Unassociated Document


     

    BEVERAGE
      ACQUISITION CORPORATION

     

    INSIDER
      WARRANT PURCHASE AGREEMENT

     

    THIS
      INSIDER WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of _______, 2006
      between Beverage Acquisition Corporation, a Delaware corporation (the
“Company”), on the one hand, and Michael C. Bellas, Rodman L. Drake, Norman E.
      Snyder, Jr., Barclay H. Griffiths, Fred B. Tarter, Albert C. Bellas or their
      designees, on the other hand (collectively, the “Purchasers” or individually, a
“Purchaser”). Except as otherwise indicated herein, capitalized terms used
      herein are defined in Section 10 hereof.

     

    WHEREAS,
      the Purchasers are officers and/or directors of the Company; and

     

    WHEREAS,
      in furtherance of the Company’s plan to obtain funding through an initial public
      offering (the “Offering”) of its units (the “Units”), each Unit consisting of
      one share of common stock (“Common Stock”), par value $0.0001 per share of the
      Company (the “Unit Common Stock”) and one warrant to purchase one share of
      common stock (the “Unit Warrants” or a “Unit Warrant”) and to demonstrate the
      commitment of the initial stockholders of the Company to this plan, the
      Purchasers desire to make an investment in the Company by purchasing 1,041,667
      warrants (the “Insider Warrants” or a “Insider Warrant” ) on the terms and
      conditions described herein; and

     

    WHEREAS,
      the consummation of this Agreement is a condition to the closing of the Offering
      as described in the Underwriting Agreement to be entered into by and between
      the
      Company and Morgan Joseph & Co. Inc. (the “Representative”), which the form
      of Underwriting Agreement is filed as an exhibit to the Company’s registration
      statement on Form S-1 (File No. 333-_______) as the same has been and may
      be amended from time to time hereafter (the “Registration Statement”) and filed
      with the Securities and Exchange Commission (the “Commission”).

     

    NOW
      THEREFORE, the parties to this Agreement hereby agree as follows:

     

    Section 1.
      Authorization, Purchase and Sale; Terms of the Insider
      Warrants.

     

    A.
      Authorization of the Insider Warrants.
      The
      Company has authorized, and hereby ratifies such authorization by execution
      hereof, the issuance and sale to the Purchasers of an aggregate of 1,041,667
      Insider Warrants. Each Insider Warrant shall upon exercise and payment of the
      exercise price specified therein entitle the holder to purchase one share of
      the
      Company’s Common Stock.

     

    B.
      Purchase and Sale of the Insider Warrants.
      The
      Company shall sell to the Purchasers, and subject to the terms and conditions
      set forth herein, the Purchasers shall severally purchase from the Company,
      prior to the effectiveness of the Registration Statement, an aggregate of
      1,041,667 Insider Warrants. Each Purchaser shall purchase that number of the
      Insider Warrants as is set forth opposite his name in the table contained in
      Exhibit
      A
      hereto.
      The purchase price of each Insider Warrant shall be $1.20 per warrant (the
      “Purchase Price”), which shall be paid in immediately available funds through
      wire transfers to the trust account (the “Trust Account”) to be established
      pursuant to that certain Investment Management Trust Agreement by and between
      the Company and Continental Stock Transfer & Trust Company
      (“Continental”). The Purchase Price shall be wired to the Trust Account by the
      Purchasers so as to be on deposit in the Trust Account not less than 24 hours
      prior to the effectiveness of the Registration Statement. Amounts so received
      in
      the Trust Account shall be credited against the respective purchase obligations
      of the Purchasers as described on Exhibit
      A
      hereto.

