Unassociated Document


    STOCK
      ESCROW AGREEMENT

    


    THIS
      STOCK ESCROW AGREEMENT, dated as of , 2006 (the “Agreement”),
      by
      and among BEVERAGE ACQUISITION CORPORATION, a Delaware corporation (the
“Company”),
      the
      undersigned parties listed under Initial Stockholders on the signature page
      hereto (collectively, the “Initial
      Stockholders”)
      and
      CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the
“Escrow
      Agent”).

    


    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated                   ,
      2006
      (“Underwriting
      Agreement”),
      with
      Morgan Joseph & Co. Inc. (“Morgan
      Joseph”)
      acting
      as representative of the several underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      4,500,000 units (“Units”)
      of the
      Company.  Each Unit consists of one share of the Company’s Common Stock,
      par value $0.0001 per share, and one Warrant to purchase one share of Common
      Stock, all as more fully described in the Company’s final prospectus, dated
                  ,
      2006
      (“Prospectus”)
      comprising part of the Company’s Registration Statement on Form S-1
      (File No. 333-               )
      under
      the Securities Act of 1933, as amended (“Registration
      Statement”),
      which
      was declared effective on                   ,
      2006
      (“Effective
      Date”).

    


    WHEREAS,
      the Initial Stockholders have agreed as a condition of the sale of the Units
      to
      deposit those shares of Common Stock owned by them which are set forth opposite
      their respective names in Exhibit
      A
      attached
      hereto (collectively, the “Escrow
      Shares”),
      in
      escrow as hereinafter provided; and

     

    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    1. Appointment
      of Escrow Agent. 
      The Company and the Initial Stockholders hereby appoint the Escrow Agent to
      act
      in accordance with and subject to the terms of this Agreement and the Escrow
      Agent hereby accepts such appointment and agrees to act in accordance with
      and
      subject to such terms.

     

    2. Deposit
      of Escrow Shares. 
      On or before the Effective Date, each of the Initial Stockholders shall deliver
      to the Escrow Agent certificates representing his or her respective Escrow
      Shares, to be held and disbursed subject to the terms and conditions of this
      Agreement.  Each Initial Stockholder acknowledges that the certificate
      representing his or her Escrow Shares is legended to reflect the deposit of
      such
      Escrow Shares under this Agreement.

     

    3. Disbursement
      of the Escrow Shares. 
      The Escrow Agent shall hold the Escrow Shares until the third anniversary of
      the
      Effective Date (“Escrow
      Period”),
      on
      which date it shall, upon written instructions from each Initial Stockholder,
      disburse each of the Initial Stockholder’s Escrow Shares to such Initial
      Stockholder; provided, however, that if the Escrow Agent is notified by the
      Company pursuant to Section 6.7 hereof that the Company is being liquidated
      at any time during the Escrow Period, then immediately prior to the
      effectiveness of such liquidation, the Escrow Agent shall destroy the
      certificates representing the Escrow Shares and the Escrow Shares shall no
      longer be considered to be issued and outstanding securities of the Company;
      provided further, however, that if, after the Company consummates a Business
      Combination (as such term is defined in the Registration Statement), it (or
      the
      surviving entity) subsequently consummates a liquidation, merger, stock exchange
      or other similar transaction which results in all of the stockholders of such
      entity having the right to exchange their shares of Common Stock for cash,
      securities or other property, then the Escrow Agent will, upon receipt of a
      certificate, executed by the Chairman, Chief Executive Officer or Vice President
      of the Company, in form reasonably acceptable to the Escrow Agent, that such
      transaction is then being consummated, release the Escrow Shares to the Initial
      Stockholders upon consummation of the transaction so that they can similarly
      participate.  The Escrow Agent shall have no further duties hereunder after
      the disbursement or destruction of the Escrow Shares in accordance with this
      Section 3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Rights
      of Initial Stockholders in Escrow Shares.

     

    4.1 Voting
      Rights as a Stockholder. 
      Subject to the terms of the Insider Letter described in Section 4.4 hereof
      and except as herein provided, the Initial Stockholders shall retain all of
      their rights as stockholders of the Company during the Escrow Period, including,
      without limitation, the right to vote such shares.

