Unassociated Document


    August
           ,
      2006

    


    Beverage
      Acquisition Corporation

    2670
      Commercial Avenue

    Mingo
      Junction, Ohio 43938

    


    Morgan
      Joseph & Co. Inc.

    As
      representative of the several Underwriters

    600
      Fifth
      Avenue, 19th
      Floor

    New
      York,
      New York 10020-2302

    


    Re: Initial
      Public Offering

    


    Ladies
      and Gentlemen:

    


    The
      undersigned stockholder, officer and director of Beverage Acquisition
      Corporation (“Company”), in consideration of Morgan Joseph & Co. Inc.
      (“Morgan Joseph”) entering into a letter of intent (“Letter of Intent”) to
      underwrite an initial public offering (“IPO”) of the Company’s units (“Units”),
      each comprised of one share of the Company’s common stock, par value $0.0001 per
      share (“Common Stock”), and one warrant exercisable for one share of Common
      Stock (“Warrant”) and embarking on the IPO process, hereby agrees as follows
      (certain capitalized terms used herein are defined in Schedule 1
      hereto):

    


    1. If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned shall (i) vote all Insider Shares owned by such person in accordance
      with the majority of the votes cast by the holders of the IPO Shares and (ii)
      vote any shares of Common Stock acquired following or in the IPO in favor of
      the
      Business Combination.

    


    2. If
      a
      Transaction Failure occurs, the undersigned shall take all reasonable actions
      within such person’s power to cause (i) the Company to dissolve and liquidate
      the Trust Account to holders of IPO Shares as soon as reasonably practicable,
      and after approval of the Company's stockholders and subject to the requirements
      of the Delaware General Corporation Law (the “DGCL”), including voting for the
      adoption of a resolution by the Board, prior to such Termination Date, pursuant
      to Section 275(a) of the DGCL, which shall deem the dissolution of the
      Corporation advisable and (b) cause to be prepared such notices as are required
      by said Section 275(a) of the DGCL as promptly thereafter as possible, and
      (ii)
      vote his shares in favor of any plan of dissolution and distribution recommended
      by the Company's board of directors. The undersigned hereby waives any and
      all
      right, title, interest or claim of any kind in or to any distributions by the
      Company upon liquidation of the Trust Account or dissolution and liquidation
      of
      the Company and hereby further waives any claim the undersigned may have in
      the
      future as a result of, or arising out of, any contracts or agreements with
      the
      Company and agrees to not seek recourse against the Trust Account for any reason
      whatsoever. The undersigned hereby agrees that the Company shall be entitled
      to
      a reimbursement from the undersigned for any distribution of the Trust Account
      received by the undersigned in respect of such person’s Insider Shares. The
      undersigned agrees to indemnify and hold harmless the Company, pro rata with
      the
      other officers and directors of the Company based on the number of Insider
      Shares held by each such individual, against any and all loss, liability,
      claims, damage and expense whatsoever (including, but not limited to, any and
      all legal or other expenses reasonably incurred in investigating, preparing
      or
      defending against any litigation, whether pending or threatened, or any claim
      whatsoever) which the Company may become subject as a result of any claim by
      any
      vendor, prospective target business or other entity that is owed money by the
      Company for services rendered or products sold, but only to the extent necessary
      to ensure that such loss, liability, claim, damage or expense does not reduce
      the amount in the Trust Account (as defined in the Letter of Intent) and the
      applicable vendor, prospective target business or other entity has not executed
      a valid and enforceable waiver of any rights, title, interest or claim of any
      kind in or to the monies held in the Trust Account. The undersigned represents
      that he reasonably believes that he currently has sufficient financial resources
      to satisfy his indemnification obligations as described herein.

    


    
      
        
        

      

      
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    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to the undersigned’s exploitation of that opportunity in
      any way or the presentation to any other person or entity, any suitable
      opportunity to acquire all or substantially all of the outstanding equity
      securities of, or otherwise acquire (through merger, capital stock exchange,
      asset acquisition, stock purchase or other business combination) an operating
      business in the beverage industry until the earlier of the consummation by
      the
      Company of a Business Combination, the distribution of the Trust Account in
      connection with the dissolution of the Company or until such time as the
      undersigned ceases to be an officer or director of the Company; provided,
      however,
      that
      the presentation of such opportunities to the Company shall in each case be
      subject to any pre-existing fiduciary and/or contractual obligations the
      undersigned might have.