     

    C.
      Terms of the Insider Warrants.
      The
      Insider Warrants shall carry rights and terms identical to those possessed
      by
      the Unit Warrants described in the Registration Statement, subject to the
      following exceptions: the Insider Warrants (i) will not be
      transferable or salable by the Purchasers until such time as the Company has
      completed a Business Combination, (ii) will be non-redeemable so long as
      the Purchasers hold such warrants following their issuance by the Company to
      such Purchasers, (iii) may be exercised on a cashless basis, and
      (iv) together with the shares of Common Stock underlying the Insider
      Warrants, are and will be entitled to registration rights under the registration
      rights agreement (the “Registration Rights Agreement”) to be signed
      contemporaneously herewith between the Purchasers, the Initial Stockholders
      (as
      such term is defined in the Registration Statement) and the Company. The
      transfer restriction set forth in (i) above shall not apply to
      (a) transfers resulting from the death of any of the Purchasers,
      (b) transfers by operation of law, (c) any transfer for estate
      planning purposes to persons immediately related to the transferor by blood,
      marriage or adoption, or (d) any trust solely for the benefit of such
      transferor and/or the persons described in the preceding clause; provided,
      however, that with respect to each of the transfers described in clauses (a),
      (b), (c) and (d) of this sentence, that prior to such transfer, each
      permitted transferee or the trustee or legal guardian for each permitted
      transferee (hereinafter collectively, “Permitted Transferees” or a “Permitted
      Transferee”) agrees in writing to be bound by the terms of this Agreement.
      Should any of the Purchasers transfer or sell Insider Warrants to persons other
      than Permitted Transferees after the Company has completed a Business
      Combination, then such Insider Warrants shall on the date of such transfer
      immediately become redeemable under the same terms as the Unit Warrants. Except
      as specifically provided in this Agreement, the terms of the Insider Warrants
      shall in all other respects be as set forth in the Warrant Agreement relating
      to
      the Unit Warrants by and between the Company and Continental. In the event
      of
      any conflict between this Agreement and the Warrant Agreement, the terms and
      provisions of which are incorporated herein by reference, this Agreement shall
      control.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section 2.
      The
      Closing.
      The
      closing of the purchase and sale of the Insider Warrants to the Purchasers
      (the
“Closing”) shall take place at the offices of Morgan Joseph & Co., Inc.
      prior to the effectiveness of the Registration Statement. At the Closing, the
      Company shall deliver warrant certificates evidencing the Insider Warrants
      to be
      purchased by the Purchasers hereunder, registered in each Purchaser’s name, upon
      the payment of the aggregate purchase price therefor, by wire transfer of
      immediately available funds to the Trust Account.

     

    Section 3.
      Representations and Warranties of the Company.
      As a
      material inducement to the Purchasers to enter into this Agreement and purchase
      the Insider Warrants, the Company hereby represents and warrants
      that:

     

    A.
      Organization and Corporate Power.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and is qualified to do business in
      every
      jurisdiction in which the failure to so qualify would reasonably be expected
      to
      have a material adverse effect on the financial condition, operating results
      or
      assets of the Company. The Company possesses all requisite corporate power
      and
      authority necessary to carry out the transactions contemplated by this
      Agreement.

     

    B.
      Authorization; No Breach.

     

    (i)
      The
      execution, delivery and performance of this Agreement to which the Company
      is a
      party will have been duly authorized by the Company as of the Closing upon
      the
      approval hereof by the Company and its Board of Directors. This Agreement
      constitutes a valid and binding obligation of the Company, enforceable in
      accordance with its terms upon its execution.

     