     

    4.2 Dividends
      and Other Distributions in Respect of the Escrow Shares. 
      During the Escrow Period, all dividends payable in cash with respect to the
      Escrow Shares shall be paid to the Initial Stockholders, but all dividends
      payable in stock or other non-cash property (the “Non-Cash
      Dividends”)
      shall
      be delivered to the Escrow Agent to hold in accordance with the terms
      hereof.  As used herein, the term “Escrow
      Shares”
shall
      be deemed to include the Non-Cash Dividends distributed thereon, if
      any.

     

    4.3 Restrictions
      on Transfer. 
      During the Escrow Period, no sale, transfer or other disposition may be made
      of
      any or all of the Escrow Shares except, with respect to an Initial Stockholder
      who is an individual, (i) by gift to a member of Initial Stockholder’s immediate
      family or to a trust, the beneficiary of which is an Initial Stockholder or
      a
      member of an Initial Stockholder’s immediate family, (ii) by virtue of the laws
      of descent and distribution upon death of any Initial Stockholder, or (iii)
      pursuant to a qualified domestic relations order; provided,
      however,
      that
      such permissive transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter signed by the Initial Stockholder
      transferring the Escrow Shares.  During the Escrow Period, the Initial
      Stockholders shall not pledge or grant a security interest in the Escrow Shares
      or grant a security interest in their rights under this Agreement.

     

    4.4 Insider
      Letters. 
      Each of the Initial Stockholders has executed a letter agreement with Morgan
      Joseph and the Company, dated as indicated on Exhibit A
      hereto,
      and which is filed as an exhibit to the Registration Statement (“Insider
      Letter”),
      respecting the rights and obligations of such Initial Stockholder in certain
      events, including but not limited to the liquidation of the
      Company.

     

    5. Concerning
      the Escrow Agent.

     

    5.1 Good
      Faith Reliance. 
      The Escrow Agent shall not be liable for any action taken or omitted by it
      in
      good faith and in the exercise of its own best judgment, and may rely
      conclusively and shall be protected in acting upon any order, notice, demand,
      certificate, opinion or advice of counsel (including counsel chosen by the
      Escrow Agent), statement, instrument, report or other paper or document (not
      only as to its due execution and the validity and effectiveness of its
      provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Escrow Agent to be genuine and
      to be
      signed or presented by the proper person or persons.  The Escrow Agent
      shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement unless evidenced by a writing
      delivered to the Escrow Agent signed by the proper party or parties and, if
      the
      duties or rights of the Escrow Agent are affected, unless it shall have given
      its prior written consent thereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.2 Indemnification. 
      The Escrow Agent shall be indemnified and held harmless by the Company from
      and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent.  Promptly
      after the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing.  In the event of the receipt of such
      notice, the Escrow Agent, in its sole discretion, may commence an action in
      the
      nature of interpleader in an appropriate court to determine ownership or
      disposition of the Escrow Shares or it may deposit the Escrow Shares with the
      clerk of any appropriate court or it may retain the Escrow Shares pending
      receipt of a final, non-appealable order of a court having jurisdiction over
      all
      of the parties hereto directing to whom and under what circumstances the Escrow
      Shares are to be disbursed and delivered.  The provisions of this
      Section 5.2 shall survive in the event the Escrow Agent resigns or is
      discharged pursuant to Sections 5.5 or 5.6 below.

     

    5.3 Compensation. 
      The Escrow Agent shall be entitled to reasonable compensation from the Company
      for all services rendered by it hereunder.  The Escrow Agent shall also be
      entitled to reimbursement from the Company for all expenses paid or incurred
      by
      it in the administration of its duties hereunder including, but not limited
      to,
      all counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges.