    


    4. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm that is a member of the National Association of
      Securities Dealers, Inc. that the business combination is fair to the Company’s
      stockholders from a financial perspective.

    


    5. Neither
      the undersigned, any member of the Immediate Family of the undersigned, nor
      any
      affiliate of the undersigned (“Affiliate”) will be entitled to receive and will
      not accept any compensation for services rendered to the Company prior to,
      or in
      connection with, the consummation of the Business Combination; provided
      that, commencing on the Effective Date, Beverage Marketing Corporation (“Related
      Party”), shall be allowed to charge the Company up to $7,500 per month,
      representing an allocable share of Related Party’s overhead, to compensate it
      for the Company's use of Related Party’s offices, utilities and personnel. The
      Related Party and the undersigned shall also be entitled to reimbursement from
      the Company for their reasonable out-of-pocket expenses incurred in connection
      with seeking and consummating a Business Combination.

    


    6. The
      undersigned agrees that none of the undersigned, any member of the Immediate
      Family of the undersigned, or any Affiliate of the undersigned will be entitled
      to receive or accept, and the undersigned, on behalf of the undersigned and
      the
      aforementioned parties, hereby waives any rights to, a finder’s fee or any other
      compensation in the event the undersigned, any member of the Immediate Family
      of
      the undersigned or any Affiliate of the undersigned originates a Business
      Combination.

    


    7. The
      undersigned will, as specified in the Stock Escrow Agreement in the form
      attached as Exhibit B which the Company will enter into with the undersigned
      and
      an escrow agent acceptable to the Company, escrow its, his or her Insider Shares
      for the period commencing on the Effective Date and ending on the earlier of
      (i)
      the third anniversary of the Effective Date, (ii) the date on which the Company
      gives the escrow agent notice that the Company is being liquidated at which
      time
      the escrow agent will destroy the shares or (iii) in the event the Company
      undertakes a Business Combination, at such a time when the escrow agent releases
      the Insider Shares in order for the undersigned to participate in a Business
      Combination in which all stockholders have the right to exchange their shares
      of
      Common Stock for other property.

    


    8. The
      undersigned agrees to be the Chairman and a member of the Board of Directors
      of
      the Company until the earlier of the consummation by the Company of a Business
      Combination or the liquidation of the Company.  The undersigned’s
      biographical information furnished to the Company and Morgan Joseph and attached
      hereto as Exhibit
      A
      is true
      and accurate in all respects, does not omit any material information with
      respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Item 401 of Regulation S-K,
      promulgated under the Securities Act of 1933.  The undersigned’s
      Questionnaire furnished to the Company and Morgan Joseph is true and accurate
      in
      all respects.  The undersigned further represents and warrants to the
      Company and Morgan Joseph that:

    


    
      
        
        

      

      
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    (a) The
      undersigned is not subject to or a respondent in any legal action for, any
      injunction, cease-and-desist order or order or stipulation to desist or refrain
      from any act or practice relating to the offering of securities in any
      jurisdiction;

    


    (b) The
      undersigned has never been convicted of or pleaded guilty to any crime (i)
      involving any fraud or (ii) relating to any financial transaction or handling
      of
      funds of another person, or (iii) pertaining to any dealings in any securities
      and such person is not currently a defendant in any such criminal proceeding;
      and

    


    (c) The
      undersigned has never been suspended or expelled from membership in any
      securities or commodities exchange or association or had a securities or
      commodities license or registration denied, suspended or revoked.

    


    9. The
      undersigned has full right and power, without violating any agreement by which
      the undersigned is bound, to enter into this letter agreement and to serve
      as
      Chairman and a member of the Board of Directors of the Company.

    


    10. The
      undersigned acknowledges and understands that Morgan Joseph and the Company
      will
      rely upon the agreements, representations and warranties set forth herein in
      proceeding with the IPO.

