REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 3, 2007, by and among Nascent Wine Company, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
ContractWarrant Agreement • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS WARRANT AND THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
This DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”), made and entered into this day of July, 2007, is by and between Nascent Wine Company, Inc., a Nevada corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and (the “Indemnitee”).
SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Dated as of July 3, 2007 among NASCENT WINE COMPANY, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries a Convertible Preferred Stock and Warrant Purchase Agreement • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of July 3, 2007 by and among Nascent Wine Company, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
STOCKHOLDERS AGREEMENTStockholders Agreement • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
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”).
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Competition and Non-Solicitation Agreement • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”), is made and entered into as of , 2007, between Nascent Wine Company, Inc., a Nevada corporation (the “Company”), and (“Executive”).
