Exhibit 10.7
FORM OF
STOCK ESCROW AND LOCK-IN AGREEMENT
This Escrow Agreement (the "Agreement") is made and entered into as of
the _____ day of __________, 199_, [THE DATE OF THE INITIAL CLOSING] by and
among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III ("▇▇▇▇▇"), ▇▇▇▇▇ Financial Group, Inc., a
Pennsylvania corporation ("PFG"), The Historic Bellefonte Brewery, Inc., a
Pennsylvania corporation (the "Company") and ____________________ ("Escrow
Agent").
R E C I T A L S
WHEREAS, ▇▇▇▇▇ and PFG are each owners of 206,250 shares (together the
"Escrow Shares") of the common stock, no par value, (the "Common Stock") of the
Company;
WHEREAS, the Company has proposed a public offering of a minimum of
500,000 and a maximum of 1,250,000 shares of Common Stock (the "Offering"), and
the Company has applied to the Pennsylvania Securities Commission for
registration of the shares of Common Stock to be offered for sale in the
Offering, and, in connection therewith, the Pennsylvania Securities Commission
has requested that ▇▇▇▇▇ and PFG as the founders of the Company enter into this
Agreement to provide for the escrow of the Escrow Shares on the terms and
conditions hereinafter set forth;
WHEREAS, ▇▇▇▇▇ and PFG each desire to subject up to 103,125 shares of
Common Stock owned by ▇▇▇▇▇ and PFG, respectively (together the "Condition
Shares") to possible return to the Company unless certain conditions are met as
set forth herein;
WHEREAS, ▇▇▇▇▇ and PFG may benefit from the Company's successful
completion of the Offering, and therefore desire to enter into this Agreement;
and
WHEREAS, ▇▇▇▇▇, PFG and the Company desire to appoint Escrow Agent as
escrow agent in accordance with the terms hereof, and Escrow Agent desires to
act as escrow agent in accordance with the terms hereof.
A G R E E M E N T
In consideration of the mutual promises contained herein and for other
good and valuable consideration, receipt of which is hereby acknowledged, and
intending to be legally bound, the parties agree as follows:
1. APPOINTMENT OF ESCROW AGENT. Escrow Agent is hereby appointed to
act as escrow agent in accordance with the terms hereof, and Escrow Agent hereby
accepts such appointment. Escrow Agent shall have all the rights, powers,
duties and obligations provided herein.
2. DEPOSIT OF ESCROW SHARES.
(a) ▇▇▇▇▇ and PFG shall deliver, upon execution of this
Agreement, to the Escrow Agent a stock certificate (or certificates), along with
stock powers executed in blank, evidencing ▇▇▇▇▇ and PFG's respective ownership
of the Escrow Shares.
(b) Escrow Agent shall, upon receipt of the Escrow Shares, hold
the Escrow Shares in escrow pursuant to the terms set forth in this Agreement.
3. DISTRIBUTION OF ESCROW SHARES.
(a) DEFINITIONS. For the purposes of this Agreement, the
following terms shall be defined as indicated:
(i) "Net Sales" shall mean sales less excise taxes;
(ii) "Net Income" shall mean income after income taxes;
(iii) "Fiscal Year" shall mean the twelve months ended
December 31 of each year (or other fiscal twelve month period selected by the
Company for its accounting and financial reporting);
(iv) "Requisite Net Revenues" shall mean $1,500,000 of Net
Revenues in any Fiscal Year;
(v) "Requisite Net Earnings" shall mean $275,000 of Net
Earnings in any Fiscal Year;
(vi) "Eligible Trading Market" shall mean the Common Stock
being quoted or included in the over-the-counter inter-dealer market, the Nasdaq
SmallCap Market, a national securities exchange or the Nasdaq Stock Market or
comparable securities exchange or market, for a period of at least six (6)
months;
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(vii) "Market Price" shall mean the mean average price on an
Eligible Trading Market (determined as the mean average of the high and low bid
price, the mean average closing bid price or the mean average closing price, as
applicable depending upon which Eligible Trading Market is used) during a
consecutive 6-week period (defined as six consecutive calendar weeks in which
there are a minimum of three days per week in which such Eligible Trading Market
is open for trading) other than any 6-week period during which ▇▇▇▇▇, PFG, the
Company, the officers or directors of PFG or the Company, or any Affiliates (as
hereinafter defined) of any of such persons or entities, have purchased any
shares of Common Stock; and
(viii) "Affiliate" shall mean a person that directly or
indirectly controls, or is controlled by, or is under common control with, such
other person, and, with respect to a natural person, shall also mean such
person's immediate family (i.e., spouse, parents, children, brothers and
sisters, mothers and fathers-in-law, sons and daughters-in-law and brothers and
sisters-in-law).
