Exhibit 10.1


 


SUBSCRIPTION
AGREEMENT


 


THIS SUBSCRIPTION AGREEMENT is made and entered into June 8, 2004
between Todhunter International, Inc., a Delaware corporation (the “Company”),
and Angostura Limited, a corporation organized under the laws of Trinidad &
Tobago (“Angostura”).


 


The parties hereto agree as follows.


 


1.             Angostura shall purchase, and the Company
shall issue to Angostura, 714,285 unregistered shares of common stock of the
Company (the “Shares”) for an aggregate purchase price of $10,000,000, or
$14.000014 per share (the “Per Share Purchase Price”), promptly upon approval
by the American Stock Exchange of the Company’s listing application with
respect to the Shares.  Angostura agrees
to transfer $10,000,000 to the Company on June 9, 2004 as payment of the
purchase price for the Shares.


 


2.             Concurrently herewith, the Company and
Angostura shall execute the Registration Rights Agreement attached hereto as Exhibit
A (the “Registration Rights Agreement”).


 


3.             Angostura
will pay all of its expenses in connection with its subscription for the
Shares.  Angostura will pay one-half of
the Company’s expenses related to this Agreement within five (5) days of its
receipt of written evidence of such expenses from the Company, including, but
not limited, to the fees and expenses of: the Company’s counsel, the Special
Committee of the Company’s Board of Directors (the “Special Committee”)
established for purposes of evaluating and determining the price of Angostura’s
purchase of the Shares, the Special Committee’s counsel, and Houlihan Lokey
Howard & Zukin, the investment banker engaged by the Company’s Special
Committee.


 


4.             Angostura represents, warrants and agrees as
follows:


 


(a)           (i) Angostura has full authority under its governing
instruments and applicable law to purchase the Shares; (ii) the purchase of the
Shares has been duly authorized; (iii) the individual signing this Subscription
Agreement and the Registration Rights Agreement has actual authority to execute
this Subscription Agreement and the Registration Rights Agreement on behalf of
Angostura; (iv) Angostura has not been formed for the specific purpose of
purchasing the Shares; and (v) Angostura has been in existence for at least
ninety (90) days prior to the date hereof.


 


(b)           Angostura acknowledges that it has received or had access
to all information it deemed necessary or appropriate to evaluate the merits
and risks of an investment in the Shares. 
Angostura acknowledges that the Company has made available to it the
opportunity to obtain additional information to verify the accuracy of the
information provided to it and to evaluate the merits and risks of


 


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an investment in the Shares.  Angostura further acknowledges that it has
had the opportunity to ask questions of and receive answers from the Company,
or a person or persons acting on behalf of the Company, concerning the terms
and conditions of the offering, the Company and the information provided to it.


 


(c)           Angostura has such knowledge and experience in financial
and business matters to enable it to evaluate the risks and merits of an
investment in the Shares, and the tax consequences associated therewith, and to
make an informed decision with respect thereto.


 


(d)           Angostura understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
the securities laws of any state or any other applicable securities laws, rules
or regulations in reliance upon exemptions therefrom.  Such reliance is in part predicated upon the truth and accuracy
of the representations of Angostura contained herein.  Angostura understands that the Shares must be held for at least a
two-year period unless, among other things, they are subsequently registered
under the Securities Act and applicable state securities laws unless an
exemption from such registration is available. 
Angostura further understands that, other than pursuant to the
Registration Rights Agreement, the Company is under no obligation to register
the Shares on its behalf or to assist it in registering or in complying with
any exemption from registration.


 


(e)           The Shares are being purchased solely for Angostura’s own
account for investment and not for the account of any other person and not with
a view to distribution, assignment or resale, and no other person has a direct
or indirect beneficial interest in the Shares through Angostura.  Angostura is not participating, directly or
indirectly, in a distribution or transfer of the Shares, or in the underwriting
of any such distribution or transfer, and it will not act in any way that would
cause it to be considered an underwriter within the meaning of the Securities
Act.


 


(f)            All information which Angostura may have provided to the
Company concerning itself, its financial position and its knowledge of
financial and business matters, is correct and complete as of the date set
forth at the end of this Subscription Agreement, and if there should be any
change in such information prior to its subscription being accepted, Angostura
will immediately provide the Company with such revised information.


 


(g)           Angostura understands that it has received no assurances
regarding the tax treatment of its investment in the Shares and that existing
tax laws and regulations may be modified in the future and could deny it all or
a portion of the tax benefits, if any, which may be available under existing
laws and regulations.  No tax opinion or
advice is being rendered by the Company in connection with the offering of the
Shares.  Angostura is relying (and will
continue to rely) solely on the advice of its own advisors with respect to an
investment in the Company and has consulted with its advisors as Angostura


 


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deemed necessary prior to making a
determination whether to invest in the Shares.