    (ii)
      The
      execution and delivery by the Company of this Agreement, the sale and issuance
      of the Insider Warrants hereunder, the issuance of the Common Stock upon
      exercise of the Insider Warrants (except, with respect thereto, any filings
      required under Federal or state securities laws or issuance of one or more
      legal
      opinions in form and content reasonably satisfactory to the Company pertaining
      to the availability of one or more exemptions with respect to the issuance
      of
      the Insider Warrants under applicable securities laws) and the fulfillment
      of
      and compliance with the respective terms hereof and thereof by the Company,
      do
      not and will not as of the Closing (i) conflict with or result in
      a
      breach
      of the terms, conditions or provisions of, (ii) constitute a default under,
      (iii) result in the creation of any lien, security interest, charge or
      encumbrance upon the Company’s capital stock or assets pursuant to,
      (iv) result in a violation of, or (v) require any authorization,
      consent, approval, exemption or other action by or notice or declaration to,
      or
      filing with, any court or administrative or governmental body or agency pursuant
      to the Certificate of Incorporation of the Company or the bylaws of the Company,
      or any material law, statute, rule or regulation to which the Company is
      subject, or any agreement, order, judgment or decree to which the Company is
      subject, except for any filings required after the date hereof under Federal
      or
      state securities laws.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    C.
      Title to Securities.
      Upon
      issuance in accordance with, and payment pursuant to, the terms hereof, the
      Insider Warrants to be purchased hereunder and, upon exercise of the Insider
      Warrants, payment of the exercise price set forth therein and conformance with
      the other provisions relating to the exercise thereto, the Common Stock issuable
      upon exercise of such Insider Warrants will be duly and validly issued, fully
      paid, nonassessable, and the Purchasers will have or receive good title to
      such
      securities, free and clear of all liens, claims and encumbrances of any kind,
      other than (a) transfer restrictions hereunder and under the other
      agreements contemplated hereby, (b) transfer restrictions under federal and
      state securities laws and (c) liens, claims or encumbrances imposed due to
      the actions of the Purchaser.

     

    D.
      Governmental Consents.
      No
      permit, consent, approval or authorization of, or declaration to or filing
      with,
      any governmental authority is required in connection with the execution,
      delivery and performance by the Company of this Agreement or the consummation
      by
      the Company of any other transactions contemplated hereby.

     

    E.
      Disclosure.
      (a) The Company has provided each Purchaser with a copy of the Registration
      Statement and each Amendment to the Company’s Registration Statement, or
      informed each Purchaser of the filing thereof and instructed or requested the
      Purchasers to review the Registration Statement and each such Amendment on
      the
      Commission’s website . The Company will provide the Purchasers with a copy of
      any and all amendments to the Registration Statement filed by the Company with
      the Commission prior to the Closing. (b) To the best of the Company’s
      knowledge as of the date hereof, neither this Agreement nor the Registration
      Statement, taken as a whole, contains any untrue statement of a material fact
      or
      omits to state a material fact necessary to make the statements herein or
      therein not misleading in light of the circumstances in which such statements
      were made.

     

    Section 4.
      Representations, Warranties and Covenants of Purchasers.
      As a
      material inducement to the Company to enter into this Agreement and issue and
      sell the Insider Warrants to the Purchasers, the Purchasers hereby severally
      represent, warrant and covenant to the Company (which representations,
      warranties and covenants shall survive the Closing) that:

     

    A.
      Capacity and State Law Compliance.
      Each
      Purchaser is an individual over the age of 21 years with the legal capacity
      to
      execute and perform the obligations imposed on each of the Purchasers hereunder.
      Each Purchaser has engaged in the transactions contemplated by this Agreement
      within a state in which the offer and sale of the Insider Warrants is permitted
      under applicable securities laws. The Purchaser understands and acknowledges
      that the purchase of Common Stock on exercise of the Insider Warrants may
      require the registration of such Common Stock under Federal and/or state
      securities laws or the availability of an exemption from such registration
      requirements.

     

    B.
      Authorization; No Breach.

     

    (i)
      This
      Agreement constitutes a valid and binding obligation of each Purchaser,
      enforceable in accordance with its terms.

     

    (ii)
      The
      execution and delivery by Purchasers of this Agreement and the fulfillment
      of
      and compliance with the respective terms hereof by Purchasers do not and shall
      not as of the
      Closing
      conflict with or result in a breach of the terms, conditions or provisions
      of
      any other agreement, instrument, order, judgment or decree to which Purchaser
      is
      subject.