(b) DISTRIBUTION UPON SATISFACTION OF CERTAIN CONDITIONS.
(i) If the Company has Requisite Net Revenues or Requisite
Net Earnings in any of the three (3) Fiscal Years in the period ending December
31, 199_ [THE END OF THE THIRD FISCAL YEAR FOLLOWING THE INITIAL CLOSING], then
the Condition Shares shall no longer be considered Condition Shares, but shall
still be Escrow Shares, all of which shall continue to be subject to the
provisions of Section 5 of this Agreement.
(ii) If the Company has Requisite Net Revenues or
Requisite Net Earnings in any one of the four (4) Fiscal Years in the period
beginning on January 1, 199_ [THE BEGINNING OF THE FOURTH FISCAL YEAR FOLLOWING
THE INITIAL CLOSING] and ending December 31, 200_ [THE END OF THE SEVENTH
FISCAL YEAR FOLLOWING THE INITIAL CLOSING], then all of the Escrow Shares shall
be returned to ▇▇▇▇▇ and the Company and, upon such delivery by the Escrow
Agent, the escrow created by this Agreement shall cease and this Agreement
shall be terminated.
(iii) If the Company has not attained the Requisite Net
Revenues or Requisite Net Earnings in any Fiscal Year prior to January 1, 200_
[THE FIRST DAY OF THE EIGHTH FISCAL YEAR FOLLOWING THE INITIAL CLOSING], then
▇▇▇▇▇ and PFG shall be entitled to receive that percentage of the Condition
Shares equal to the highest percentage that the Company's actual Net Revenues or
actual Net Earnings in any Fiscal Year during the seven year period ending
December 31, 200_ [THE END OF THE SEVENTH FISCAL YEAR FOLLOWING THE INITIAL
CLOSING] bears to the Requisite Net Revenues or the Requisite Net Earnings,
whichever percentage is higher, and such percentage of Condition Shares shall be
returned to each of ▇▇▇▇▇ and PFG, and the balance of the Condition Shares
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shall be distributed to the Company, and ▇▇▇▇▇ and PFG shall have no further
rights to, or interest in, such balance of Condition Shares. Upon such
deliveries by the Escrow Agent, the escrow created by this Agreement shall cease
and this Agreement shall be terminated.
(c) EARLY DISTRIBUTION. If, after December 31, 199_ [THE END OF
THE THIRD FISCAL YEAR FOLLOWING THE INITIAL CLOSING], the Company has not
attained the Requisite Net Revenues or the Requisite Net Earnings in any Fiscal
Year prior to the date upon which ▇▇▇▇▇ and PFG, in their sole discretion, elect
to exercise their option to early terminate this escrow pursuant to this
provision (which shall be referred to as a "Section 3(b) Election"), ▇▇▇▇▇ and
PFG shall be entitled to receive that percentage of the Condition Shares equal
to the highest percentage that the Company's actual Net Revenues or actual Net
Earnings in any Fiscal Year ended prior to the date of ▇▇▇▇▇ and PFG's Section
3(b) Election bears to the Requisite Net Revenues or the Requisite Net Earnings,
whichever percentage is higher, and such percentage of the Condition Shares, as
well as the remainder of the Escrow Shares, shall be returned to ▇▇▇▇▇ and PFG,
and the balance of the Condition Shares shall be distributed to the Company, and
▇▇▇▇▇ and PFG shall have no further rights to, or interest in, such balance of
the Condition Shares. Upon such deliveries by the Escrow Agent, the escrow
created by this Agreement shall cease and this Agreement shall be terminated.
▇▇▇▇▇ and PFG shall exercise a Section 3(b) Election by sending notice to the
Company which shall then instruct the Escrow Agent in accordance with the
provisions of Section 4 of this Agreement.
(d) DISTRIBUTION UPON SALE OR MERGER.
