13.	SUBSEQUENT EVENTS

February

12,

2018,

the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cott Corporation, a Canadian corporation (“Cott”), and CR Merger Sub, Inc., a wholly owned indirect subsidiary of Cott (“Purchaser”). Pursuant to the terms of the Merger Agreement, Purchaser commenced a tender offer (the “Offer”) on

February 20, 2018

to purchase all of the outstanding shares of common stock, par value

$0.001

per share, of the Company (the “Company Common Stock”), at a price per share of

$0.97,

net to the seller in cash, without interest (the “Offer Price”), and subject to deduction for any required withholding of taxes. The Offer is scheduled to expire on

March 20, 2018,

subject to extension in accordance with the terms of the Merger Agreement.

The consummation of the Offer is subject to customary closing conditions, including, among other things, the valid tender of shares of Company Common Stock representing a majority of the total outstanding shares of Company Common Stock, calculated on a fully diluted basis, and other conditions to the Offer set forth in Annex I to the Merger Agreement. The consummation of the Offer is

not

subject to any financing condition.

Upon the completion of the Offer, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser will be merged with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of Cott (the “Merger”). The Merger Agreement provides that the Merger will be governed by Section

251

(h) of the Delaware General Corporation Law and shall be effected by Purchaser and the Company as soon as practicable following the consummation of the Offer without a stockholder meeting.

At the effective time of the Merger (the “Effective Time”), each outstanding share of Company Common Stock, other than shares of Company Common Stock owned by the Company, Cott or Purchaser immediately prior to the Effective Time, or by stockholders who have validly exercised their appraisal rights under Delaware law will be canceled and converted into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof on the terms and subject to the conditions set forth in the Merger Agreement.

February 12, 2018,

in connection with the entry into the Merger Agreement, each of Peter Baker and John Baker (the “Executives”) entered into a Separation and General Release Agreement with the Company (the “Separation Agreements”). Pursuant to the Separation Agreements, the employment of each Executive with the Company will terminate immediately prior to the closing of the Merger, and the Company will provide each Executive with the compensation and benefits set forth in the Employment Agreement between the Company and each Executive dated

November 1, 2016 (

the “Employment Agreements”) for “Termination by Company Without Cause” pursuant to Section

2.2.5

of each Employment Agreement. Pursuant to the Separation Agreements, each Executive has agreed to release the Company and Purchaser from claims arising out of or in connection with the Executive’s employment with or termination from the Company. The Separation Agreements also amend the non-competition provisions of the Employment Agreements, such that, during the

-month period immediately following the closing date of the Merger, each Executive will be subject to certain restrictive covenants regarding non-competition and non-solicitation with respect to the Company.

March 14, 2018,

David Jurasek, the Company’s Chief Financial Officer, entered into an Employment Agreement with the Company (the “Jurasek Employment Agreement”). The Jurasek Employment Agreement provides Mr. Jurasek with an annual salary of

$200,000.

The Jurasek Employment Agreement provides Mr. Jurasek with payment of

one

year’s base salary in case of termination without cause or termination of employment following a change of control, as defined, plus an aggregate allowance of up to

$25,000

per year to reimburse Mr. Jurasek for (

) the actual cost of premiums incurred by him for disability insurance he obtains, if any, (

) the actual cost of premiums incurred by him for any other insurance which would

not

be available to him under the Company’s customary benefit plans, and (

) the actual cost of leasing and operating an automobile for use by him during his employment with the Company. The Jurasek Employment Agreement further provides that if Mr. Jurasek continues his employment with the surviving company in the Merger for

six

months post-closing, the surviving company would pay him a lump-sum cash retention bonus equal to

three

months’ salary (in addition to salary earned during such

six

month period). The Jurasek Employment Agreement also provides that the “change of control” severance referred to above would be payable if Mr. Jurasek’s employment is terminated for any reason or he elects to discontinue employment with the surviving company within

days of the end of the

six

-month period following the closing of the Merger.