     

    C.
      Investment Representations.

     

    (i)
      Each
      of the Purchasers is acquiring the Insider Warrants and, upon exercise thereof,
      the Common Stock issuable upon such exercise (collectively, the “Securities”)
      for his own account, for investment only and not with a view towards, or for
      resale in connection with, any public sale or distribution thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (ii)
      Each
      Purchaser is an “accredited investor” as defined in Rule 501(a)(3) of Regulation
      D.

     

    (iii)
      Each Purchaser understands that the Securities are being offered and sold to
      him
      in reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying in
      part
      upon the truth and accuracy of, and Purchaser’s compliance with, the
      representations, warranties and agreements of Purchaser set forth herein in
      order to determine the availability of such exemptions and the eligibility
      of
      Purchaser to acquire such securities.

     

    (iv)
      Each
      Purchaser initiated discussions with the Company relating to the purchase and
      sale of the Securities contemplated by this Agreement on an unsolicited basis
      prior to the date of this Agreement. The Purchasers did not initiate such
      discussions, nor did Purchasers decide to enter into this Agreement, as a result
      of any general solicitation or general advertising within the meaning of Rule
      502(c) under the Securities Act of 1933, as amended (the “Securities Act”),
      including the filing of the Registration Statement.

     

    (v)
      Each
      Purchaser has been furnished with all materials relating to the business,
      finances and operations of the Company and materials relating to the offer
      and
      sale of the Securities which have been requested by Purchaser. Each Purchaser
      has been afforded the opportunity to ask questions of the other executive
      officers and directors of the Company. Each Purchaser understands that his
      investment in the Securities involves a high degree of risk. Each Purchaser
      has
      sought such accounting, legal and tax advice as he has considered necessary
      to
      make an informed investment decision with respect to his acquisition of the
      Securities. Each Purchaser has received and reviewed a copy of the Registration
      Statement, including without limitation, the language therein under the caption
      “Risk Factors,” and signed the Registration Statement signature page in his
      capacity as an officer or director (or both) of the Company, as the case may
      be.

     

    (vi)
      Each
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.

     

    (vii)
      Each Purchaser understands that: (a) the Securities have not been and are
      not being registered under the Securities Act or any state securities laws,
      and
      may not be offered for sale, sold, assigned or transferred unless
      (A) subsequently registered thereunder or (B) sold in reliance on an
      exemption therefrom; and (b) except as specifically set forth in the
      Registration Rights Agreement, neither the Company nor any other person is
      under
      any obligation to register such securities under the Securities Act or any
      state
      securities laws or to comply with the terms and conditions of any exemption
      thereunder. In this regard, each Purchaser represents that he is familiar with
      Rule 144 adopted pursuant to the Securities Act, and understands the resale
      limitations imposed thereby and by the Securities Act. Each Purchaser is able
      to
      bear the economic risk of its investment in the Securities for an indefinite
      period of time.

     

    (viii)
      Each Purchaser is an investor in securities of companies in the development
      stage and acknowledges that he is able to fend for himself, has knowledge and
      experience in financial and business matters, knows of the high degree of risk
      associated with investments
      generally and particularly investments in the securities of companies in the
      development stage such as the Company, is capable of evaluating the merits
      and
      risks of an investment in the Securities and is able to bear the economic risk
      of an investment in the Securities in the amount contemplated hereunder. Each
      Purchaser has adequate means of providing for his current financial needs and
      contingencies and will have no current or anticipated future needs for liquidity
      which would be jeopardized by the investment in the Securities. Each Purchaser
      can afford a complete loss of his investment in the Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (ix)
      Without in any way limiting the representations set forth above, the Purchasers
      agree not to make any disposition of all or any portion of the Securities unless
      and until:

     

    (1)
      There
      is then in effect a registration statement under the Securities Act covering
      such proposed disposition and such disposition is made in accordance with such
      registration statement; or

     