(i) If, during the period from the date of the Agreement
until December 31, 200_ [THE END OF THE SEVENTH FISCAL YEAR FOLLOWING THE
INITIAL CLOSING], the Company is acquired, merged with or into another entity,
consolidated with another entity, or the Company sells all, or substantially all
of its assets (other than in the ordinary course of business) (collectively
referred to as a "Sale Transaction") and the consideration for the Sale
Transaction on a per share of Common Stock basis (the "Share Consideration") in
the form of cash, debt, stock, cash equivalent or any combination thereof, is
equal to or greater than the following amounts during the periods indicated:
$11.00 - From the date of this Agreement to December
31, 199_(1)
$12.10 - From January 1, 199_ to December 31, 199_
$13.31 - From January 1, 199_ to December 31, 199_
$14.64 - From January 1, 199_ to December 31, 199_
______________________
(1) [THE FIRST FISCAL YEAR FOLLOWING THE INITIAL CLOSING]
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$16.10 - From January 1, 200_ to December 31, 200_
$17.71 - From January 1, 200_ to December 31, 200_
$19.48 - From January 1, 200_ to December 31, 200_
then all of the Escrow Shares shall be returned to ▇▇▇▇▇ and PFG, respectively,
the escrow created by this Agreement shall cease and this Agreement shall be
terminated.
(ii) If during the period from the date of this Agreement
until December 31, 200_ [THE END OF THE SEVENTH FISCAL YEAR FOLLOWING THE
INITIAL CLOSING], a Sale Transaction occurs and the Share Consideration is less
than the amount specified in (c)(i) above, then, at ▇▇▇▇▇ and PFG's option,
▇▇▇▇▇ and PFG will be entitled to receive that percentage of the Condition
Shares equal to the percentage that the Share Consideration bears to the
applicable amount specified in (c)(i) above, and such percentage of the
Condition Shares, as well as the remainder of the Escrow Shares shall be
returned to ▇▇▇▇▇ and PFG and the balance of the Condition Shares shall be
distributed to the Company, and ▇▇▇▇▇ and PFG shall have no further rights to,
or interest in, such balance of the Condition Shares. Upon such deliveries by
the Escrow Agent, the escrow created by this Agreement shall cease and this
Agreement shall be terminated.
(iii) In the event that any portion of the Share
Consideration consists of stock of the Company or any other entity, the
provisions of subsection (c)(i) and (ii) shall not be available if such stock is
not, upon receipt by the shareholders of the Company, freely tradeable.
(e) DISTRIBUTION UPON COMMON STOCK PRICE GROWTH.
(i) If the Market Price of the Common Stock is equal to or
greater than $13.31 per share during the Fiscal Year ending December 31, 199_
[THE END OF THE THIRD FISCAL YEAR FOLLOWING THE INITIAL CLOSING], then the
Condition Shares shall no longer be considered Condition Shares, but shall still
be Escrow Shares, all of which shall continue to be subject to the provisions of
Section 5 of this Agreement.
(ii) If the Market Price of the Common Stock is equal to or
greater than the following amounts during the periods indicated:
$14.64 - From January 1, 199_ to December 31, 200_(1)
$16.10 - From January 1, 200_ to December 31, 200_
$17.71 - From January 1, 200_ to December 31, 200_
$19.48 - From January 1, 200_ to December 31, 200_
________________________
(1) [THE FOURTH FISCAL YEAR FOLLOWING THE INITIAL CLOSING]
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then all of the Escrow Shares shall be returned to ▇▇▇▇▇ and PFG, the escrow
created by this Agreement shall cease and this Agreement shall be terminated.
(f) DISTRIBUTION AT END OF ESCROW TERM. If the Escrow Agent has
not received notice pursuant to Section 4 of this Agreement on or before
_________________, 200_ [NINETY DAYS FOLLOWING THE END OF THE SEVENTH FISCAL
YEAR FOLLOWING THE INITIAL CLOSING], then all of the Condition Shares shall be
delivered to the Company, and ▇▇▇▇▇ and PFG shall have no further rights to, or
interest in, the Condition Shares, and the remainder of the Escrow Shares shall
be returned to ▇▇▇▇▇ and PFG. Upon such deliveries by the Escrow Agent, the
escrow created by this Agreement shall cease and this Agreement shall be
terminated.
