Exhibit
10.8


STOCKHOLDERS
AGREEMENT


STOCKHOLDERS
AGREEMENT (this “Agreement”) dated as of July 3, 2007 (the “Effective
Date”) by and among Nascent Wine Company, Inc., a Nevada corporation (the “Company”),
Sandro Piancone, Piancone Family Trust Sandro and Kimberly Piancone Trustees,
and Victor Petrone (each, a “Principal Stockholder” and, collectively,
the “Principal Stockholders”), and each of the investors set forth on
the signature pages hereto (each, an “Investor” and collectively, the “Investors”).


RECITALS:


WHEREAS, pursuant
to the Series A Convertible Preferred Stock Purchase Agreement dated of even
date herewith among the Company and the Investors (the “Purchase Agreement”),
the Investors have agreed to purchase from the Company, and the Company has agreed
to issue and sell to the Investors, the Series A Preferred Stock (as defined
below), subject to the terms and conditions of the Purchase Agreement; and


WHEREAS, as
of the Effective Date, each of the Stockholders owns the number of shares of
Common Stock and Series A Preferred Stock specified with respect to such
Stockholder on Schedule I
attached hereto, and such shares as of the Effective Date, represent in the
aggregate [     ]% of the shares of Common Stock and
all of the shares of the Series A Preferred Stock of the Company as specified
with respect to such Stockholder on Schedule I;
and


WHEREAS, the
parties hereto desire to set forth their mutual agreements and understandings
with respect to, among other things, certain of their respective rights, duties
and obligations and certain transactions and arrangements in respect of the
Company, the Capital Stock (as defined below) of the Company and related
matters.


NOW,
THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, hereby agree
as follows:


ARTICLE  I


DEFINITIONS


1.1          Defined Terms and Interpretation. 
(a)  Capitalized terms used herein
without definition have the meanings ascribed to such terms in the Purchase
Agreement.  As used in this Agreement,
the following terms shall have the following meanings:


“Affiliate” means,
when used with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, controls or is controlled by or
is under common control with the Person specified.



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“Agreement”
means this Stockholders Agreement, together with Schedule
I hereto, as the same may be amended, supplemented or modified
in accordance with the terms hereof from time to time.


“Capital
Stock” means any and all shares, interests, participation or other
equivalents (however designated) of capital stock of the Company, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all rights, warrants, securities (including, without limitation,
convertible debt securities) or options to purchase any of the foregoing.


“Cause”
means, with respect to any Investor Designee or Replacement Investor Designee,
as applicable, (i) any act of breach of such individual’s fiduciary duty
against the Company by such individual which under applicable law constitutes a
violation of his legal obligation to the Company or which creates a material
legal liability for the Company; (ii) if such individual is convicted of, or
pleads guilty or nolo contendere with respect to, theft, fraud or a felony
under federal or applicable state law; or (iii) if such individual commits any
act of personal conduct that results in any member of the Company’s Board of
Directors suffering liability under federal or applicable state law for
discrimination or sexual or other forms of harassment or other similar
liabilities to subordinate employees.


“Equity Issuance”
means the issuance by the Company or any of its subsidiaries of any of its
Capital Stock, other than (a) any Capital Stock issued pursuant to any stock
option, stock grant, stock purchase, stock bonus or similar plans which have
been approved by the Company’s Board of Directors, including the consent of the
majority of the Investor Designees, (b) any Capital Stock issuable upon
conversion, exercise or exchange of securities then outstanding, (c) any
Capital Stock issuable to customers, vendors or other Persons in similar
commercial situations with the Company or any of its subsidiaries in connection
with corporate partnering agreements or other significant commercial
transactions approved by the Board of Directors of the Company or such
subsidiary, (d) any securities issuable solely in consideration for the
acquisition (by merger, consolidation, purchase or otherwise) by the Company or
any of its subsidiaries of all or substantially all of the stock or assets of
any other entity or business segment of any other entity, (e) any securities
issued by a subsidiary to its parent, and (f) shares of Series A Preferred
Stock issued to the Investors pursuant to any subsequent Closings under the
Purchase Agreement.


“Fiscal
Year” means the twelve consecutive calendar months ending on December 31 of
any year.


“Governmental
Authority” means any nation or government, any state or any political
subdivision thereof or any Person exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government or any
other regulatory authority.


“Investor
Designees” has the meaning set forth in Section 2.1.


“Involuntary
Transfer” means a Transfer or proposed Transfer by a Stockholder by
operation of law or by reason of death.


“Person” means an individual, corporation, limited liability
company, partnership, association, trust or other legal entity.



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“Replacement
Investor Designee” has the meaning set forth in Section 2.1.


“Requirement
of Law” means as to any Person, the articles or certificate of
incorporation and by-laws or other organizational or governing documents of
such Person, and any law, statute, treaty, rule or regulation, order or
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property, or
to which such Person or any of its property is subject.


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


“Series
A Preferred Stock” means the Series A Preferred Stock of the Company, par
value $.001 per share and stated value $[          ] per share, having the rights, preferences
and privileges as set forth in the Certificate of Designation.


“Stockholder”
means each of the following Persons: (i) each Principal Stockholder, (ii) each
Investor and (iii) each other Person that becomes a party to this Agreement
from time to time pursuant to Section 3.1(b) hereof.


“Transfer”
means, with respect to any Capital Stock, (a) any issuance, sale, assignment or
transfer of such Capital Stock or any right or interest therein; (b) any pledge
or hypothecation of such Capital Stock or any interest therein; (c) any grant,
sale or other transfer of securities convertible or exercisable into or
exchangeable for or other options, warrants or rights to acquire such Capital
Stock or any interest therein; and (d) any other direct or indirect transfer of
such Capital Stock or any interest therein, in each case, whether voluntary,
involuntary, by operation of law or otherwise.


(b)            The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
section and schedule references are to this Agreement unless otherwise
specified.


(c)           The meanings given to terms defined
herein shall be equally applicable to the singular and plural forms of such
terms.