 


(h)           Angostura has not been solicited to subscribe for the
Shares by means of general advertising or general solicitation.


 


(i)            Angostura (and any customer for whose account it is
acting as fiduciary agent) qualifies as an “Accredited Investor,” as that term
is defined in Rule 501(a) of Regulation D of the Securities Act.


 


(j)            Angostura understands the meaning and legal consequences
of the foregoing representations, warranties and agreements, which are true as
of the date hereof and will be true as of the date of the purchase of the
Shares by Angostura.  Each such
representation, warranty and agreement shall survive such purchase.  Angostura understands that the information
furnished by it will be relied upon by the Company in connection with the
offering of the Shares.


 


(k)           Angostura agrees not to offer, sell, contract to sell,
grant any option to purchase, make any short sale or otherwise dispose of the
Shares for the nine (9) months following the consummation of its purchase of
the Shares; provided, however, that Angostura may pledge the Shares during such
nine-month period provided that the pledgee(s) agrees in writing to be bound by
the restrictions of this Section 4(k) during such nine-month period.


 


5.             Indemnification. 
Angostura understands the consequences of the agreements,
representations and warranties set forth in this Subscription Agreement, and
shall indemnify and hold harmless, on demand, the Company and its respective officers,
directors, affiliates, agents, and employees from and against all claims,
allegations, damages, losses, costs and expenses (including reasonable
attorneys’ fees) which they may incur, directly or indirectly, by reason of
Angostura’s failure to fulfill any of the terms or conditions of this
Subscription Agreement, of the misrepresentations or inaccuracy of any of
Angostura’s representations and warranties herein, or in any document provided
by Angostura to the Company.


 


6.             Counterparts. 
This Subscription Agreement may be executed in counterparts, all of
which shall be deemed to be duplicate originals.


 


7.             Jurisdiction and Venue. 
The parties acknowledge that a substantial portion of the negotiations,
anticipated performance and execution of this Agreement occurred or shall occur
in Palm Beach County, Florida.  Any
civil action or legal proceeding arising out of or relating to this Agreement
shall be brought in the courts of record of the State of Florida in Palm Beach County
or the United States District Court, Southern District of Florida.  Each party consents to the jurisdiction of
such Florida court in any such civil action or legal proceeding and waives any
objection to the laying of venue of any such civil action or legal proceeding
in such Florida court.  Service of any
court paper may be effected on such party by mail, as provided in this
Agreement, or in


 


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such
other manner as may be provided under applicable laws, rules of procedure or
local rules.


 


8.             Enforcement Costs.  If
any civil action, arbitration or other legal proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any provision of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys’ fees, court costs, sales and use taxes and all
expenses even if not taxable as court costs (including, without limitation, all
such fees, taxes, costs and expenses incident to arbitration, appellate,
bankruptcy and post judgment proceedings), incurred in that proceeding, in
addition to any other relief to which such party or parties may be
entitled.  Attorneys’ fees shall include,
without limitation, paralegal fees, investigative fees, administrative costs,
sales and use taxes and all other charges billed by the attorney to the
prevailing party (including any fees and costs associated with collecting such
amounts).


 


9.             Equitable Remedies. 
Each of the parties acknowledges that the parties will be irreparably
damaged (and damages at law would be an inadequate remedy) if this Agreement is
not specifically enforced.  Therefore,
in the event of a breach or threatened breach by any party of any provision of
this Agreement, then the other parties shall be entitled, in addition to all
other rights or remedies, (a) to an injunction restraining such breach, without
being required to show any actual damage or to post an injunction or other
bond, or (b) to a decree for specific performance of the provisions of this
Agreement, or both.


 


10.           General.


 


(a)           Angostura will not transfer or assign this Subscription Agreement, or
any of its interest herein.


 


(b)           This Subscription Agreement is irrevocable (except for withdrawal rights
under applicable state securities laws) and shall be binding upon the parties
hereto and their respective successors and permitted assigns.


 


(c)           This Subscription Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and may be amended
only by a writing executed by all parties.


 


(d)           This Subscription Agreement shall be enforced, governed and construed in
all respects in accordance with the laws of the State of Delaware, without
reference to principles of conflicts of laws.