(g) NO FRACTIONAL SHARES. In the event that any fractional
shares would be required to be distributed pursuant to any provision of this
Agreement, such amounts shall be rounded to the nearest whole share, and the
Escrow Agent shall only distribute whole shares.
(h) OPERATING RESULTS. For the purposes of this Agreement, the
Company's Net Revenues and Net Earnings shall be determined by reference to the
Company's financial statements, which shall be prepared in accordance with
generally accepted accounting principles consistently applied and audited by the
Company's independent accountants.
(i) ADJUSTMENTS FOR RECAPITALIZATION, ETC. In the event that
the Common Stock is divided, combined, changed into or exchanged for another
class or kind of security or otherwise recapitalized, all references in this
Agreement to the Common Stock, share amounts and per share prices shall be
deemed to refer to and reflect the Common Stock as so adjusted.
(j) DIVIDENDS, DISTRIBUTIONS, ETC. Any dividends, distributions
or other property which accrues or is paid with respect to the Escrow Shares
shall be delivered to the Escrow Agent to be held in escrow in accordance with
the terms of this Agreement, all of which shall be distributed to ▇▇▇▇▇ and PFG
with the delivery of the Escrow Shares in accordance with the terms of this
Agreement, notwithstanding that a portion of such dividends, distributions or
other property may be attributable to Condition Shares which are delivered to
the Company.
(k) VOTING RIGHTS. During the term of this Agreement, ▇▇▇▇▇ and
PFG shall have the sole power to vote their respective Escrow Shares.
(l) STATUS OF SHARES DELIVERED TO THE COMPANY. All shares
delivered to the Company in accordance with the provisions of this Agreement
shall thereupon no longer be owned
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by ▇▇▇▇▇ and PFG and no longer considered outstanding. Such shares may, at the
Company's option, be held as treasury stock, be cancelled or otherwise treated
in accordance with the provisions of the Company's Articles of Incorporation,
Bylaws and applicable laws.
(m) CHANGE IN THE COMPANY'S FISCAL YEAR. In the event the
Company, during the term of this Escrow Agreement, changes its Fiscal Year to
another 12-month period, all references in this Agreement to particular Fiscal
Years and to periods ending on the last day of particular Fiscal Years shall be
deemed to refer to the Fiscal Years and the last day of the Fiscal Years ending
nearest to such dates.
4. NOTICE TO ESCROW AGENT. No provision of this Agreement shall be
triggered and the Escrow Agent shall not be required to take any actions unless
and until the Escrow Agent receives written notice from the Company with
specific instructions as to the specific provisions of this Agreement desired to
be effected and the specific facts supporting such action pursuant to the terms
of this Agreement. Such notice shall be signed by the President and Chief
Financial Officer of the Company and shall be accompanied by documentation of
the satisfaction of the specific terms of this Agreement. A copy of such notice
shall be sent by the Company to ▇▇▇▇▇ and PFG.
5. RESTRICTIONS ON TRANSFER.
(a) During the period in which the Escrow Shares are subject to
the escrow created by this Agreement, neither ▇▇▇▇▇ nor PFG shall sell, transfer
or otherwise dispose of any of the Escrow Shares except as set forth in this
Section 5.
(b) Notwithstanding the restrictions set forth in (a) above,
in the event that the Condition Shares are no longer considered Condition
Shares pursuant to the terms of this Agreement, neither ▇▇▇▇▇ nor PFG may
sell, transfer or otherwise dispose of any of the Escrow Shares during the
Fiscal Year ending December 31, 199_ [THE END OF THE FIRST FISCAL YEAR
FOLLOWING THE INITIAL CLOSING], and ▇▇▇▇▇ and PFG may sell, transfer or
otherwise dispose of any of the Escrow Shares and the escrow created by this
Agreement shall cease and this Agreement shall terminate during the Fiscal
Year ending December 31, 199_ [THE END OF THE SECOND FISCAL YEAR FOLLOWING
THE INITIAL CLOSING] only if the price at which such disposition occurs is
equal to or greater than $20.00 per share or during the Fiscal Year ending
December 31, 199_ [THE END OF THE THIRD FISCAL YEAR FOLLOWING THE INITIAL
CLOSING] only if the price at which such disposition occurs is equal to or
greater than $10.00 per share; after December 31, 199_ [THE END OF THE THIRD
FISCAL YEAR FOLLOWING THE INITIAL CLOSING], there will be no restrictions on
▇▇. ▇▇▇▇▇ and PFG's ability to dispose any of the Escrow Shares and the
escrow created by this Agreement shall cease and this Agreement shall
terminate.