ARTICLE  II


VOTING RIGHTS; BOARD OF
DIRECTORS AND RELATED MATTERS


2.1          Investor Board Designees.  At the Effective Date and for so long as the Investors hold shares of
Series A Preferred Stock, the Investors shall have the right to designate two
(2) individuals (the “Investor Designees”) to serve as members of the
Company’s Board of Directors, which initial Investor Designees shall be
appointed by the Company no later than 30 days following the Effective Date; provided,
however, in no event shall the number of Investor Designees be
proportionately less than the Investors’ aggregate equity interest of the
Company (for purposes of making any
determination or calculation pursuant to this Section 2.1, but for such
purposes only, as of any date of determination or calculation, all of the
Capital Stock of the Company that is then convertible or exercisable into or
exchangeable for Common Stock shall be deemed to have been so converted,
exercised or exchanged in full as of such date of



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determination or calculation) provided, further,
that, notwithstanding the foregoing clause, in no event shall the Investors
have the right to designate less than two (2) Investor Designees.  During such Investor Designee’s term thereof,
each Investor Designee shall have the right to attend, observe, and vote at,
all annual and special meetings of the Board of Directors.  The
Company agrees to use its best efforts to cause each of the Investor Designees
to be nominated by the Board of Directors of the Company for election to such
Board by the Company stockholders promptly following the date the Investors
notify the Company of their desire to appoint the Investor Designees.  In the event an Investor Designee ceases to
be a member of the Company’s Board of Directors for any reason, the individual
designated by a majority-in-interest of the Investors as a replacement (the “Replacement
Investor Designee”) shall be elected to the Company’s Board of Directors by
the remaining members of such Board and the Company shall use its best efforts
to cause such Replacement Investor Designee to be nominated by the Board of
Directors of the Company for election to such Board by the Company’s
stockholders at the time and in the manner proper for such nomination and
election.  Subject to the terms of this Section
2.1, a majority-in-interest of the Investors shall retain the right to
designate two (2) directors pursuant to this Section 2.1.  In lieu of selecting the board designees, a
majority-in-interest of the Investors may, in their sole discretion, select up
to two (2) individuals to act as observers at the meetings of the Company’s
Board of Directors.  The Investors’ board
designees (be it an Investor Designee or Replacement Investor Designee) may not
be removed or replaced without the prior written consent of a
majority-in-interest of the Investors, except for any removal of such
individual for Cause.  The Company shall
also use its best efforts to cause its Board of Directors to take all necessary
and appropriate action to effect promptly the election of the Investor
Designees and/or any Replacement Investor Designee pursuant to the terms of
this Section 2.1.  The Principal
Stockholders agree to vote their shares of Capital Stock to elect the Investor
Designees or any Replacement Investor Designee.


2.2          Reimbursement of Expenses.  The
Company shall promptly reimburse the reasonable expenses (including travel
expenses) of the Investor Designees and any such replacement elected to the
Board of Directors of the Company pursuant to Section 2.1 hereof related
to attending meetings of (i) the Board of Directors of the Company and (ii) any
committee of the Board of Directors of the Company, each of the foregoing in
accordance with the policy of the Company as in effect from time to time.


ARTICLE  III


AGREEMENTS RELATING TO
THE CAPITAL STOCK
      OF THE COMPANY AND OTHER MATTERS    


3.1                               Transfer of Capital Stock.


(a)           Each
Stockholder agrees with the Company and with each other Stockholder that he or
it will not, directly or indirectly, Transfer any Capital Stock of the Company,
any stock certificates representing the same or any voting trust certificate
issued with respect to said Capital Stock, now or hereafter at any time owned
by him or it, except as may be specifically permitted pursuant to this
Agreement and applicable law; provided that,
subject to Section 3.1(b) hereof, a Stockholder may Transfer any shares
of Capital Stock held by him or it to (each such Transfer, an “Excluded
Transfer”):



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(i)                                   an immediate family member (parent, sibling,
spouse, child, niece, nephew, first cousin or grandchild);


(ii)                                  a trust, for estate planning purposes, whose
sole beneficiaries are immediate family members of such Stockholder;


(iii)                               an Affiliate;


(iv)                              the Company;


(v)                                 to a Person in connection with the exchange
of all of the then-outstanding Capital Stock of the Company to such Person in
an Approved Transfer (as defined in Section 3.4(a) hereof), subject to Section
3.4 hereof; or


(vi)                              pursuant to an Involuntary Transfer.


(b)           (i)            Notwithstanding anything contained
herein to the contrary, any Transfer of Capital Stock of the Company by a
Stockholder pursuant to an Excluded Transfer (other than an Excluded Transfer
under Section 3.1(a)(iv), (v) or (vi) hereof) shall not
relieve the Stockholder of his obligations hereunder and (other than an
Excluded Transfer under Section 3.1(a)(iv) or (v) hereof) shall
only be valid if the Person to whom such Capital Stock is Transferred, prior to
the Transfer, agrees in writing to be bound by the terms of this Agreement as
and to the same extent that the Stockholder was bound by this Agreement
immediately prior to such Transfer.  Each
such Transferee shall be entitled to all the rights under this Agreement to which
the Stockholder was entitled immediately prior to such Transfer.  Any purported Transfer without obtaining this
agreement by the Transferee shall be deemed void and of no further effect and
shall be governed by the provisions of paragraph (ii) below.  Any Transfer of Capital Stock of the Company
by a Stockholder pursuant to an Excluded Transfer under Section 3(a)(iv)
or (v) hereof shall result in such Capital Stock no longer being subject
to this Agreement and the Transferee of such Capital Stock shall not be bound
by this Agreement by reason of such Transfer.


(ii)           In the event a
Transfer of any Capital Stock by any Stockholder has taken place or remains in
place in violation of the provisions of this Article III, such Transfer shall
be void and of no effect, and no dividend of any kind whatsoever nor any
distribution pursuant to liquidation or otherwise shall be paid by the Company
or the Stockholder to the Transferee in respect of such Capital Stock (all such
dividends and distributions being deemed waived), and any voting rights of such
Capital Stock on any matter whatsoever shall remain vested in the Transferor.


(c)           Notwithstanding
anything contained herein to the contrary, at any time after one (1) year
following the Effective Date, a Principal Stockholder may Transfer Capital
Stock of the Company owned by him provided that the amount of Capital Stock
transferred by such Principal Stockholder does not exceed the amount of Capital
Stock permitted to be Transferred by an affiliate of the Company under Rule 144
of the Securities Act.



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(d)           The provisions of
this Section 3.1 shall be in addition to, and shall not in any way limit
the application of, any other provision of this Agreement.