 


11.           Rights Offering. 
The Company agrees that, as soon as possible following the closing (the
“Closing”) of the stock purchase contemplated by this Subscription Agreement,
it will use its best efforts to complete an offering (the “Rights Offering”),
pursuant to a registration statement (the “Registration Statement”) filed with
the Securities and Exchange Commission, pursuant to which each stockholder of
the Company other than Angostura and its affiliates (each a “Public
Stockholder” and


 


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collectively,
the “Public Stockholders”) shall have the right to purchase such holder’s pro
rata amount of a number of shares of common stock of the Company that will
permit the Public Stockholders in the aggregate to maintain the percentage
stock ownership the Public Stockholders owned prior to the Closing, at a price
per share equal to the lesser of: (a) $14.00 per share, and (b) the closing
quotation of the Company’s common stock on the American Stock Exchange on the
date that is two (2) days prior to the effective date of the Registration
Statement.  The terms of the Rights
Offering shall provide that to the extent any Public Stockholder does not elect
to purchase such holder’s pro rata share, the remaining Public Stockholders
shall have the further opportunity to purchase, on a pro rata basis, such
shares.  The Company agrees to use its
best efforts to file the Registration Statement within sixty (60) days following
the Closing.  Angostura agrees that it
will take all actions necessary to facilitate the Rights Offering.  The Company shall be responsible for its
expenses in connection with the Rights Offering.


 


IN WITNESS WHEREOF the parties hereto have
executed this agreement as of June 8, 2004.


 


 


	
   

  	
  TODHUNTER INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay S. Maltby

  	
   

  
	
   

  	
  Name:

  	
  Jay S. Maltby

  
	
   

  	
  Title:  Chief Executive Officer and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANGOSTURA LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael E. Carballo

  	
   

  
	
   

  	
  Name:

  	
  Michael E. Carballo

  
	
   

  	
  Title:  Group Company Secretary and

  Treasurer

  
								



 


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EXHIBIT A


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (the “AGREEMENT”) is made and entered into as of
June    , 2004, between Todhunter International, Inc. a
Delaware corporation (the “COMPANY”), and Angostura Limited, a Trinidad
corporation (the “HOLDER”).


 


This Agreement is made concurrently with the
purchase by the Holder of 714,285 unregistered shares of the Company’s Common
Stock (the “SECURITIES”) for an aggregate purchase price of $10 million (the
“STOCK PURCHASE”).  In order to induce
the Holder to enter into the Stock Purchase, the Company has agreed to provide
to the Holder the registration rights set forth in this Agreement.


 


In consideration of the foregoing, the
parties hereto agree as follows:


 


1.             DEFINITIONS.


 


As used in this Agreement, the following
capitalized defined terms shall have the meanings set forth below (certain
terms being defined elsewhere in this Agreement):


 


“1933 ACT” shall mean the Securities Act of
1933, as amended from time to time.


 


“BOARD” shall mean the Board of Directors of
the Company, or any committee of the Board of Directors authorized to act with
respect to this Agreement.


 


“BUSINESS DAY” shall mean any day other than
Saturday, Sunday or legal holiday on which banks in the State of Florida are
not open for business.


 


“COMPANY” shall have the meaning set forth in
the preamble and shall also include the Company’s successors.


 


“COMMON STOCK” shall mean the Common Stock of
the Company, par value $.01 per share.


 


“PERSON” shall mean an individual,
partnership, corporation, trust or unincorporated organization, or a government
or agency or political subdivision thereof.


 


“PROSPECTUS” shall mean the prospectus
included in a Registration Statement, including any preliminary prospectus, and
any such prospectus as amended or supplemented, including all material
incorporated by reference therein.


 


“REGISTRABLE SECURITIES” shall mean the
Securities; provided, however, that any given Security shall cease to be a
Registrable Security (i) when such Security has been distributed to the public
pursuant to an offering registered under the 1933 Act


 


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or
pursuant to a transaction exempt from registration under Rule 144 under the
1933 Act (or any similar rule then in force) or (ii) when such Security shall
have ceased to be outstanding.


 


“REGISTRATION EXPENSES” shall mean any and
all reasonable expenses incident to performance of or compliance by the Company
with this Agreement, including without limitation: (i) all SEC, stock exchange
or National Association of Securities Dealers, Inc. registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements
of counsel for any underwriters or the Holder in connection with blue sky
qualification of any of the Registrable Securities), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreement
and other documents relating to the performance of and compliance with this
Agreement, (iv) the fees and disbursements of counsel for the Company and for
any underwriters, and (v) the fees and disbursements of the independent public
accountants of the Company, including the expenses of any special audits or
“cold comfort” letters required by or incident to such performance and
compliance.


 


“REGISTRATION STATEMENT” shall mean any
registration statement of the Company that covers any of the Registrable
Securities pursuant to the provisions of this Agreement and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“SEC” shall mean the Securities and Exchange
Commission.