(c) The provisions of Section 5(a) and 5(b) shall not apply in
the event the provisions of Section 3(c) become effective.
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6. LIMITATION ON LIABILITY AND INDEMNITY OF ESCROW AGENT.
(a) Escrow Agent may act upon any written notice, certificate,
instrument, request, waiver, consent, paper or other document that Escrow Agent
in good faith reasonably believes to be genuine and to have been made, sent,
signed, prescribed or presented by the proper person or persons. Escrow Agent
shall not be liable for any action taken or omitted by it in connection with the
performance of its duties and obligations hereunder, except for its own gross
negligence or willful misconduct. Escrow Agent shall be under no obligation to
institute or defend any action, suit or legal proceeding in connection with this
escrow or this Agreement unless it is indemnified to its satisfaction by the
party or parties which desire that it undertake such action.
(b) Escrow Agent shall be under no obligation or liability for
failure to inform ▇▇▇▇▇, PFG or the Company regarding any transaction or facts
within Escrow Agent's knowledge, even though the same may concern the matters
described herein, provided they do not prevent or interfere with Escrow Agent's
compliance with this Agreement, nor shall Escrow Agent be liable for the
sufficiency, correctness or genuineness as to form, manner of execution or
validity of any instrument deposited, nor as to identity, authority or rights of
any person executing the same, except as above provided.
(c) If, during or after the term of this escrow, Escrow Agent
receives or becomes aware of any conflicting demands or claims with respect to
the Escrow Shares or the rights of any of the parties hereto, or any property
disputed herein or affected hereby, Escrow Agent shall have the right to
discontinue any or all further acts on its part until such conflict is resolved
to its and the parties' satisfaction, and Escrow Agent shall have the further
right to commence or defend any action or proceeding for the determination of
such conflict. In the event Escrow Agent files suit in interpleader and
deposits the Escrow Shares in a court of competent jurisdiction, it shall be
fully released and discharged from all further obligations under this Agreement
(but such release and discharge shall not relieve Escrow Agent from any
liability incurred prior to such event).
(d) Escrow Agent may consult with legal counsel satisfactory to
it in connection with any dispute, the construction of any provision of this
Agreement or the duties and obligations of Escrow Agent under this Agreement.
(e) The Company hereby agrees to indemnify Escrow Agent and will
reimburse Escrow Agent for all liabilities, costs and expenses (including
reasonable attorneys fees) that Escrow Agent may suffer or incur by reason of
its execution and
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performance of this Agreement, except by reason of its own gross negligence or
willful misconduct.
7. RELEASE OF ESCROW AGENT. The release of the Condition Shares and
the Escrow Shares in accordance with the terms and provisions of this Agreement
shall fully and completely release Escrow Agent from any obligations or
liabilities assumed under this Agreement with respect to the Escrow Shares.
8. COMPENSATION OF ESCROW AGENT. Escrow Agent shall be entitled to
compensation as set forth in Schedule A and reimbursement of actual fees, costs
and expenses, including reasonable attorneys' fees, suffered or incurred by
Escrow Agent in connection with the performance of its duties and obligations
hereunder, including but not limited to, any suit in interpleader brought by
Escrow Agent, all of which compensation, fees, costs and expenses shall be paid
by the Company.
9. RESIGNATION AND REMOVAL OF ESCROW AGENT. Escrow Agent or any
successor to it may resign and be discharged of its duties and obligations
hereunder by delivering written notice to the Company, ▇▇▇▇▇ and PFG specifying
the effective date of such resignation, which date shall not be earlier than 30
days following the receipt by the Company, ▇▇▇▇▇ and PFG of the notice of
resignation. Such resignation shall take effect on the date specified in the
notice of resignation, unless a successor escrow agent has been appointed, in
which case such resignation shall take effect immediately upon receipt by such
successor escrow agent of the Escrow Shares. Escrow Agent may be removed by the
joint action of the Company, ▇▇▇▇▇ and PFG, with or without cause, at any time
upon 10 days' prior written notice to Escrow Agent, which notice may be waived
by Escrow Agent.