3.2                               Right of First Refusal.


(a)           If, at any time any Principal Stockholder proposes to
Transfer any Capital Stock to one or more Persons (the “Purchasers”),
other than pursuant to an Excluded Transfer in compliance with Section 3.1
hereof (the transferring party or parties are collectively, if applicable,
referred to herein as the “Transferring Party”), then the Transferring
Party shall provide not less than 40 days written notice to the Company and
each of the other Stockholders (the “Section 3.2 Transfer Notice”) of
its intent to do so.  The Section 3.2
Transfer Notice shall set forth: (i) the number and type of shares of Capital
Stock proposed to be Transferred by the Transferring Party; (ii) the names and
addresses of the Purchasers; (iii) the proposed amount and type of
consideration payable therefor and the terms and conditions of payment; and
(iv) that the Purchasers have been informed of the rights provided for in this Section
3.2.


(b)           For a period of 15
business days following receipt of any Section 3.2 Transfer Notice described in
Section 3.2(a), the Investors shall have the right to purchase such
Investor’s share (as determined pursuant to Section 3.2(e) hereof) of
the shares of Capital Stock subject to such Section 3.2 Transfer Notice on the
same terms and conditions as set forth therein. 
The Investors’ purchase rights shall be exercised or declined by written
notice delivered to the Transferring Party, the Company and the other
Stockholders within such 15 day period specifying the number of shares of
Capital Stock to be purchased by such Investors, if any.


(c)           In the event that
the Investors do not elect to purchase all of the shares of Capital Stock
available pursuant to its rights under Section 3.2(b) within the 15 day
period set forth therein, the Company shall have the right, exercisable upon
written notice to the Transferring Party and the other Stockholders within 15
days after the receipt of the Investors’ notice under Section 3.2(b), to
purchase all or a portion of the shares of Capital Stock subject to such
Section 3.2 Transfer Notice on the same terms and conditions as set forth
therein.  The Company’s purchase rights
shall be exercised or declined by written notice delivered to the Transferring
Party and the other Stockholders within such 15 day period specifying the
number of shares of Capital Stock to be purchased by the Company, if any.


(d)           In the event that
the Company does not elect to purchase all of the shares of Capital Stock
available pursuant to its rights under Section 3.2(c) within the 15 day
period set forth therein, each Principal Stockholder shall have the right,
exercisable upon written notice to the Transferring Party, the Company and the
other Stockholders within 15 days after the receipt of the Company’s notice
under Section 3.2(c) to purchase such Principal Stockholder’s share (as
determined pursuant to Section 3.2(e) hereof) of the shares of Capital
Stock subject to the Section 3.2 Transfer Notice that were not elected to be
purchased by the Investors pursuant to Section 3.2(b) or the Company
pursuant to Section 3.2(c) on the same terms and conditions as set forth
in the Section 3.2 Transfer Notice.  Such
notice from a Principal Stockholder shall specify the number of shares of
Capital Stock to be purchased by such Principal Stockholder.


(e)           The shares of
Capital Stock subject to the Section 3.2 Transfer Notice being purchased by the
Investors pursuant to Section 3.2(b) or the Principal Stockholders



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pursuant
to Section 3.2(d) shall be allocated to the Investors or the Principal
Stockholders, as the case may be, who so exercise their rights (in the case of
the Investors, the “Purchasing Investors” and, in the case of the
Principal Stockholders, the “Purchasing Principal Stockholders”) based
on such Purchasing Investors or such Purchasing Principal Stockholder’s Pro
Rata Share (as defined herein) until the Purchasing Investors or the Purchasing
Principal Stockholders, as the case may be, have subscribed for all of such
shares of Capital Stock.  A “Purchasing
Investor’s Pro Rata Share” of any allocation of shares of Capital Stock
means the product obtained by multiplying (i) the aggregate number of shares of
Capital Stock subject to such allocation and (ii) a fraction, the numerator of
which is the number of shares of Capital Stock owned by such Purchasing
Investor at the time of the Transferring Party’s notice under Section 3.2(a)
and the denominator of which is the total number of shares of Capital Stock
owned by all of the Purchasing Investors at such time.  A “Purchasing Principal Stockholder’s Pro
Rata Share” of any allocation of shares of Capital Stock means the product
obtained by multiplying (i) the aggregate number of shares of Capital Stock
subject to such allocation and (ii) a fraction, the numerator of which is the
number of shares of Capital Stock owned by such Purchasing Principal
Stockholder at the time of the Company’s notice under Section 3.2(c) and
the denominator of which is the total number of shares of Capital Stock owned
by all of the Purchasing Principal Stockholders at such time.  For purposes of making any determination or
calculation pursuant to this Section 3.2(e), but for such purposes only,
as of any date of determination or calculation, all of the Capital Stock of the
Company that is then convertible or exercisable into or exchangeable for Common
Stock shall be deemed to have been so converted, exercised or exchanged in full
as of such date of determination or calculation.


(f)            If the Investors,
the Company and the Purchasing Principal Stockholders elect, either
individually or collectively, to purchase all but not less than all of the
shares of Capital Stock subject to the Section 3.2 Transfer Notice, the
Transferring Party shall honor their elections to purchase and consummate the
sale or sales of the shares of Capital Stock on terms set forth in the Section
3.2 Transfer Notice not more than 35 days after delivery of the Section 3.2
Transfer Notice, and at such time the Transferring Party shall deliver to the
Investors, the Company or the appropriate Purchasing Principal Stockholders, as
the case may be, the certificate(s) or instrument(s) representing the shares of
Capital Stock to be purchased thereby, each certificate or instrument to be
properly endorsed for transfer.  Any
shares of Capital Stock so purchased by the Company shall thereupon cease to be
issued and outstanding shares of the Company’s Capital Stock and shall resume
the status of authorized but unissued shares.


(g)           If the Investors,
the Company and the Purchasing Principal Stockholders do not elect,
individually or collectively, to purchase all of the shares of Capital Stock
subject to the Section 3.2 Transfer Notice, the Transferring Party may, subject
to the tag-along rights contained in Section 3.3 hereof, consummate the
Transfer of those remaining shares of Capital Stock that were not purchased by
the Investors, the Company or the Purchasing Principal Stockholders to the
Purchasers pursuant to the terms set forth in the Section 3.2 Transfer Notice,
following such Purchasers’ execution of an agreement in form and substance
reasonably acceptable to the Company and the Investors, through which the Purchasers
join this Agreement and become bound by the obligations imposed upon the
Transferring Party hereunder.