 


2.             REGISTRATION ON REQUEST.


 


(a)           Subject to the limitations set forth herein,
if the Company shall receive written notice requesting registration of
Registrable Securities (a “REGISTRATION REQUEST”) from the Holder:


 


(i)            the Company shall promptly, but in no event
more than ten (10) business days following the receipt of such request, deliver
to the Holder written notice of its intention to file a Registration Statement
pursuant to such Registration Request and specify the principal amount, or
number of shares, as the case may be, of Registrable Securities proposed to be
included pursuant to the Registration Request by the Holder;


 


(ii)           the Company shall, within the time period
specified in paragraph 2(b), below, prepare, file and use its best efforts to
cause to become effective a Registration Statement under the 1933 Act relating
to the Registrable Securities specified in the Registration Request for
inclusion; and


 


(iii)          the Company shall use its best efforts to
keep such Registration Statement current and effective until the earlier of (i)
three (3) months after


 


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the
date such Registration Statement is declared effective and (ii) the date that
the Registrable Securities covered by such Registration Statement have been
disposed of pursuant thereto.


 


(b)           The Company shall be obligated to file such
Registration Statement as promptly as practicable, but in any event within
ninety (90) days after receipt of any Registration Request; provided, however,
that, with respect to any Registration Statement filed, or to be filed,
pursuant to this paragraph 2, if the Company shall furnish to the Holder a
certificate of an executive officer of the Company stating that, in such
officer’s good faith judgment, it would (because of the existence of, or in
anticipation of, any acquisition or financing activity, or the unavailability
for reasons beyond the Company’s control of any required financial statements,
or any other event or condition of significance to the Company) be
significantly disadvantageous (a “DISADVANTAGEOUS CONDITION”) to the Company or
the Holder for such Registration Statement to be maintained effective, or to be
filed and become effective, the Company shall be entitled to cause such Registration
Statement to be withdrawn and the effectiveness of such Registration Statement
to be terminated, or, in the event such Registration Statement has not yet been
filed, shall be entitled not to file any such Registration Statement, until
such Disadvantageous Condition no longer exists (notice of which the Company
shall promptly deliver to the Holder) and, upon receipt of any such notice of a
Disadvantageous Condition, the Holder will forthwith discontinue use of the
Prospectus contained in such Registration Statement and, if so directed by the
Company, the Holder will deliver to the Company all copies, other than
permanent file copies then in the Holder’s possession, of the Prospectus then
covering such Registrable Securities at the time of receipt of such notice,
and, in the event no Registration Statement has yet been filed, all drafts of
the Prospectus covering such Registrable Securities.  Upon termination of such Disadvantageous Condition, the Company
will, if requested by the Holder, use its best efforts to file such
Registration Statement as promptly as practicable, but in any event within
sixty (60) days of such termination.  If
the Company declines to file or withdraws a Registration Statement in accordance
with this paragraph, then the election to initiate the proposed offering shall
not constitute the exercise of a Registration Request by the Holder.  The Company shall not be required to file a
Registration Statement within twelve (12) months of the effective date of a
prior Registration Statement filed as a result of a Registration Request.


 


(c)           Notwithstanding anything contained herein to
the contrary, (i) no Registration Request shall be effective pursuant to this
paragraph 2 unless such request includes Registrable Securities having a fair market
value (as determined by the Board in good faith) of at least $5 million with
respect to any Registration Request; and (ii) the Holder shall be entitled to
make 2 (two) separate Registration Requests.


 


(d)           Notwithstanding anything contained herein to
the contrary, the Company will not be obligated to effect any Registration
Request (i) within twelve (12) months after the effective date of any
Registration Request, (ii) during any period in which the Company is in the
process of negotiating or preparing, and ending on a date ninety (90) days
following the effective date of, a registration statement pertaining to an


 


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underwritten
public offering of securities for the account of the Company, or (iii) during
any period in which the Company is in possession of material information
concerning the Company or its business and affairs, the public disclosure of
which would have a material adverse effect on the Company, which information
shall be disclosed to the Holder.  In
any given twelve (12) month period, the Company may effect one (1) postponement
for up to one hundred eighty (180) days of the filing or the effectiveness of a
registration statement for a Registration Request if, in the opinion of the
Company’s Board, such Registration Request or offering of securities would
reasonably be expected to have a material adverse effect on any plan of the
Company or any of its subsidiaries to engage in any material acquisition of
assets outside the ordinary course of business, any material merger,
consolidation, or tender offer, or any other transaction; provided, however,
that in such event, the Holder will be entitled to withdraw such request and,
if such request is withdrawn, such Registration Request will not count as one
of the Holder’s permitted Registration Requests.


