SECURITIES PURCHASE AGREEMENT Dated as of April 27, 2007 among NASCENT WINE COMPANY, INC. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 27, 2007, by and among Nascent Wine Company, Inc., a Nevada corporation (the "Company"), and the entities listed on Exhibit A hereto (each, a "Purchaser" and collectively, the "Purchasers"), for the purchase by the Purchasers of the Company's 18% Senior Secured Convertible Notes Due 2007 (the "Notes"), and warrants to purchase shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock").
GUARANTYGuaranty • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
This GUARANTY (this "Guaranty"), dated as of April 27, 2007, is made by INTERNATIONAL FOODSERVICE SPECIALISTS, INC., a Nevada corporation ("Guarantor"), in favor of the Purchasers named on Exhibit A to the Purchase Agreement (collectively, "Lenders").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
ContractConvertible Note Agreement • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT WE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. SUCH SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.
SECURITY AGREEMENTSecurity Agreement • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
This Security Agreement (this "Agreement") is executed as of April 27, 2007, by and among Nascent Wine Company, Inc., a Nevada corporation (the "Company"), each Subsidiary of the Company identified on Schedule 1 hereto (the "Subsidiaries" and together with the Company, the "Debtors" and individually, a "Debtor"), and CSSF Master Fund, LP, a Texas limited partnership, as collateral agent for the Secured Parties (the "Collateral Agent").