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(h)           If the Investors,
the Company and the Purchasing Principal Stockholders have elected,
individually or collectively, to purchase all of the shares of Capital Stock
subject of the Section 3.2 Transfer Notice but the Investors, the Company or
the Purchasing Principal Stockholders do not consummate such purchase at the
closings scheduled therefor (such party shall be deemed the “Defaulting Party”),
the shares of Capital Stock that were to be purchased by the Defaulting Party
shall again be subject to the rights of first refusal set forth in this Section
3.2 (other than with respect to the Defaulting Party).  If after re-offering such shares of Capital
Stock to the Investors, the Company and the Principal Stockholders pursuant to
this Section 3.2, the Investors, the Company or the Principal
Stockholders have not elected to purchase such shares of Capital Stock, the
Transferring Party may consummate the Transfer of such shares of Capital Stock
to the Purchasers pursuant to the terms set forth in the Section 3.2 Transfer
Notice following the Purchaser’s execution of an agreement in form and
substance reasonably acceptable to the Company and the Investors through which
the Purchasers join this Agreement and become bound by the obligations imposed
upon the Transferring Party hereunder.


(i)            Any
proposed Transfer to a Purchaser that is not consummated within 60 days after
the expiration of the 15 day period specified in this Section 3.2 or any
proposed Transfer on terms and conditions more favorable than those described
in the Section 3.2 Transfer Notice shall again be subject to the rights of
first refusal in this Section 3.2.


3.3                               Tag-Along Rights.


(a)           If, at any time after the Effective Date and after
compliance with the terms and conditions set forth in Section 3.2 hereof
(if applicable), a Principal Stockholder (a “Section 3.3 Transferor”)
desires to Transfer its or his Capital Stock in one transaction or a series of
transactions to any Person or Persons (a “Section 3.3 Transferee”),
prior to any such Transfer, the Section 3.3 Transferor shall promptly (and in
any event at least 20 business days prior to the closing date thereof), provide
the Investors with written notice of the proposed Transfer (the “Section 3.3
Transfer Notice”) containing the following:


(i)            the name and address of the proposed Section 3.3
Transferee;


(ii)           the number and kind of shares of Capital Stock proposed to
be Transferred by the Section 3.3 Transferor; and


(iii)          the purchase price and other terms and conditions of
payment and the closing date for the proposed Transfer (including, when
available, a copy of any purchase agreement related thereto).


(b)           If an Investor
wishes to participate in such Transfer, such Investor shall notify the Section
3.3 Transferor and the Company by written notice (the “Tag-Along Notice”)
on or before the expiration of 15 business days following receipt of the
Section 3.3 Transfer Notice that such Investor desires to Transfer any or all
of their shares of Capital Stock of the Company (as determined pursuant to the
following sentence) on the same terms and conditions set forth in the Section
3.3 Transfer Notice.  The Tag-Along
Notice shall specify the number of shares of such Capital Stock such Investor
desires and is entitled (pursuant to this Section 3.3(b)) to Transfer
(the “Tag-Along Amount”); for purposes of making any determination or
calculation



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pursuant to this Section 3.3, but for such purposes only, as of
any date of determination or calculation, all of the Capital Stock of the
Company that is then convertible or exercisable into or exchangeable for Common
Stock shall be deemed to have been so converted, exercised or exchanged in full
as of such date of determination or calculation.  The maximum number of shares of such Capital
Stock that an Investor shall be entitled to Transfer under this Section 3.3
shall be determined by multiplying the number of shares of such Capital Stock
owned by such Investor at the time of delivery of the Section 3.3 Transfer
Notice by a fraction, the numerator of which is the number of shares of Capital
Stock proposed to be Transferred to the Section 3.3 Transferee by the Section
3.3 Transferor and the denominator of which is the number of shares of Capital
Stock then owned by the Section 3.3 Transferor. 
If an Investor does not provide the Section 3.3 Transferor with a
Tag-Along Notice within the period specified above, the Section 3.3 Transferor
shall be free to Transfer such Capital Stock to the Section 3.3 Transferee in
the amount and on the same terms and conditions set forth in the Section 3.3
Transfer Notice, subject to Section 3.3(i) below.  If an Investor provides the Section 3.3
Transferor with a Tag-Along Notice within the period specified above, the
Section 3.3 Transferor may not effect such Transfer unless the Section 3.3
Transferee shall have purchased the Tag-Along Amount or the Reduced Tag-Along
Amount (as defined below) from such Investor on the same terms and conditions
set forth in the Section 3.3 Transfer Notice.


(c)           If the sum (the “Aggregate
Shares Offered”) of the number of shares of Capital Stock proposed to be
Transferred to the Section 3.3 Transferee by the Section 3.3 Transferor and the
Investors exceeds the number of shares of Capital Stock that such Section 3.3
Transferee is willing to purchase, then the Investors shall be obligated to
Transfer a number of shares of Capital Stock or its equivalent (the “Reduced
Tag-Along Amount”) equal to the product of the number of shares of Capital
Stock which the Section 3.3 Transferee is willing to purchase and a fraction,
the numerator of which is the Tag-Along Amount with respect to the Investors
and the denominator of which is the Aggregate Shares Offered, and the Section
3.3 Transferor shall be obligated to Transfer a number of shares of Capital
Stock equal to the number of shares of Capital Stock which the Section 3.3
Transferee is willing to purchase minus the Reduced Tag-Along Amount for the
Investors.


(d)           For the avoidance of
doubt, the tag-along rights contained in this Section 3.3 with respect
to (i) any Transfer of Series A Preferred Stock shall only apply to the
Investors who hold the Series A Preferred Stock in proportion to such Investor’s
percentage ownership of all of the then outstanding shares of Series A
Preferred Stock on an as-converted basis in Common Stock and (ii) any Transfer
of Common Stock shall only apply to the Investors who hold the Common Stock in
proportion to such Investor’s percentage ownership of all of the then
outstanding shares of Common Stock.


(e)           Any indemnity
provided by the Investors to the Section 3.3 Transferee in a purchase agreement
relating to such Transfer will only relate to the shares of Capital Stock
Transferred by him or it.  Any indemnity
provided to the  Section 3.3 Transferee
by the Section 3.3 Transferor will only relate to the shares of Capital Stock
Transferred by him or it.