     

    5.4 Further
      Assurances. 
      From time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

     

    5.5 Resignation. 
      The Escrow Agent may resign at any time and be discharged from its duties as
      escrow agent hereunder by its giving the other parties hereto written notice
      and
      such resignation shall become effective as hereinafter provided.  Such
      resignation shall become effective at such time that the Escrow Agent shall
      turn
      over to a successor escrow agent appointed by the Company, the Escrow Shares
      held hereunder.  If no new escrow agent is so appointed within the sixty
      (60) day period following the giving of such notice of resignation, the Escrow
      Agent may deposit the Escrow Shares with any court it reasonably deems
      appropriate.

     

    5.6 Discharge
      of Escrow Agent. 
      The Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the Company and a majority
      of the Initial Stockholders, jointly, provided, however, that such resignation
      shall become effective only upon acceptance of appointment by a successor escrow
      agent as provided in Section 5.5.

     

    5.7 Liability. 
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6. Miscellaneous.

     

    6.1 Governing
      Law. 
      This Agreement shall for all purposes be deemed to be made under and shall
      be
      construed in accordance with the laws of the State of New York without reference
      to any principles of conflicts of laws.

     

    6.2 Third
      Party Beneficiaries. 
      Each of the Initial Stockholders hereby acknowledges that the Underwriters
      are
      third party beneficiaries of this Agreement and this Agreement may not be
      modified or changed without the prior written consent of Morgan
      Joseph.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.3 Entire
      Agreement. 
      This Agreement contains the entire agreement of the parties hereto with respect
      to the subject matter hereof and, except as expressly provided herein, may
      not
      be changed or modified except by an instrument in writing signed by the party
      to
      be charged.

     

    6.4 Headings. 
      The headings contained in this Agreement are for reference purposes only and
      shall not affect in any way the meaning or interpretation thereof.

     

    6.5 Binding
      Effect. 
      This Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    6.6 Notices. 
      Any notice or other communication required or which may be given hereunder
      shall
      be in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

     

    If
      to the
      Company, to:

     

    Beverage
      Acquisition Corporation

    2670
      Commercial Avenue

    Mingo
      Junction, Ohio 43938

    Attn:  
      Chairman

     

    If
      to a
      Stockholder, to his address set forth in Exhibit
      A.

     

    and
      if to
      the Escrow Agent, to:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:  
      Chairman

    Fax
      No:
      (212) 509-5150

     

    A
      copy of
      any notice sent hereunder shall be sent (which shall not constitute notice)
      to:

     

    Mintz,
      Levin, Cohn, Ferris, Glovsky and Popeo, PC

    666
      Third
      Avenue

    New
      York,
      New York 10017

    Attn:  
      Jeffrey P. Schultz, Esq.

     

    and:

     

    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th
      Floor

    New
      York,
      New York 10020-2302

    Attn:  
      Chief Executive Officer

     

    and:

     

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    Four
      Times Square

    New
      York,
      New York 10036

    Attn:
      Phyllis G. Korff, Esq.      

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

     

    6.7 Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    6.8 Counterparts.
      This
      Agreement may be executed in several counterparts, each one of which may be
      delivered by facsimile transmission and each of which shall constitute an
      original, and together shall constitute but one instrument.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


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

     

    
      	
               

            	
              BEVERAGE
                ACQUISTION CORPORATION

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              By:

            	
              
                __________________________

              

            	
               

            
	
               

            	
               

            	
              Name:
                

              Title:
                

            
	
               

            	
               

            
	
               

            	
              INITIAL
                STOCKHOLDERS:

            
	 	 
	 	
              
                _______________________________

              

            
	
               

            	
              Norman
                E. Snyder, Jr.

            
	
               

            	 
	
               

            	
              _______________________________

            	
               

            
	
               

            	
              Rodman
                L. Drake

            
	
               

            	
               

            
	
               

            	
              
                _______________________________

              

            	
               

            
	
               

            	
              Barclay
                H. Griffiths

            
	
               

            	
               

            
	
               

            	
              
                _______________________________

              

            	
               

            
	
               

            	
              Michael
                C. Bellas

            
	
               

            	
               

            
	
               

            	
              
                _______________________________

              

            	
               

            
	
               

            	
              J.
                Ross Colbert 

            
	 	 
	 	
              _______________________________

            
	 	