    (2)(i)
      The Purchaser shall have notified the Company of the proposed disposition and
      shall have furnished the Company with a detailed statement of the circumstances
      surrounding the proposed disposition, and (ii) if reasonably requested by
      the Company, the Purchaser shall have furnished the Company with an opinion
      of
      counsel, reasonably satisfactory to the Company, that such disposition will
      not
      require registration of such Securities under the Securities Act.
      Notwithstanding the foregoing, each Purchaser also understands and acknowledges
      that the transfer or exercise of the Insider Warrants is subject to the specific
      conditions to such transfer or exercise as outlined herein, as to which each
      Purchaser specifically assents by his execution hereof.

     

    F.
      No
      Group.
      By
      virtue of the Purchasers purchasing the Insider Warrants under this Agreement,
      such participation shall not be construed so as to make any of the Purchasers
      part of, or a participant in, a “group” as defined in Rule 13d-5 of the Exchange
      Act with respect to any securities of the Company.

     

    G.
      Rescission Right Waiver and Indemnification.

     

    (i)
      Each
      of the Purchasers understands and acknowledges that an exemption from the
      registration requirements of the Securities Act requires that there be no
      general solicitation of purchasers of the Insider Warrants. In this regard,
      if
      the Offering were deemed to be a general solicitation with respect to the
      Insider Warrants, the offer and sale of such Insider Warrants may not be exempt
      from registration and, if not, the Purchasers may have a right to rescind their
      purchases of the Insider Warrants. In order to facilitate the completion of
      the
      Offering and in order to protect the Company, its stockholders and the Trust
      Account from claims that may adversely affect the Company or the interests
      of
      its stockholders, each of the Purchasers hereby agrees to waive, to the maximum
      extent permitted by applicable law, any claims, right to sue or rights in law
      or
      arbitration, as the case may be, to seek rescission of his purchase of the
      Insider Warrants. Each of the Purchasers acknowledges and agrees that this
      waiver is being made in order to induce the Company to sell the Insider Warrants
      to the Purchasers. Each Purchaser agrees that the foregoing waiver of rescission
      rights shall apply to any and all known or unknown actions, causes of action,
      suits, claims, or proceedings (collectively, “Claims”) and related losses,
      costs, penalties, fees, liabilities and damages, whether compensatory,
      consequential or exemplary, and expenses in connection therewith (collectively,
      “Losses and Expenses”) including reasonable attorneys’ and expert witness fees
      and disbursements and all other expenses reasonably incurred in investigating,
      preparing or defending against any Claims, whether pending or threatened, in
      connection with any present or future actual or asserted right to rescind the
      purchase of the Insider Warrants hereunder or relating to the purchase of the
      Insider Warrants and the transactions contemplated hereby.

     

    (ii)
      Each
      Purchaser agrees not to seek recourse against the Trust Account for any reason
      whatsoever in connection with his purchase of the Insider Warrants or any Claim
      that may arise now or in the future.

    


    (iii)
      Each of the Purchasers agree to severally indemnify and hold harmless the
      Company, the Representative and the Trust Account against any and all Losses
      and
      Expenses whatsoever to which the Company, the Representative and the Trust
      Account may become subject as a result of the purchase of the Insider Warrants
      by the Purchasers or a Purchaser, including but not limited to any Claim by
      any
      Purchaser of the Insider Warrants, but only to the extent necessary to ensure
      that such Losses and Expenses do not reduce the amount in the Trust Account.
      To
      the extent that the foregoing several indemnification by the Purchasers may
      be
      unenforceable for any reason, each of the Purchasers agree to make the maximum
      contribution permissible by applicable law to the payment and satisfaction
      of
      any Losses and Expenses relating to Claims that may or will otherwise reduce
      the
      amount in the Trust Account. Any Losses and Expenses indemnified hereunder
      by
      the Purchasers will be paid based on the number of Insider Warrants purchased
      by
      such Purchaser relative to the total number of Insider Warrants purchased by
      all
      Purchasers hereunder, except to the extent that such Claims are brought by
      any
      of the Purchasers, in which case the foregoing indemnity obligation shall only
      be that of the Purchaser making the Claim, it being the understanding and
      agreement of the Purchasers that each of them shall be held harmless by the
      other as to any Claims, Losses and Expenses.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iv)
      The
      Purchasers acknowledge and agree that the stockholders of the Company, including
      those who purchase the Units in the Offering, are and shall be third-party
      beneficiaries of the foregoing provisions of Section 5G of this
      Agreement.