(f)            The Section 3.3
Transferor and the Investors shall be required to bear their pro rata share,
based on the number of shares of Capital Stock included in such Transfer, of
the



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expenses of the transaction including, without limitation, legal,
accounting and investment banking fees and expenses.


(g)           The Company shall,
upon request by the Investors, issue to the Investors one or more stock
certificates registered in the names and in the denominations (aggregating in a
number equal to the original denomination) requested by the Investors, to
facilitate any partial sale of shares of any Capital Stock pursuant to this Section
3.3.


(h)           To the extent that
any prospective Section 3.3 Transferee is unwilling or otherwise refuses to
purchase Capital Stock from the Investors, the Section 3.3 Transferor shall not
Transfer to such prospective Section 3.3 Transferee any Capital Stock, unless
and until, simultaneously with such Transfer, the Section 3.3 Transferee shall
purchase such Capital Stock from the Investors on the same terms and conditions
specified in the Section 3.3 Transfer Notice.


(i)            Subject to the
rights of the Investors, if they have so elected, to participate in the
Transfer of Capital Stock as provided in this Section 3.3, the Section
3.3 Transferor may, not later than 45 days following delivery to the Investors
of the Section 3.3 Transfer Notice, conclude a Transfer of Capital Stock
covered by the Section 3.3 Transfer Notice on the terms and conditions
described in the Section 3.3 Transfer Notice. 
Any proposed Transfer on terms and conditions more favorable to the
Section 3.3 Transferee than those described in the Section 3.3 Transfer Notice,
as well as any proposed Transfer of any Capital Stock by the Section 3.3
Transferor more than 45 days following delivery to the Investors of the Section
3.3 Transfer Notice, shall again be subject to the tag-along rights of the
Investors and shall require compliance by the Section 3.3 Transferor with the
procedures described in this Section 3.3.


(j)            The exercise or
non-exercise of the rights of the Investors under this Section 3.3 to
participate in one or more Transfers of Capital Stock shall not adversely
affect their right to participate in subsequent Transfers of Capital Stock
pursuant to this Section 3.3.


(k)           The provisions of
this Section 3.3 shall be subject in all respects to the provisions of Sections
3.1 and 3.2 hereof.


3.4          Drag-Along
Right.


(a)           In the event that holders of more than two-thirds (2/3) of
the then outstanding shares of Common Stock and a majority of the members of
the Board of Directors of the Company approve the sale of the Company and in
connection therewith the Board determines in good faith and in a commercially
reasonable manner that the sale is in the best interests of the Company and its
stockholders (an “Approved Transfer”), the Stockholders will consent to and
raise no objections to the Approved Transfer of the Company and (i) if the
Approved Transfer of the Company is structured as a sale of stock, the
Stockholders will agree to sell all of their Capital Stock in the Company on
the terms and conditions approved by the Board of Directors with respect to all
holders of Capital Stock, (ii) if the Approved Transfer of the Company is
structured as a merger, consolidation or other reorganization, the Stockholders
will vote in favor thereof and will not exercise any dissenters’ rights of
appraisal it may have under the laws of the State of Nevada, and (iii) if the
Approved Transfer of the Company is structured as a sale of all or
substantially all of the assets of the Company, the Stockholders will vote in
favor thereof.  The


 



 10















Stockholders will use their reasonable best efforts to cooperate in the
Approved Transfer of the Company and will take all necessary and desirable
actions in connection with the consummation of the Approved Transfer of the
Company as are reasonably requested by the Board of Directors, including, but
not limited to, the provision of reasonable and customary representations and
warranties in relation to the Stockholders’ Capital Stock in the Company; provided, however, that the Stockholders
shall not be required to incur any out-of-pocket expenses in connection with
such Approved Transfer of the Company which are not reimbursed by the Company;
and provided further that the
Stockholders shall not be required to provide more onerous representations,
warranties or indemnification than any other Stockholder.


(b)           Not less than thirty (30) days prior to the date proposed
for the closing of any Approved Transfer, the Company shall give written notice
to the Stockholders, setting forth in reasonable detail the name or names of
the purchaser, the terms and conditions of the Approved Transfer, including the
purchase price, and the proposed closing date.


(c)           The obligations of
the Stockholders with respect to the Approved Transfer of the Company are also
subject to the condition that upon the consummation of the Approved Transfer of
the Company, all of the holders of Capital Stock of the Company will have the
right to receive the same form and amount of consideration for their shares of
Capital Stock as all other holders of the same classes.


3.5          Preemptive Rights.


(a)           In
the event that the Company intends to consummate any Equity Issuance, the
Company shall provide each of the Investors with a right of first refusal to
purchase its or his pro rata portion of such Capital Stock, on the terms and
conditions offered by the Company.  For
purposes of this Section 3.5, each of the Investor’s pro rata portion is
equal to the ratio of (a) the number of shares of Capital Stock held by it or
him immediately prior to such issuance to (b) the aggregate number of shares of
Capital Stock held by all of the Investors immediately prior to such
issuance.  For purposes of making any
determination or calculation pursuant to this Section 3.5(a), but for
such purposes only, as of any date of determination or calculation, all of the
Capital Stock of the Company that is then convertible or exercisable into or
exchangeable for Common Stock shall be deemed to have been so converted,
exercised or exchanged in full as of such date of determination or calculation.


(b)           The
Company shall provide each Investor not less than 30 days prior written notice
(the “Offer Notice”) of such Equity Issuance, together with the details
and terms of such intended transaction. 
Each Investor shall respond to the Company within 10 days of receiving
the Offer Notice notifying the Company whether or not it or he desires to
purchase in such Equity Issuance, and stating the number of shares of such
Capital Stock it or he desires to purchase.


(c)            In
the event that the Investors fail to exercise the right of first refusal for
all of the Capital Stock offered in the Equity Issuance within the applicable
time period, then, with respect to the issuance of such unsubscribed shares of
the Capital Stock, the rights of the Investors under this Section 3.5
shall expire and the Company shall have 90 days thereafter to sell such Capital
Stock at a price and upon general terms not more favorable to the purchasers



 11
 









 


thereof than specified in
the Offer Notice.  In the event that the
Company has not sold such Capital Stock within such 90 day period, then the
Company shall not thereafter issue or sell any such Capital Stock without again
first offering them to the Investors pursuant to this Section 3.5.