 


(e)           The Holder will pay all Registration
Expenses in connection with the registration of Registrable Securities effected
by the Company pursuant to this paragraph 2.


 


(f)            If a Registration Request is an underwritten
offering and the managing underwriters advise the Company and the Holder that,
in such underwriters’ opinion, the aggregate number of securities requested to
be included in such offering exceeds the number of securities which can be sold
in an orderly manner in such offering within a price range acceptable to the
Holder, the Company will include in such registration, prior to the inclusion
of any other securities, the maximum number of Registrable Securities requested
to be included by the Holder, which, in the opinion of such underwriters, can
be sold in an orderly manner within such price range.


 


3.             INCIDENTAL REGISTRATION.


 


(a)           If the Company at any time proposes to
register any of its securities under the 1933 Act (other than pursuant to
paragraph 2 above), whether or not for sale for its own account (but subject to
the limitations contained in this paragraph 3), on a form and in a manner which
would permit registration of Registrable Securities for sale to the public
under the 1933 Act, it will give written notice promptly (and in no event less
than twenty (20) days prior to the proposed filing date) to the Holder of its
intention to do so, describing such securities and specifying the form and
manner and the other relevant facts involved in such proposed registration, and
upon the written request of the Holder delivered to the Company within ten (10)
days after the giving of any such notice (which request shall specify the
principal amount, or number of shares, as the case may be, of Registrable
Securities intended to be disposed of by the Holder and the intended method of
disposition thereof), the Company will use its best efforts to effect the
registration under the 1933 Act of all of the Registrable Securities which the
Company has been so requested to register by the Holder; provided that:


 


(i)            The Holder may request registration of
Securities only if the Company is registering its Common Stock in a public
offering other than any public


 


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offering
of the Company’s Common Stock which is consummated within nine months following
the date hereof.


 


(ii)           if, at any time after giving such written
notice of its intention to register any of its securities and prior to the
effective date of the Registration Statement filed in connection with such
registration, the Company shall determine for any reason not to register such
securities, the Company may, at its election, give written notice of such
determination to the Holder and thereupon shall be relieved of its obligation
to register any Registrable Securities in connection with such registration,
without prejudice, however, to the rights, if any, of the Holder to request
that such registration be effected as a registration under paragraph 2, above;
and


 


(iii)          if (A) the Company has filed a registration
statement covering the sale for its own account of its own securities to
underwriters for the purpose of making a public offering of the Common Stock
and Registrable Securities are to be included therein pursuant to the
provisions of this paragraph 3, (B) in the judgment of the managing underwriter
or underwriters of the proposed public offering of such Common Stock, such
inclusion would materially adversely affect such public offering, and (C) notification
of such determination is given to the Holder participating in such offering
prior to the effective date of such registration statement, then the
Registrable Securities as to which registration has been requested need not be
included by the Company in such registration; provided, however, that such
managing underwriter or underwriters may elect to permit the inclusion of a
portion of the Registrable Securities as to which registration has been
requested.


 


(b)           Notwithstanding anything contained herein to
the contrary, the Company shall not be obligated to effect any registration of
Registrable Securities under this paragraph 3 incidental to the registration of
any of its securities in connection with mergers, acquisitions, exchange
offers, dividend reinvestment plans, retirement plans or stock option or other
employee benefit plans.


 


(c)           The Holder will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this paragraph 3.


 


4.             RELATED PROVISIONS.


 


(a)           Holder agrees not to offer, sell, contract
to sell, grant any option to purchase, make any short sale or otherwise dispose
of the Securities for the nine (9) months following the consummation of the
Stock Purchase; provided, however, that Holder may pledge the Securities during
such nine-month period provided that the pledgee(s) agrees in writing to be
bound by the restrictions of this Section 4(a) during such nine-month
period.


 


(b)           In connection with any registration of
Registrable Securities pursuant to paragraph 2 or 3, the Company will:


 


(i)            furnish to the Holder such number of
conformed copies of the Registration Statement and of each amendment or
supplement thereto (in each


 


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case
including not more than two copies of all exhibits), such number of copies of
the Prospectus included in the Registration Statement (including each
preliminary Prospectus and any summary Prospectus), in conformity with the
requirements of the 1933 Act, any documents incorporated by reference in the
Registration Statement or Prospectus, and such other documents, as the Holder
may reasonably request;


 


(ii)           use its reasonable best efforts to register
and qualify the securities covered by such Registration Statement under such
other securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holder, to keep such registration or qualification in effect
for so long as such registration remains in effect, and take any other action
which may be reasonably necessary or advisable to enable the Holder to
consummate the disposition in such jurisdictions of the securities owned by the
Holder; provided that the Company shall not for any such purpose be required to
(i) qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this
Section 4(b)(ii) be obligated to be so qualified or (ii) subject itself to
taxation in any such jurisdiction.