     

    (v)
      Each
      Purchaser agrees that to the extent any waiver of rights under this
      Section 5G is ineffective as a matter of law, each Purchaser has offered
      such waiver for the benefit of the Company as an equitable right that shall
      survive any statutory disqualification or bar that applies to a legal right.
      Each Purchaser acknowledges the receipt and sufficiency of consideration
      received from the Company hereunder in this regard.

     

    Section 6.
      Conditions of the Purchasers’ Obligations at the Closing.

     

    The
      obligation of the Purchasers to purchase and pay for the Insider Warrants is
      subject to the fulfillment, at or before the Closing, of each of the following
      conditions:

     

    A.
      Representations and Warranties.
      The
      representations and warranties of the Company contained in Section 3,
      except for those stated to be made as of the date hereof, shall be true and
      correct in all material respects at and as of the Closing as though then made,
      except to the extent of changes caused by the transactions expressly
      contemplated herein or in the prospectus contained in the Registration
      Statement.

     

    B.
      Performance.
      The
      Company shall have performed and complied with all agreements, obligations
      and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing.

     

    C.
      Registration Statement.
      The
      Registration Statement shall have been declared effective by the Commission
      and
      the closing of the Offering shall take place within four business days of such
      effective date or, if the Registration Statement is declared effective before
      2:00 p.m. on a business day, the closing of the Offering shall take place within
      three business days of such effective date.

     

    Section 7.
      Conditions of the Company’s Obligations at the Closing.

     

    The
      obligations of the Company to the Purchasers under this Agreement are subject
      to
      the fulfillment on or before the Closing of each of the following
      conditions:

     

    A.
      Representations and Warranties. The representations and warranties of Purchasers
      contained in Section 4 shall be true at and as of the Closing as though
      then made.

     

    B.
      Performance. The Purchasers shall have performed and complied with all
      agreements, obligations and conditions contained in this Agreement that are
      required to be performed or complied with by them on or before the
      Closing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    C.
      Corporate Consents. The Company shall have obtained the consent of its Board
      of
      Directors authorizing the execution, delivery and performance of this Agreement
      and the issuance and sale of the Insider Warrants hereunder.

     

    Section 8.
      Termination.
      This
      Agreement may or will be terminated at any time prior to the consummation of
      the
      Closing if the Offering is not closed within the time periods described in
      the
      Underwriting Agreement after the Registration Statement is declared
      effective.

     

    Section 9.
      Survival of Representations and Warranties.
      All of
      the representations and warranties contained herein shall survive the Closing
      for a period of six (6) months except as otherwise specifically provided
      herein.

     

    Section 10.
      Definitions.
      For the
      purposes of this Agreement, the following terms have the meanings set
      forth:

     

    “Affiliate”
      of any particular Person means any other Person controlling, controlled by
      or
      under common control with such particular Person, where “control” means the
      possession, directly or indirectly, of the power to direct the management and
      policies of a Person whether through the ownership of voting securities,
      contract or otherwise.

     

    “Business
      Combination” means a merger, stock exchange, asset acquisition, stock purchase
      or similar business combination of the Company with a target business or
      businesses that is its initial business combination and which meets the size,
      timing and other criteria outlined in the Registration Statement.

