0001144204-06-044717 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • November 1st, 2006 • Beverage Acquisition CORP • Blank checks • New York

This Warrant Agreement made as of [_____________], 2006, between Beverage Acquisition Corporation, a Delaware corporation, with offices at 2670 Commercial Avenue, Mingo Junction, Ohio (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).

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Beverage Acquisition Corporation FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2006 • Beverage Acquisition CORP • Blank checks • New York

The undersigned, Beverage Acquisition Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as "you," "Morgan Joseph & Co." or the "Representative") and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

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