 


(iii)          furnish to the Holder the following letters:
(A) a signed counterpart of an opinion of counsel for the Company, dated the
effective date of such Registration Statement (except, if such registration
involves an underwritten public offering, such opinion shall be dated the date
of the closing under the underwriting agreement), covering such matters as the
Holder, or its counsel, may reasonably request; and (B) a letter signed by the
independent public accountants who have certified the Company’s financial
statements included in the Registration Statement, covering such matters as the
Holder, or its counsel, may reasonably request; such letters or opinions shall
be in the form as is customary for similar letters or opinions, so long as such
form is acceptable to the managing underwriters, if any, of such offering;


 


(iv)          promptly notify the Holder of Registrable
Securities covered by such Registration Statement at any time when a Prospectus
relating thereto is required to be delivered under the 1933 Act, of the
happening of any event as a result of which the Prospectus included in such
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and at the request of the Holder prepare and
furnish to the Holder a reasonable number of copies of a supplement to or an
amendment of such Prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such Prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; and


 


(v)           otherwise use its best efforts to comply
with all applicable rules and regulations of the SEC, and make available to
Holder, as soon as reasonably practicable, but in no event more than eighteen
(18) months after the effective date of such Registration Statement, an
earnings statement covering a period of at least twelve


 


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(12)
months after the effective date of such Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the 1933 Act.


 


The Company may require the Holder to furnish
the Company such information regarding the Holder and the distribution of such
securities by the Holder as the Company may from time to time reasonably
request in writing or as shall be required by law or by the SEC in connection
therewith.


 


(c)           If requested by the underwriters for any
offering pursuant to a Registration Request under paragraph 2, above, the
Company will enter into an underwriting agreement with such underwriters for
such offering, such agreement to contain such representations and warranties by
the Company and such other terms and provisions as are customarily contained in
underwriting agreements with respect to secondary distributions including,
without limitation, agreements to indemnify and to contribute to the effect and
to the extent provided in paragraphs 6 and 7, respectively.


 


(d)           If the Company at any time proposes to
register any of its Common Stock under the 1933 Act (other than pursuant to a
request made under paragraph 2, above), whether or not for sale for its own
account, and such securities are to be distributed by or through one or more
underwriters, the Company will make reasonable efforts, if requested by the
Holder to arrange for such underwriters to include such Registrable Securities
among those securities to be distributed by or through such underwriters;
provided that the Holder may request registration of Registrable Securities
only if the Company is registering its Common Stock in a public offering other
than any public offering of the Company’s Common Stock which is consummated
during the nine month period following the date hereof; provided, further,
however, that for purposes of this sentence, reasonable efforts shall not
require the Company or any other seller of the securities proposed to be
distributed by or through such underwriters to reduce the amount or net sale
price of such securities proposed to be so distributed.  The Holder shall be party to any such
underwriting agreement and the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of the Holder.


 


(e)           In the case of any registration pursuant to
paragraph 2 or 3 which shall be in connection with an underwritten public
offering, the Company and the Holder agree, if so required in writing delivered
to the Holder by the managing underwriter or underwriters, not to effect any
public sale or distribution of Registrable Securities (other than as part of
such underwritten public offering):


 


(i)            within thirty (30) days prior to the
effective date of such Registration Statement, or


 


(ii)           thereafter until the later of one hundred
eighty (180) days after the effective date of such Registration Statement and
the date on which all securities under such Registration Statement are sold.


 


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(f)            The Company will not be obligated to include
any Registrable Securities in a registration pursuant to paragraph 2 or 3 if
the Company delivers to the Holder an opinion of the Company’s counsel in a
form reasonably acceptable to the Holder to the effect that the requested
registration is not at that time required to permit the proposed disposition or
any resale of such Registrable Securities without restrictions on transfer
under the 1933 Act, which opinion may be furnished to and relied upon by any
broker through which the Holder intends to sell the Registrable Securities.


 


5.             PREPARATION; REASONABLE INVESTIGATION.


 


In connection with the preparation and filing
of each Registration Statement registering Registrable Securities under the
1933 Act, the Company will give the Holder and its underwriters, if any, and their
respective counsel and accountants, the reasonable opportunity to participate
in the preparation of such Registration Statement, each Prospectus included
therein or filed with the SEC, and each amendment thereof or supplement
thereto, and will give each of them such access to its books and records and
such opportunities to discuss the business of the Company with its officers and
the independent public accountants who have certified its financial statements
as shall be necessary, in the reasonable opinion of the Holder and such
underwriters or their respective counsel, to conduct a reasonable investigation
within the meaning of the 1933 Act.