     

    “Common
      Stock” means the Company’s Common Stock, par value $0.0001 per
      share.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Person”
      means any individual, partnership, corporation, limited liability company,
      association, joint stock company, trust, joint venture, unincorporated
      organization or governmental entity or any department, agency or political
      subdivision thereof.

     

    “Securities
      Act” means the Securities Act of 1933, as amended.

     

    “Securities
      and Exchange Commission” or “Commission” means the United States Securities and
      Exchange Commission.

     

    Section 11.
      Miscellaneous.

     

    A.
      Legends.

     

    (i)
      The
      certificates evidencing the Insider Warrants will include the legend set forth
      below, which the Purchasers have read and understand:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
      FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE ALSO SUBJECT TO
      INVESTMENT REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE PURSUANT TO
      A
      PURCHASE AGREEMENT DATED ________, 2006 WHICH RESTRICTS THE TRANSFER THEREOF
      AS
      PROVIDED IN THE PURCHASE
      AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY AT ITS EXECUTIVE
      OFFICES.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (ii)
      By
      accepting the certificates bearing the aforesaid legend, each Purchaser agrees,
      prior to any permitted transfer of the Securities represented by the
      certificates and subject to the restrictions contained herein, to give written
      notice to the Company expressing his desire to effect such transfer and
      describing briefly the proposed transfer. Upon receiving such notice, the
      Company shall present copies thereof to its counsel and the following provisions
      shall apply:

     

    (a)
      subject to the transfer restrictions contained elsewhere in this Agreement,
      if,
      in the reasonable opinion of counsel to the Company, the proposed transfer
      of
      such Securities may be effected without registration under the Securities Act
      and applicable state securities acts, the Company shall promptly thereafter
      notify the transferring Purchaser, whereupon the transferring Purchaser shall
      be
      entitled to transfer such Securities, all in accordance with the terms of the
      notice delivered by the transferring Purchaser and upon such further terms
      and
      conditions as shall be required to ensure compliance with the Securities Act
      and
      the applicable state securities acts, and, upon surrender of the certificate
      evidencing such Securities, in exchange therefor, a new certificate not bearing
      a legend of the character set forth above if such counsel reasonably believes
      that such legend is no longer required under the Securities Act and the
      applicable state securities acts; and

     

    (b)
      subject to the transfer restrictions contained elsewhere in this Agreement,
      if,
      in the reasonable opinion of counsel to the Company, the proposed transfer
      of
      such Securities may not be effected without registration under the Securities
      Act or the applicable state securities acts, a copy of such opinion shall be
      promptly delivered to the transferring Purchaser, and such proposed transfer
      shall not be made unless such registration is then in effect.

     

    (iii)
      The
      Company may, from time to time, make stop transfer notations in its records
      and
      deliver stop transfer instructions to its transfer agent to the extent its
      counsel considers it necessary to ensure compliance with the Securities Act
      and
      the applicable state securities acts.

     

    B.
      Successors and Assigns. Except as otherwise expressly provided herein, all
      covenants and agreements contained in this Agreement by or on behalf of any
      of
      the parties hereto shall bind and inure to the benefit of the respective
      successors and assigns of the parties hereto whether so expressed or not.
      Notwithstanding the foregoing or anything to the contrary herein, the parties
      may not assign this Agreement.

     

    C.
      Severability. Whenever possible, each provision of this Agreement shall be
      interpreted in such manner as to be effective and valid under applicable law,
      but if any provision of this Agreement is held to be prohibited by or invalid
      under applicable law, such provision shall be ineffective only to the extent
      of
      such prohibition or invalidity, without invalidating the remainder of this
      Agreement.

     

    D.
      Counterparts. This Agreement may be executed simultaneously in two or more
      counterparts, any one of which need not contain the signatures of more than
      one
      party, but all such counterparts taken together shall constitute one and the
      same Agreement.

     

    E.
      Descriptive Headings; Interpretation. The descriptive headings of this Agreement
      are inserted for convenience only and do not constitute a substantive part
      of
      this Agreement. The use of the word “including” in this Agreement shall be by
      way of example rather than by limitation.