              Albert
                C. Bellas 

            
	 	 
	 	
              _______________________________

            
	
               

            	
              Fred
                B. Tarter

            
	 	 
	 	
              _______________________________

            
	 	
              Peter
                Sealey

            
	 	 
	 	
              _______________________________

            
	 	
              Belinda
                P. Bellas

               

               

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Philip
                L. Drake Trust

            
	 	 
	 	
              _______________________________

            
	 	
              By:
                Rodman L. Drake, as Trustee

               

            
	 	 
	 	
              Stephan
                R. Drake Trust

            
	 	 
	 	
              _______________________________

            
	 	
              By:
                Rodman L. Drake, as Trustee

               

               

            
	
               

            	
              CONTINENTAL
                STOCK TRANSFER

            
	
               

            	
               
                & TRUST COMPANY

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              By:

            	
              
                _____________________________

              

            	
               

            
	
               

            	
               

            	
              Name:

            
	
               

            	
               

            	
              Title:

            
	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A 

     

    
      	
              Name
                and Address of

              Initial
                Stockholder

            	
               

            	
              Number

              of
                Shares

            	
               

            	
              Stock

              Certificate
                Number

            	
               

            	
              Date
                of

              Insider
                Letter

            	
               

            
	 	 	 	 	 	 	 	 
	
              Rodman
                L. Drake

              128
                Kitchawan Road

              Pound
                Ridge, New Jersey 10576

            	 	
              281,250

            	 	
              012

            	 	
              August
                ____,
                2006

            	
               

            
	
               

            	
               

            	 	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Norman
                E. Snyder

              88
                Grey Rocks Road

              Wilton,
                CT 06897

            	 	
              298,125

            	 	
              013

            	 	
              August ____,
                2006

            	
               

            
	 	 	 	 	 	 	 	
               

            
	
              Barclay
                H. Griffiths

              7
                Club Court

              Pleasantville,
                New York 10570

            	 	
              112,500

            	 	
              014

            	 	
              August ____,
                2006

            	
               

            
	 	 	 	 	 	 	 	
               

            
	
              Michael
                C. Bellas

              1095
                Park Avenue

              New
                York, New York 10022

            	 	
              225,000

            	 	
              015

            	 	
              August ____,
                2006

            	
               

            
	 	 	 	 	 	 	 	
               

            
	
              J.
                Ross Colbert

              208
                Georgetown Road

              Weston,
                CT 06883

            	 	
              28,125

            	 	
              016

            	 	
              August
                ____,
                2006

            	
               

            
	 	 	 	 	 	 	 	 
	
              Albert
                C. Bellas

              [TO
                BE PROVIDED]

            	 	
              84,375

            	 	
              017

            	 	
              August
                ____,
                2006

            	
               

            
	 	 	 	 	 	 	 	 
	
              Fred
                B. Tarter

              [TO
                BE PROVIDED]

            	 	
              56,250

            	 	
              018

            	 	
              August ____,
                2006

            	 
	 	 	 	 	 	 	 	
               

            
	
              Peter
                Sealey

              [TO
                BE PROVIDED]

            	 	
              11,250

            	 	
              019

            	 	
              August
                ____,
                2006

            	
               

            
	 	 	 	 	 	 	 	 
	
              Belinda
                P. Bellas

              [TO
                BE PROVIDED]

            	 	
              11,250

            	 	
              020

            	 	
              August
                ____,
                2006

            	 
	 	 	 	 	 	 	 	 
	
              Philip
                L. Drake Trust

              c/o
                Rodman L. Drake

              128
                Kitchawan Road

              Pound
                Ridge, New Jersey 10576

            	 	
              8,437.50

            	 	
              021

            	 	
              August
                ____,
                2006

            	 
	 	 	 	 	 	 	 	 
	
              Stephan
                R. Drake Trust

              c/o
                Rodman L. Drake

              128
                Kitchawan Road

              Pound
                Ridge, New Jersey 10576

            	 	
              8,437.50

            	 	
              022

            	 	
              August
                ____,
                2006

            	 


    

    


    
      
        
        

      

      
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