 


6.             INDEMNIFICATION.


 


(a)           In the event of any registration of
securities of the Company under the 1933 Act, the Company will, and hereby
does, indemnify and hold harmless in the case of any Registration Statement
filed pursuant to paragraph 2 or 3, above, the Holder, its directors and
officers, each underwriter of such securities, each officer and director of
each such underwriter, each Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls
such seller or any such underwriter within the meaning of the 1933 Act
(collectively, the “INDEMNIFIED PARTIES”), against any losses, claims, damages,
liabilities and expenses, joint or several, to which an Indemnified Party may
become subject under the 1933 Act or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceeding in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations (collectively, “VIOLATIONS”): 
(i) any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement under which such securities were
registered under the 1933 Act, any preliminary Prospectus, final Prospectus or
summary Prospectus included therein, or any amendment or supplement thereto, or
any statement incorporated by reference therein, (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the 1933 Act, the Securities Exchange
Act of 1934, as amended, or any state securities law in connection with the
offering covered by such Registration Statement.  The Company will reimburse such Indemnified Party for any legal
or any other expenses reasonably incurred by


 


13

















 


them,
as incurred, in connection with investigating or defending any such loss,
claim, damage, liability, action or proceeding; provided, however, that the
Company shall not be liable in any such case to the extent that any Violation
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such Registration Statement, any such
preliminary Prospectus, final Prospectus, summary Prospectus, amendment or
supplement in reliance upon and in conformity with information furnished to the
Company by an Indemnified Party.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an Indemnified Party and shall survive the transfer of
such securities by the Holder.


 


(b)           The Company may require that, as a condition
to including any Registrable Securities in any Registration Statement, the
Company shall have received an undertaking reasonably satisfactory to it from
the Holder or underwriter of such securities, to indemnify and hold harmless
(in the same manner and to the same extent as set forth in paragraph 6(a)
above) the Company, each director of the Company, each officer of the Company
who shall sign such Registration Statement and each other Person, if any, who
controls the Company within the meaning of the 1933 Act, with respect to any
Violation in such Registration Statement, any preliminary Prospectus, final
Prospectus or summary Prospectus included therein, or any amendment or supplement
thereto, if such statement or omission was made in reliance upon and in
conformity with information furnished to the Company for use in the preparation
of such Registration Statement, preliminary Prospectus, final Prospectus,
summary Prospectus, amendment or supplement. 
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any such director, officer
or controlling Person and shall survive the transfer of such securities by the Holder
or underwriter.


 


(c)           Promptly after receipt by an Indemnified
Party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding paragraphs of this paragraph 6, such
Indemnified Party will, if a claim in respect thereof is to be made against a
party required to provide indemnification (an “Indemnifying Party”), give
written notice to the latter of the commencement of such action; provided,
however, that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
paragraph 6 or relieve the Indemnifying Party from any liability which it may
have to any Indemnified Party otherwise than under this paragraph 6 except to
the extent that the Indemnifying Party is actually prejudiced by such failure
to give notice.  In case any such action
is brought against any Indemnified Party, and it notifies the Indemnifying
Party of the commencement thereof, then, unless in such Indemnified Party’s
reasonable judgment a conflict of interest between such Indemnified and
Indemnifying Parties may exist in respect of such action, the Indemnifying
Party shall be entitled to participate in and to assume the defense thereof,
jointly with any other Indemnifying Party similarly notified, to the extent
that it may wish, with counsel satisfactory to such Indemnified Party (who
shall not, except with the consent of the Indemnified Party, be counsel to the
Indemnifying Party), and after notice from the Indemnifying Party to such
Indemnified Party of its election so to assume the defense thereof, the
Indemnifying Party shall not be liable to such Indemnified Party for any legal
or other expenses


 


14

















 


subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation, unless in such Indemnified Party’s
reasonable judgment a conflict of interest between such Indemnified and
Indemnifying Parties arises in respect of such actions after assumption of the
defense thereof.  No Indemnifying Party
will (except with the written consent of each Indemnified Party) consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation.


 


(d)           Indemnification similar to that specified in
the preceding paragraphs of this paragraph 6 (with appropriate modifications)
shall be given by the Company and the Holder with respect to any required
registration or other qualification of such Registrable Securities under any
federal or state law or regulation or governmental authority other than the
1933 Act.


 


(e)           The indemnification required by this
paragraph 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred.


 


(f)            The obligations of the Company and the
Holder under this paragraph 6 shall survive completion of any offering of
Registrable Securities in a Registration Statement and the termination of this
Agreement.


