WARRANT AGREEMENTWarrant 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”).
Beverage Acquisition Corporation FORM OF UNDERWRITING AGREEMENTUnderwriting 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2006 • Beverage Acquisition CORP • New York
This Agreement is made as of [__________], 2006, by and between Beverage Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2006 • Beverage Acquisition CORP • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [______] 2006, by and among Beverage Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SUBORDINATED REVOLVING LINE OF CREDIT AGREEMENTLine of Credit Agreement • August 4th, 2006 • Beverage Acquisition CORP • New York
This Subordinated Revolving Line of Credit Agreement (this “Agreement”) is made as of _________, 2006 by and between Beverage Acquisition Corporation, a Delaware corporation (“Borrower”), and the individuals and entities set forth on Schedule A (“Lenders”), with reference to the following facts.
BEVERAGE ACQUISITION CORPORATION INSIDER WARRANT PURCHASE AGREEMENTInsider Warrant Purchase Agreement • August 4th, 2006 • Beverage Acquisition CORP • New York
THIS INSIDER WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of _______, 2006 between Beverage Acquisition Corporation, a Delaware corporation (the “Company”), on the one hand, and Michael C. Bellas, Rodman L. Drake, Norman E. Snyder, Jr., Barclay H. Griffiths, Fred B. Tarter, Albert C. Bellas or their designees, on the other hand (collectively, the “Purchasers” or individually, a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 4th, 2006 • Beverage Acquisition CORP • New York
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”).
BEVERAGE ACQUISITION CORPORATIONBeverage Acquisition CORP • August 4th, 2006
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Beverage Acquisition Corporation (“Company”) and continuing until (the “Termination Date”) the earlier of the consummation by the Company of a “Business Combination” or the Company’s liquidation (as described in the Company’s IPO prospectus), Beverage Marketing Corporation of New York shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 2670 Commercial Avenue, Mingo Junction, Ohio 43938. In exchange therefore, the Company shall pay Beverage Marketing Corporation of New York the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