Notwithstanding any resignation or removal of Escrow Agent, Escrow
Agent shall continue to serve in its capacity as escrow agent until (a) a
successor agent is appointed and has accepted such appointment and (b) the
Escrow Shares have been transferred to and received by such successor escrow
agent. The Company shall promptly take the necessary action to appoint a
successor escrow agent in accordance with the provisions of Section 10.
10. APPOINTMENT OF SUCCESSOR ESCROW AGENT. If at any time Escrow
Agent shall resign, be removed or otherwise become incapable of acting as escrow
agent pursuant to this Agreement, a successor escrow agent shall be appointed by
the Company by a written instrument delivered to the successor escrow agent. If
no successor escrow agent has been appointed at the effective date of
resignation or removal of Escrow Agent or within 10 days after the time Escrow
Agent became incapable of acting as escrow agent pursuant to this Agreement, any
party hereto may petition a court of competent jurisdiction for an appointment
of a successor escrow agent and Escrow Agent shall have the right to refuse to
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release the Escrow Shares until a successor escrow agent is appointed and has
accepted such appointment. Upon the appointment and acceptance of any successor
escrow agent hereunder, Escrow Agent shall transfer the Escrow Shares, to its
successor. Upon receipt by the successor escrow agent of the Escrow Shares,
Escrow Agent shall be discharged from any continuing duties or obligations under
this Agreement, but such discharge shall not relieve Escrow Agent from any
liability incurred prior to such event, and the escrow agent shall be vested
with all rights, powers, duties and obligations of Escrow Agent under this
Agreement.
11. PARTIES IN INTEREST. This Agreement shall be binding upon and
inure to the benefit of each party, and nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever by, under or by reason of this Agreement. Nothing in this
Agreement is intended to relieve or discharge the obligation of any third person
to, or to confer any right of subrogation or action over against, any party to
this Agreement.
12. NOTICES. Any notice or other communication hereunder must be
given in writing and either (a) delivered in person, (b) transmitted by telefax
or other telecopy mechanism, provided that any notice so given is also mailed as
provided in clause (c), or (c) mailed, postage prepaid, return receipt requested
as follows:
If to the Company, addressed to:
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
The Historic Bellefonte Brewery
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX #:
If to PFG, addressed to:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ Financial Group, Inc.
___________________________
___________________________
FAX #:
If to ▇▇▇▇▇, addressed to:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
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If to the Escrow Agent, addressed to:
___________________________
___________________________
___________________________
In all cases, with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FAX #: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address or to such other person as either party shall have last
designated by such notice to the other party. Each such notice or other
communication shall be effective (a) if given by telecommunication, when
transmitted to the applicable number so specified in (or pursuant to) this
Agreement and an appropriate answerback is received, (b) if given by mail, three
business days after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid or (c) is given by any other
means, when actually delivered at such address.
13. AMENDMENTS; WAIVERS. This Agreement may be amended only by an
agreement in writing of all parties. No waiver of any provision nor consent to
any exception to the terms of this Agreement shall be effective unless in
writing and signed by the party to be bound, and then only to the specific
purpose, extent and instance so provided.
14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and by different parties in separate counterparts. All of such
counterparts shall constitute one and the same agreement and shall become
effective when one or more counterparts of this Agreement have been signed by
the Company, ▇▇▇▇▇ and PFG and Escrow Agent, and the Escrow Shares have been
delivered to the Escrow Agent.
15. ASSIGNMENT; SUCCESSORS AND ASSIGNS. Neither this Agreement nor
any rights or obligations under it are assignable. This Agreement shall be
binding upon, inure to the benefit of and be enforceable by the successors and
permitted assigns of the respective parties.
16. SEVERABILITY. If any provision of this Agreement is held invalid
by any court, governmental agency or regulatory body, the other provisions shall
remain in full force and effect.
17. HEADINGS. The descriptive headings of the Sections of this
Agreement are for convenience only and do not constitute a part of this
Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on the day and year first above written.
___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
▇▇▇▇▇ FINANCIAL GROUP, INC.
By:________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
THE HISTORIC BELLEFONTE BREWERY, INC.
By:________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
ESCROW AGENT:
___________________________________
By:________________________________
Name:
Title:
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