 


7.             CONTRIBUTION.


 


If the indemnification provided for in
paragraph 6 above is unavailable to the Indemnified Parties in respect of any
losses, claims, damages or liabilities referred to herein, then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable to such Indemnified Party as a result
of such losses, claims, damages or liabilities (i) as between the Company and
the Holder on the one hand and the underwriters on the other, in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Holder on the one hand and the underwriters on the other hand
from the offering of the Registrable Securities, or, if such allocation is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits but also the relative fault of the Company and
the Holder on the one hand and of the underwriters on the other hand in
connection with the Violations which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations and (ii)
as between the Company on the one hand and the Holder on the other hand, in
such proportion as is appropriate to reflect the relative fault of the Company
and of the Holder in connection with such Violations, as well as any other
relevant equitable considerations.  The
relative benefits received by the Company and the Holder on the one hand and
the underwriters on the other hand shall be deemed to be in the same proportion
as the total proceeds from the offering (net of underwriting discounts and
commissions but before deducting expenses) received by the Company and the
Holder bear to the total underwriting discounts and commissions received by the
underwriters, in each case as


 


15

















 


set
forth in the table on the cover page of the Prospectus.  The relative fault of the Company and the
Holder on the one hand and of the underwriters on the other hand shall be
determined by reference to, among other things, whether the Violation or
alleged Violation relates to information supplied by the Indemnifying Party or
Parties or by the Indemnified Party or Parties, and reference to, among other
things, whether the Violation or alleged Violation relates to information
supplied by such party, and the party’s relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


 


The Company and the Holder agree (and the
underwriters, if any, are deemed to agree) that it would not be just and equitable
if contribution pursuant to this paragraph 7 were determined by pro rata
allocation (even if the underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable
to an Indemnified Party as a result of the losses, claims, damages or
liabilities referred to in this Section 7 shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. 
Notwithstanding the provisions of this paragraph 7, no underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such
Violation, and the Holder shall not be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities of the Holder were offered to the public exceeds the amount of any
damages which the Holder has otherwise been required to pay by reason of such
Violation.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.


 


8.             MISCELLANEOUS.


 


(a)           AMENDMENTS AND WAIVERS.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of the Holder.


 


(b)           NOTICES. 
All notices and other communications required or permitted under this
Agreement shall be in writing and shall be (as elected by the person giving
such notice) hand delivered by messenger or courier service, transmitted by
fax, or mailed by registered or certified mail (postage prepaid), return
receipt requested, to the receiving party at the address appearing on the
records of the party sending the notice (which address may be changed by a
notice complying with the foregoing). 
Each communication shall be deemed to have been delivered (a) on the
date delivered, if by messenger or courier service; (b) on the date of the
confirmation of receipt, if by fax; and (c) either upon the date of receipt or
refusal of delivery, if mailed.


 


16

















 


(c)           SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the
parties, other than a transferee of Securities.


 


(d)           COUNTERPARTS.  This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


 


(e)           HEADINGS. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


 


(f)            GOVERNING LAW.  This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without reference to principles of
conflicts of laws.


 


(g)           ENTIRE AGREEMENT.  This Agreement and all exhibits and schedules attached to this Agreement,
if any, represent the entire understanding and agreement between the parties
with respect to the subject matter of this Agreement, and supersedes all other
negotiations, understandings and representations (if any), whether oral or
written, made by and between such parties.


 


(h)           SEVERABILITY.  In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.


 


(i)            TERMINATION.  This Agreement, other than the provisions of paragraphs 6, 7 and
8, shall terminate, except with respect to a registration previously requested
or in process, at the earlier of ten (10) years after the date of this
Agreement or such other date as is mutually agreed upon by the Company and the
Holder.


 


(j)            JURISDICTION AND VENUE.  The parties acknowledge that a substantial
portion of the negotiations, anticipated performance and execution of this
Agreement occurred or shall occur in Palm Beach County, Florida.  Any civil action or legal proceeding arising
out of or relating to this Agreement shall be brought in the courts of record
of the State of Florida in Palm Beach County or the United States District
Court, Southern District of Florida. 
Each party consents to the jurisdiction of such Florida court in any
such civil action or legal proceeding and waives any objection to the laying of
venue of any such civil action or legal proceeding in such Florida court.  Service of any court paper may be effected
on such party by mail, as provided in this Agreement, or in such other manner
as may be provided under applicable laws, rules of procedure or local rules.


 


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IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	
   

  	
  TODHUNTER INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Jay S. Maltby

  
	
   

  	
  Title:  Chief Executive Officer and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANGOSTURA LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


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