(d)           For
the avoidance of doubt, and notwithstanding anything contained herein to the
contrary, to the extent a subsidiary of the Company is engaging in an Equity
Issuance, each reference to the Company in this Section 3.5 shall be
deemed to include such subsidiary, and the Company shall cause such subsidiary
to comply with the provisions of this Section 3.5 as if it were the
Company hereunder.


3.6          Protective Provisions.  The
Company shall not, without the affirmative vote or consent of the holders of
more than seventy-five percent (75%) of all of the then outstanding shares of
Series A Preferred Stock and if there are no Series A Preferred Stock
outstanding, seventy-five percent (75%) of the Common Stock (for purposes of
making any determination or calculation pursuant to this Section 3.6,
but for such purposes only, as of any date of determination or calculation, all
of the Capital Stock of the Company that is then convertible or exercisable
into or exchangeable for Common Stock shall be deemed to have been so
converted, exercised or exchanged in full as of such date of determination or
calculation), voting separately as a class, (i) declare, pay dividends or make
any other distribution to holders of shares of Capital Stock or redeem or repurchase or otherwise acquire any shares of Capital
Stock, other than as required by law or by agreements in existence on the date
hereof with employees or consultants of the Company requiring or permitting the
redemption or repurchase of shares of Capital Stock; (ii) amend or repeal any provision of, or add any provision to, the
Company’s articles of incorporation, bylaws, or any certificate of designations
or file any certificate of designations, preferences, limitations and relative
rights of any series of preferred stock other than as contemplated by the
Purchase Agreement; (iii) increase the number of shares to be reserved
for issuance under any compensation plan of the Company; (iv) make any loan
or enter into any agreements, arrangements or other continuing transactions
between (a) the Company or any subsidiary on the one hand, and (b) on the other
hand, any officer, employee, consultant or director of the Company, or any of
its subsidiaries, or any person owning any capital stock of the Company or any
subsidiary or any member of the immediate family of such officer, employee,
consultant, director or stockholder or any corporation or other entity
controlled by such officer, employee, consultant, director or stockholder, or a
member of the immediate family of such officer, employee, consultant, director
or stockholder; (v) voluntarily file for bankruptcy, liquidate the Company’s
assets or make an assignment for the benefit of the Company’s creditors; (vi)
incur, assume or guarantee any indebtedness for borrowed money; (vii) issue or purchase any equity or debt securities;
(viii) enter into any merger, reorganization, consolidation or sale of
substantially all of the assets of the Company with another corporation or
other entity or other acquisition of the Company; (ix) substantially alter or change the Company’s business; (x) create any
subsidiary of the Company; (x) alter or change in any way the compensation of
the Company’s senior management; and (xi) increase or decrease the size of the
Company’s Board of Directors other than as provided in this Agreement.


3.7          Legends on Stock.


(a)           Each Capital Stock certificate of the
Company owned by a Principal Stockholder, an Investor or any Transferee of a
Principal Stockholder or an Investor that



 12
 









 


becomes
a party hereto shall bear the following legend on the face thereof (or a
substantively equivalent legend):


“THIS CERTIFICATE IS ISSUED SUBJECT TO THE
PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF JUNE    ,
2007, AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE
ASSIGNABLE OR OTHERWISE TRANSFERABLE, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.”


(b)           In addition, each Capital Stock
certificate of the Company owned by a Principal Stockholder, an Investor or any
Transferee of a Principal Stockholder or an Investor that becomes a party
hereto shall also bear the following legend on the face thereof (or a
substantively equivalent legend):


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE. 
THESE SECURITIES ARE RESTRICTED SECURITIES AS DEFINED IN RULE 144
PROMULGATED UNDER THE ACT AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE
DISTRIBUTED EXCEPT (A) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE
144 AND AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION OR COMPLIANCE IS NOT REQUIRED.”


(c)           Any certificate
issued at any time in exchange or substitution for any certificate bearing the
legend set forth in (a) and/or (b) above (except a new certificate issued upon
completion of a public distribution under a registration statement of the
Capital Stock represented thereby shall be required) shall also bear such
legend unless, with respect to the legend set forth in (b) above, in the
opinion of counsel for the holder of such Capital Stock (which counsel shall be
reasonably satisfactory to the Company), the Capital Stock represented thereby
is not, at such time, required by law to bear such legend.


(d)           The Company agrees
that it will not Transfer on its books any certificate for its Capital Stock in
violation of the provisions of this Agreement.



 13
 









 


ARTICLE  IV


REPRESENTATIONS AND WARRANTIES


4.1          Representations and Warranties of the Stockholders.  Each of the Stockholders severally represents
and warrants to the other Stockholders and the Company that:


(a)           Such Stockholder has
all requisite power and capacity to enter into this Agreement and to consummate
the transactions contemplated hereby. 
This Agreement has been duly executed and delivered by such Stockholder,
has been effectively authorized by all necessary action and constitutes the
legal, valid and binding obligations of such Stockholder, enforceable against
such Stockholder in accordance with its terms, except as enforceability may be
subject to the application of general equitable principles and to bankruptcy,
insolvency, moratorium or other similar laws affecting creditors’ rights
generally.


(b)           The execution and
delivery of this Agreement, the consummation of the transactions contemplated
hereby and the fulfillment of the terms hereof will not result in a breach of
any of the terms or provisions of, or constitute a default under, or conflict
with (x) any agreement, indenture or other instrument to which such Stockholder
is a party or by which such Stockholder is bound, (y) any judgment, decree,
order or award of any court, governmental body, Governmental Authority or
arbitrator by which such Stockholder is bound or (z) any Requirement of Law
applicable to such Stockholder.


(c)           There are no consents, approvals, authorizations or other
requirements prescribed by any agreement, indenture or instrument or any
applicable Requirement of Law that must be obtained or satisfied in connection
with such Stockholder’s execution, delivery and performance of this Agreement.


(d)           There is no suit, action
or proceeding pending or, to such Stockholder’s knowledge, threatened against
such Stockholder that questions the validity of this Agreement, any of the
transactions contemplated hereby or any action which has been taken by any of
the parties in connection herewith or therewith or in connection with any of
the transactions contemplated hereby or thereby or that seeks to enjoin the
consummation thereof.