     

    F.
      Governing Law. The general corporation law of the State of New York shall govern
      all issues and questions concerning the construction, validity, enforcement
      and
      interpretation of this Agreement, without giving effect to any choice of law
      or
      conflict of law rules or provisions that would cause the application of the
      laws
      of any jurisdiction other than the State of New York.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    G.
      Notices. All notices, demands or other communications to be given or delivered
      under or by reason of the provisions of this Agreement shall be in writing
      and
      shall be deemed to have been given when delivered personally to the recipient,
      sent to the recipient by reputable overnight courier service (charges prepaid)
      or mailed to the recipient by certified or registered mail, return receipt
      requested and postage prepaid. Such notices, demands and other communications
      shall be sent:

    


     

    if
      to the
      Company, to:

    


    Beverage
      Acquisition Corporation

    2670
      Commercial Avenue

    Mingo
      Junction, Ohio 43938

    Attn:
      Chief Executive Officer

    Fax
      No.:


     

    with
      a
      copy (which shall not constitute notice) to:

    


     

    Mintz
      Levin Cohn Ferris Glovsky and Popeo, P.C. 

     

    666
      Third
      Avenue, 25th Floor 

     

    New
      York,
      New York 10017 

     

    Attn:
      Jeffrey P. Schultz, Esq.

     

    Fax
      No.:
      (212) 983-3115

    


      

    If
      to the
      Purchaser: At the address of the respective Purchaser as set forth in the
      records of the Company.

     

    or
      to
      such other address or to the attention of such other person as the recipient
      party has specified by prior written notice to the sending party.

     

    H.
      No
      Strict Construction. The parties hereto have participated jointly in the
      negotiation and drafting of this Agreement. In the event an ambiguity or
      question of intent or interpretation arises, this Agreement shall be construed
      as if drafted jointly by the parties hereto, and no presumption or burden of
      proof shall arise favoring or disfavoring any party by virtue of the authorship
      of any of the provisions of this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on
      the
      date first written above.

     

    
      	
               

            	
              BEVERAGE
                ACQUISITION CORPORATION

            
	
               

            	
               

            
	
               

            	
               

            	
              By:

            	 
	
               

            	
               

            	
              Name:

            
	
               

            	
               

            	
              Title:

            
	
               

            	
               

            
	
               

            	
              THE
                PURCHASERS:

            
	
               

            	
               

            
	
               

            	 
	
               

            	
              Michael
                C. Bellas

            
	
               

            	
               

            
	
               

            	 
	
               

            	
              Rodman
                L. Drake

            
	
               

            	
               

            
	
               

            	 
	
               

            	
              Norman
                E. Snyder, Jr.

            
	
               

            	
               

            
	
               

            	 
	
               

            	
              Barclay
                H. Griffiths

            
	
               

            	
               

            
	
               

            	 
	
               

            	
              Fred
                B. Tarter

            
	
               

            	
               

            
	
               

            	
              __________________________________________________

            
	
               

            	
              Albert
                C. Bellas

            
	 	 


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      A

     

    
      	
               Name

            	 	
               

            	 	
              
                Amount
                  of Warrants

              

            	 
	
              Michael
                C. Bellas

            	 	 	 	 	 	 	 	$	
            	 
	
              Rodman
                L. Drake

            	 	 	 	 	 	 	 	$	
            	 
	
              Norman
                E. Snyder, Jr.

            	 	 	 	 	 	 	 	$	
            	 
	
              Barclay
                H. Griffiths

            	 	 	 	 	 	 	 	$	
            	 
	
              Fred
                B. Tarter

            	 	 	 	 	 	 	 	$	
            	 
	
              Albert
                C. Bellas

            	 	 	 	 	 	 	 	$	
            	 
	
              Total

            	 	 	 	 	
               

            	
               

            	 	$	
              
                1,250,000