    


    11. This
      letter agreement shall be binding on the undersigned and such person’s
      respective successors, heirs, personal representatives and assigns. This letter
      agreement shall terminate on the earlier of (i) the Business Combination Date
      or
      (ii) the Termination Date; provided,
      however,
      that
      any such termination shall not relieve the undersigned from any liability
      resulting from or arising out of any breach of any agreement or covenant
      hereunder occurring prior to the termination of this letter
      agreement.

    


    12. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Morgan Joseph and its legal representatives
      or
      agents (including any investigative search firm retained by Morgan Joseph)
      any
      information they may have about the undersigned’s background and finances
      (“Information”).  Neither Morgan Joseph nor its agents shall be violating
      the undersigned’s right of privacy in any manner in requesting and obtaining the
      Information and the undersigned hereby releases them from liability for any
      damage whatsoever in that connection.

    


    13. This
      letter agreement shall be governed by and interpreted and construed in
      accordance with the laws of the State of New York applicable to contracts formed
      and to be performed entirely within the State of New York, without regard to
      the
      conflicts of law provisions thereof to the extent such principles and rules
      would require or permit the application of the laws of another jurisdiction.
      The
      undersigned hereby agrees that any action, proceeding or claim against the
      undersigned arising out of or relating in any way to this Agreement shall be
      brought and enforced in the courts of the State of New York or the United States
      District Court for the Southern District of New York, and irrevocably submits
      to
      such exclusive jurisdiction. The undersigned hereby waives any objection to
      such
      exclusive jurisdiction and that such courts represent an inconvenience
      forum.

    


    
      
        
        

      

      
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    14. No
      term
      or provision of this letter agreement may be amended, changed, waived, altered
      or modified except by written instrument executed and delivered by (i) Morgan
      Joseph and (ii) the party against whom such amendment, change, waiver,
      alteration or modification is to be enforced.

    


    


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      remainder of this page intentionally left blank]

    


    
      
        
        

      

      
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	 	 	 	Name:
                Rodman L. Drake
	 	 	 	 
	
              	 	 	
                
                  

                

                Signature

              
	 	 	 	 
	 	 	 	 
	Accepted and agreed: 	 	 	 
	 	 	 	 
	 	 	 	 
	Morgan Joseph & Co. Inc. 	 	 	 
	 	 	 	 
	 	 	 	 


      

      
      

       

      
        	By:
Name:
Title:  	
                
 	 	 


      

       

      
        	 	 	 	 
	 	 	 	 
	Accepted and
                agreement: 	 	 	 
	 	 	 	 
	Beverage Acquisition
                Corporation 	 	 	 
	 	 	 	 
	 	 	 	 


      

       

      
        	By:
Name:	
                
Barclay
                H. Griffiths 	 	 
	Title:	Vice President	 	 


      

       

       

      
        
          
          

        

        
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    SCHEDULE
      1

    


    SUPPLEMENTAL
      COMMON DEFINITIONS

    


    Unless
      the contact shall otherwise require, the following terms shall the following
      respective meanings for all purposes, and the following definitions are equally
      applicable to both the singular and the plural forms and the feminine, masculine
      and neuter forms of the terms defined.

    


    “Business
      Combination”
      shall
      mean the acquisition by the Company, whether by merger, capital stock exchange,
      asset acquisition, stock purchase or other similar business combination, of
      one
      or more operating businesses in the beverage industry, having, collectively,
      a
      fair market value equal to at least 80% of the Company’s net assets (excluding
      deferred underwriting discounts and commissions) at the time of such merger,
      capital stock exchange, asset acquisition or other similar business
      combination.

    


    “Business
      Combination Date”
      shall
      mean the date upon which a Business Combination is consummated.

    


    “Effective
      Date”
      shall
      mean the date upon which the Registration Statement is declared effective under
      the Securities Act of 1933, as amended, by the SEC.

    


    “Immediate
      Family”
      shall
      mean, with respect to any person, such person’s spouse, lineal descendents,
      father, mother, brothers or sisters (including any such relatives by adoption
      or
      marriage).

    


    “Insiders”
      shall
      mean all of the officers, directors and stockholders of the Company immediately
      prior to the Company’s IPO.