(e)           As of the Effective
Date, each Stockholder owns all right, title and interest in and to the number
of shares of Series A Preferred Stock, Common Stock and the number of options
or warrants exercisable into, and other securities convertible or exercisable
into or exchangeable for, Common Stock, respectively, specified with respect to
such Stockholder on Schedule I
attached hereto, free and clear of all liens, claims, rights (including but not
limited to preemptive or similar rights), taxes and encumbrances of any type or
nature, and such shares, options, warrants and securities, as of the Effective
Date, represent in the aggregate the percentage ownership of all of the Capital
Stock of the Company on a fully diluted basis (assuming, for this purpose only,
that all Capital Stock of the Company that is convertible or exercisable into
or exchangeable for Common Stock has been so converted, exercised or exchanged
in full as of the Effective Date) as specified with respect to such Stockholder
on Schedule I.  As of the Effective Date, no shares of
Capital Stock of the Company are owned by such Stockholder other than as
specified on Schedule I  with respect to
such Stockholder.



 14
 









 


ARTICLE  V


COVENANTS AND AGREEMENTS OF THE
COMPANY; OTHER MATTERS


5.1          Affirmative Covenants and Agreements of the
Company.  The Company
covenants and agrees that:


5.1.1       Information.  The
Company shall deliver to the Investors:


(a)           as soon as available and in any event within 90 days after
the end of each Fiscal Year of the Company, an audited balance sheet of the
Company and, to the extent there are any, its subsidiaries, as of the end of such
Fiscal Year and the related statements of income and cash flows for such Fiscal
Year, setting forth in each case in comparative form the figures for the
previous Fiscal Year;


(b)           as soon as available and in any event within 45 days after
the end of each fiscal quarter of each Fiscal Year of the Company, a balance
sheet of the Company and, to the extent there are any, its subsidiaries, as of
the end of such fiscal quarter and related statements of income for such
quarter and for the portion of the Company’s Fiscal Year then ended, setting
forth in each case in comparative form the figures for the corresponding fiscal
quarter and the corresponding portion of the Company’s previous Fiscal Year;


(c)           to the extent available, as soon as available and in any
event within 30 days after the end of each calendar month, (i) a profit and
loss statement and operating report relating to the operations of the Company
for such calendar month and (ii) a balance sheet of the Company and, to
the extent there are any, its subsidiaries, as of the end of such calendar
month and related statements of income for such calendar month;


(d)           as soon as available and in any event within thirty (30)
days prior to the end of each Fiscal Year, a comprehensive operating budget
forecasting the Company’s financial position on a month-to-month basis for the
upcoming Fiscal Year; and


(e) to the extent available,
such budgets, forecasts, projections and other information respecting the
business of the Company as the Investors may from time to time reasonably
request.


All
financial reports and other information of the Company delivered to the
Investors  pursuant to this Agreement
shall be stated in United States dollars and, with respect to annual and
quarterly financial statements, prepared in accordance with GAAP, except that
the financial statements may not include notes which may otherwise be required
by GAAP and except that such quarterly financial statements may not include
notes in accordance with GAAP and are subject to normal year-end audit
adjustments.


5.1.2       Inspection of Property, Books and
Records.  The Company shall, and shall cause each of
its subsidiaries (to the extent there are any) to, keep proper books of record
and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its respective business and activities
and shall, upon reasonable notice and during normal business hours, permit
representatives of an Investor, at such Investor’s expense, to visit



 15
 









 


and
inspect any of its or its subsidiaries’ (to the extent there are any)
properties, to examine and make abstracts from any of its or its subsidiaries’
(to the extent there are any) books and records and to discuss its or any of
its subsidiaries’ (to the extent there are any) affairs, finances and accounts
with its or, to the extent there are any, its Subsidiaries’ officers, employees
and independent public accountants.


ARTICLE  VI


EFFECTIVE DATE; TERM; TERMINATION


6.1          Effective Date.  This
Agreement shall become effective on the Effective Date.


6.2          Term.  The
obligations of each party hereunder shall remain binding upon such party until
such time as:


(a)               this Agreement has terminated pursuant to Section
6.3 hereof; or


(b)               such party has Transferred all of its Capital Stock in
the Company in accordance with the terms of this Agreement and is in compliance
with its obligations, covenants and agreements under this Agreement.


6.3          Termination. 
Except as otherwise expressly provided herein, this Agreement shall
terminate and all rights and obligations hereunder shall cease, upon the first
to occur of any of the following events:


(i)            the consummation of a liquidation, dissolution, or
winding up of the Company in accordance with the Certificate of Designation; or


(ii)           the written agreement of each of the parties hereto to
such termination.


ARTICLE  VII


MISCELLANEOUS


7.1          Entire
Agreement.  This Agreement
and the Transaction Documents constitute the entire agreement among the parties
with respect to the subject matter hereof and thereof and supersede all prior
agreements, understandings and negotiations, both written and oral, among the
parties (or any of them) with respect thereto.


7.2          Amendments; No Waivers.


(a)           Any provision of this Agreement may be amended or waived if,
and only if, such amendment or waiver is in writing and signed, in the case of
an amendment, by each party hereto, or in the case of a waiver, by the party
against whom the waiver is to be effective. 
Notwithstanding the foregoing to the contrary, the Company may update Schedule I hereto to reflect
permissible issuances of Capital Stock or Transfers of Capital Stock consistent
with this Agreement.



 16
 









 


(b)           No failure or delay
by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  The rights
and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law or otherwise.


7.3          Notices.  All
notices, requests and other communications to any party hereunder shall be in
writing by nationally recognized overnight mail carrier, certified mail, return
receipt requested or facsimile and shall be given,




	
  (i)

  	
  if to the Company
  or any Principal Stockholder

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Nascent Wine
  Company, Inc.

  	
   

  
	
   

  	
  2355 Paseo de
  las Americas

  	
   

  
	
   

  	
  San Diego,
  California 92154

  	
   

  
	
   

  	
  Attention: Chief
  Executive Officer

  	
   

  
	
   

  	
  Tel. No.: (619) 661-0458

  	
   

  
	
   

  	
  Fax No.: (619) 661-9735

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The Law Offices
  of Gary A. Agron

  	
   

  
	
   

  	
  5445 DTC
  Parkway, Suite 520

  	
   

  
	
   

  	
  Greenwood
  Village, CO 80111

  	
   

  
	
   

  	
  Attention: Gary
  A. Agron

  	
   

  
	
   

  	
  Tel No.: (303)
  770-7254

  	
   

  
	
   

  	
  Fax No.: (303)
  770-7257

  	
   

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   if to any Investor:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  At the address of such Investor set forth in the
  Purchase Agreement.

