashby Gurnsey
/s/ Sheldon Kasowitz
______________________________________________
Sheldon Kasowitz
/s/ Michael MacKenzie
______________________________________________
Michael MacKenzie
/s/ Jeremy Muller
______________________________________________
Jeremy Muller
/s/ P.M.H. Carr-Smith
______________________________________________
P.M.H. Carr-Smith
/s/ James Craig Chapman
______________________________________________
James Craig Chapman
/s/ Steven Marzo
______________________________________________
Steven Marzo
/s/ Danny L. Quant
______________________________________________
Danny L. Quant
/s/ Rajesh Sharma
______________________________________________
Rajesh Sharma
/s/ Philip Teed
______________________________________________
Philip Teed
/s/ Susan Sisko Teed
______________________________________________
Susan Sisko Teed
/s/ Geoffrey Carolan
______________________________________________
Geoffrey Carolan
/s/ David Cody
______________________________________________
David Cody
/s/ Thomas D. Schroeder
______________________________________________
Thomas D. Schroeder
/s/ C. Porter Shutt
______________________________________________
C. Porter Shutt
/s/ Niall Shiner
______________________________________________
Niall Shiner
/s/ Darryl Tang
______________________________________________
Darryl Tang
/s/ Michael Novogratz
______________________________________________
Michael Novogratz
/s/ Cyril Yap
______________________________________________
Cyril Yap
/s/ Alvin Khoo
______________________________________________
Alvin Khoo
/s/ Eric Green
______________________________________________
Eric Green
/s/ Peter Hirschman
______________________________________________
Peter Hirschman
/s/ Adam Aston
______________________________________________
Adam Aston
/s/ Joel Abramson
______________________________________________
Joel Abramson
17
Schedule I
- -----------------------------------------------------------------------------------------
South China Brewing Craft Brewing Holdings
Company Limited Shares Limited Shares
- -----------------------------------------------------------------------------------------
(1) (2) (3)
Sazerac Company, Inc. 1,520 3,800
Federico Guillermo Cabo Alvarez 1,520 3,800
Lunar Holdings Limited 949 2,375
BPW Holding, Ltd. 380 950
Norman Herbert Brown, Jr. 380 950
18
Schedule II
- -------------------------------------------------------------------------------------------
SCBC Distribution Company Craft Brewing Holdings
Limited Shares Limited Shares
- -------------------------------------------------------------------------------------------
(1) (2) (3)
Sazerac Company, Inc. 80 3,800
Federico Guillermo Cabo Alvarez 80 3,800
Lunar Holdings Limited 49 2,375
BPW Holdings, Ltd. 20 950
Norman Herbert Brown, Jr. 20 950
19
Schedule III
- -----------------------------------------------------------------------------------------
Hong Kong Investor Craft Brewing Holdings Consideration
Limited Shares
- -----------------------------------------------------------------------------------------
(1) (2) (3)
Harry Friedberg 135 US$32,400
Jonathan Julian Ashby Gurnsey 100 US$24,000
Sheldon Kasowitz 100 US$24,000
Michael MacKenzie 90 US$21,600
Jeremy Muller 90 US$21,600
P.M.H. Carr-Smith 50 US$12,000
James Craig Chapman 50 US$12,000
Steven Marzo 50 US$12,000
Danny L. Quant 50 US$12,000
Rajesh Sharma 50 US$12,000
Philip & Susan Sisko Teed 50 US$12,000
Geoffrey Carolan 45 US$10,800
David Cody 45 US$10,800
Thomas D. Schroeder 45 US$10,800
C. Porter Shutt 45 US$10,800
Niall Shiner 45 US$10,800
Darryl Tang 45 US$10,800
Michael Novogratz 40 US$9,600
Cyril Yap 40 US$9,600
Alvin Khoo 25 US$6,000
Eric Green 20 US$4,800
Peter Hirschman 20 US$4,800
Adam Aston 15 US$3,600
Joel Abramson 5 US$1,200
20
Schedule IV
- -----------------------------------------------------------------------------------------
South China Brewing Company Limited
Shares Allotted on October 26, 1995
- -----------------------------------------------------------------------------------------
Sazerac Company, Inc. 1,519
Francisco Guillermo Cabo Alvarez 1,519
Lunar Holdings Limited 948
BPW Holding, Ltd. 380
Norman Herbert Brown, Jr. 379
21
Schedule V
- --------------------------------------------------------------------------------------
SCBC Distribution Company Limited
Shares Allotted on October 26, 1995
- --------------------------------------------------------------------------------------
Francisco Guillermo Cabo Alvarez 80
Sazerac Company, Inc. 79
Lunar Holdings Limited 49
BPW Holding, Ltd. 20
Norman Herbert Brown, Jr. 20
22
Schedule VI
- -----------------------------------------------------------------------------------------
Craft Brewing Holdings Limited Shares
Craft Brewing Holdings Limited Members Allotted Upon Share Split
- -----------------------------------------------------------------------------------------
Federico Guillermo Cabo Alvarez 1,016,000
Lunar Holdings Limited 380,000
BPW Holding LLC 152,000
Norman Herbert Brown, Jr. 152,000
Peter W. H. Bordeaux 200,000
Harry Friedberg 10,800
Jonathan Julian Ashby Gurnsey 8,000
Sheldon Kasowitz 8,000
Michael MacKenzie 7,200
Jeremy Muller 7,200
P.M.H. Carr-Smith 4,000
James Craig Chapman 4,000
Steven Marzo 4,000
Danny L. Quant 4,000
Rajesh Sharma 4,000
Philip & Susan Sisko Teed 4,000
Geoffrey Carolan 3,600
David Cody 3,600
Thomas D. Schroeder 3,600
C. Porter Shutt 3,600
Niall Shiner 3,600
Darryl Tang 3,600
Michael Novogratz 3,200
Cyril Yap 3,200
Alvin Khoo 2,000
Eric Green 1,600
Peter Hirschman 1,600
Adam Aston 1,200
Joel Abramson 400