    


    “Insider
      Shares”
      shall
      mean all shares of Common Stock of the Company owned by an Insider immediately
      prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not
      include any IPO Shares purchased by Insiders in connection with or subsequent
      to
      the Company’s IPO.

    


    “IPO
      Shares”
      shall
      mean all shares of Common Stock issued by the Company in its IPO, regardless
      of
      whether such shares were issued to an Insider or otherwise.

    


    “Prospectus”
      shall
      mean the final prospectus filed pursuant to Rule 424(b) under the Securities
      Act
      of 1933, as amended, and included in the Registration Statement.

    


    “Public
      Stockholders”
      shall
      mean holders of common stock sold as part of the IPO or in the aftermarket,
      including Insiders who purchase those shares in the IPO or
      aftermarket.

    


    “Registration
      Statement”
      shall
      mean the registration statement filed by the Company on Form S-1 with the SEC,
      and any amendment or supplement thereto, in connection with the Company’s
      IPO.

    


    “SEC”
      shall
      mean the United States Securities and Exchange Commission.

    


    “Termination
      Date” shall
      mean the date that is sixty (60) calendar days immediately following the
      Transaction Failure Date.

    


    “Transaction
      Failure”
      shall
      mean the failure to consummate a Business Combination within 18 months of the
      Effective Date (or 24 months after the Effective Date, if a letter of intent,
      agreement in principle or definitive agreement has been executed within 18
      months after the Effective Date and the Business Combination relating thereto
      has not yet been consummated within such 18-month period). 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Transaction
      Failure Date”
      shall
      mean the 18-month anniversary of the Effective Date (or the 24 month anniversary
      of the Effective Date, if a letter of intent, agreement in principle or
      definitive agreement has been executed within 18 months after the Effective
      Date
      and the Business Combination relating thereto has not yet been consummated
      within such 18-month period). 

    


    “Trust
      Account”
      shall
      mean that certain trust account established with Continental Stock Transfer
      & Trust Company, as trustee, and in which the Company deposited the “funds
      to be held in trust,” as described in the Prospectus.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    


    BIOGRAPHY

    


    Rodman
      L. Drake
      has been
      a member of our board of directors since November 2005 and our chairman since
      June 2006. Since January 2002, Mr. Drake has been a managing director of Baringo
      Capital LLC, a private equity group he co-founded, with three funds focused
      on
      natural resources and a venture capital fund focused on early-stage technology
      and telecommunications investments. From November 1997 to January 2002, Mr.
      Drake was president of Continuation Investments Group Inc., a private equity
      firm which was the predecessor of Baringo Capital. From 1994 to 1997, Mr. Drake
      was a co-founder of KMR Power Corporation, a developer of independent power
      projects in Latin America and also served as its co-chairman. From 1991 to
      1994,
      Mr. Drake was president of The Mandrake Group, a consultancy that performed
      strategy and organizational design work for clients in the consumer and
      financial services industries. From 1969 to 1991, Mr. Drake was employed by
      Cresap, McCormick & Paget, an international management and strategy
      consulting firm, where he was managing director and chief executive officer
      from
      1980 to 1991. Mr. Drake serves on the board of directors of Celgene Corporation,
      a bio-pharmaceutical company, Jackson Hewitt Tax Services Inc., a tax
      preparation company, Parsons Brinckerhoff, an employee owned global
      infrastructure company, Student Loan Corporation, a provider of
      government-sponsored and private-sponsored student loans, and Crystal River
      Capital Inc., a Real Estate Investment Trust. Mr. Drake is also chairman of
      Hyperion Total Return Fund, Hyperion Strategic Mortgage Income Fund, and of
      the
      Excelsior and Laudus mutual fund groups sponsored by Charles Schwab/US Trust.
      The Student Loan Corporation, Celgene Corporation, Jackson Hewitt Tax Service
      Inc and the Hyperion Funds all file reports pursuant to the Exchange Act. Mr.
      Drake received a B.A. from Yale University and an M.B.A. from Harvard Business
      School.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

    


    FORM
      OF STOCK ESCROW AGREEMENT