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kramer Levin
  Naftalis & Frankel LLP

  	
   

  
	
   

  	
  1177 Avenue of
  the Americas

  	
   

  
	
   

  	
  New York, New
  York 10036

  	
   

  
	
   

  	
  Attention:
  Howard T. Spilko

  	
   

  
	
   

  	
                   Christopher
  S. Auguste

  	
   

  
	
   

  	
  Tel No.: (212)
  715-9100

  	
   

  
	
   

  	
  Fax No.: (212)
  715-8000

  	
   

  






 


Any party may designate a different notice address,
contact person, telephone number or facsimile number with respect to such party
by providing a notice describing such changes to each other party hereto in
accordance with the provisions of this Section 7.3.  Any notice sent by nationally recognized
overnight mail carrier shall be deemed to be delivered to the address shown on
the mailing receipt on the expected date of delivery upon proper evidence of
mailing for purposes of this Section 7.3.  Any notice sent by certified mail, return
receipt requested, shall



 17
 









 


be deemed to be delivered five business days after
mailing.  Any notice sent by facsimile
shall be deemed delivered as of the open of business on the business day
following the date on which sent provided the sender receives written
confirmation of transmission and provided that within 24 hours such notice is
also sent by regular mail to the appropriate address specified above.


7.4        Execution
in Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


7.5        Binding Effect; Assignment.


(a)           The
rights and obligations of the parties under this Agreement may not be assigned
or otherwise transferred to any other Person, except (i) with the prior written
consent of the other parties hereto or (ii) in connection with a Transfer of
Capital Stock of the Company by a Stockholder made in compliance with all of
the provisions of this Agreement.


(b)           This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, executors, successors and permitted assigns.  Neither this Agreement nor any provision
hereof is intended to confer upon any Person other than the parties hereto any
rights or remedies hereunder.


7.6          Governing
Law; Jurisdiction. This
Agreement, together with any dispute arising under this Agreement, shall be
governed by, construed, applied and enforced in accordance with the laws of the
State of New York, except that no doctrine of choice of law shall be used to
apply any law other than that of New York, and no defense, counterclaim or
right of set-off given or allowed by the laws of any other state or
jurisdiction, or arising out of the enactment, modification or repeal of any
law, regulation, ordinance or decree of any foreign jurisdiction, shall be interposed
in any action hereon or thereon; provided, however, that to the extent
that this Agreement relates to the internal affairs of the Company, such
internal affairs shall be governed by and construed and enforced in accordance
with the Nevada Revised Statutes.  The
parties hereby agree that venue for any dispute arising under this Agreement or
any of the other Transaction Documents or the transactions contemplated hereby
or thereby will lie exclusively in the state or federal courts located in New
York County, New York, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that New York is
not the proper venue.  The parties
irrevocably consent to personal jurisdiction in the state and federal courts of
the state of New York.  The parties
hereto consent to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address in effect for notices to
it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof.  Nothing in this Section 7.6 shall
affect or limit any right to serve process in any other manner permitted by
law.


7.7        Further
Assurances. Each of the
parties hereto shall execute and deliver such documents, instruments and
agreements and take such further actions as may be reasonably required or
desirable to carry out the provisions of this Agreement and the transactions
contemplated hereby, and each of the parties hereto shall cooperate with each
other in connection with the foregoing.



 18
 









 


7.8        Specific
Performance  Each party acknowledges that irreparable
damage would occur to the other parties hereto in the event that any of the
provisions of this Agreement were not performed by such party in accordance
with their specific terms or were otherwise breached by such party and that
money damages would not provide an adequate remedy to the non-breaching
parties.  It is accordingly agreed that
the non-breaching parties hereto shall be entitled to an injunction and other
equitable remedies to prevent breaches by the breaching party of this Agreement
and to enforce specifically the terms and provisions hereof or thereof in any
court of the United States or any state thereof or any other court having
jurisdiction, this being in addition to any other remedy to which such
non-breaching parties may be entitled at law or in equity or otherwise.


7.9        Severability
of Provisions.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


7.10      Captions.  The
captions used herein are included for convenience of reference only and shall
be ignored in the construction or interpretation hereof.


7.11        Costs
and Expenses.  The Company shall bear the fees, costs and
expenses incurred by such party in the preparation, negotiation, execution and
delivery of this Agreement, except as otherwise specified in the Purchase
Agreement; provided, however,
that the Company shall bear the reasonable fees, costs and expenses incurred by
the Principal Stockholders and the Investors.


7.12        WAIVER
OF TRIAL BY JURY. TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES HERETO
EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE
OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR IN
ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE
PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED
HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  TO THE EXTENT THEY MAY LEGALLY DO SO, THE
PARTIES HERETO AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR
PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY
HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.13
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES
HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.


7.13      Publicity.  The
parties agree that no public release or announcement concerning this Agreement
or any of the Transaction Documents or the transactions contemplated hereby or
thereby shall be made without advance review and approval by the Company and
the Investors, except as otherwise required by applicable law.



 19
 









 


[signature page follows]



 20
 









 


IN
WITNESS WHEREOF, the
parties hereto have duly executed this Agreement or caused this Agreement to be
duly executed by their respective officers or representatives thereunto duly
authorized as of the day and year first written above.


	
  

  	
  NASCENT WINE COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  PRINCIPAL STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SANDRO PIANCONE

  
	
   

  	
   

  
	
   

  	
  PIANCONE FAMILY TRUST SANDRO AND

  KIMBERLY PIANCONE TRUSTEES

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VICTOR PETRONE

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 21
 









 


SCHEDULE
I


STOCKHOLDERS’


OWNERSHIP OF CAPITAL STOCK


	
  Name of Stockholder

  	
   

  	
  No. of Shares

  of Common

  Stock Owned

  	
   

  	
  Percentage

  Ownership of all of

  the Company’s

  Common Stock

  	
   

  	
  No. of Shares

  of Series A

  Preferred

  Stock Owned

  	
   

  	
  Percentage

  Ownership of all of

  the Company’s

  Series A

  Preferred Stock

  	
   

  
	
  Sandro Piancone

  	
   

  	
  1,177,511

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Piancone Family
  Trust Sandro and Kimberly Piancone Trustees

  	
   

  	
  13,026,613

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Victor Petrone

  	
   

  	
  2,106,969

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  



 


 



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