Nascent Wine Company, Inc. Sample Contracts

SETTLEMENT AGREEMENT
Settlement Agreement • August 19th, 2008 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
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WHEREAS:
Employment Agreement • August 19th, 2008 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
REGISTRATION RIGHTS AGREEMENT
Registration 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”).

WHEREAS:
Employment Agreement • August 19th, 2008 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
EXHIBIT 10 ----------
Placement Agency Agreement • July 5th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
SENIOR SECURED PROMISSORY NOTE $1,000,000.00
Nascent Wine Company, Inc. • November 7th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages • Connecticut
SECURITIES PURCHASE AGREEMENT Dated as of April 27, 2007 among NASCENT WINE COMPANY, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Securities 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").

Contract
Nascent Wine Company, Inc. • July 12th, 2007 • 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.

GUARANTY
Guaranty • 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 AGREEMENT
Registration Rights Agreement • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
EMPLOYMENT AGREEMENT
Employment Agreement • July 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada

This Agreement is made as of July 15, 2007, between Grupo Sur Promociones de México SA de CV, a Mexico corporation (the “Company”), and Gregory Cowal Robbins, an individual residing in Mexico City, Mexico (the “Executive”).

Contract
Nascent Wine Company, Inc. • May 3rd, 2007 • 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.

STOCK PURCHASE AGREEMENT by and among NASCENT WINE COMPANY, INC., a Nevada corporation, THE PERSONS SET FORTH ON SCHEDULE A HERETO, and COMERCIAL TARGA, S.A. de C.V., a Mexican corporation Dated as of October 29, 2007
Stock Purchase Agreement • November 2nd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada

STOCK PURCHASE AGREEMENT dated as of October 29, 2007 by and among NASCENT WINE COMPANY, INC., a Nevada corporation (“Buyer”), each of the Persons set forth on Schedule A hereto (“Sellers”), and COMERCIAL TARGA, S.A. de C.V., a Mexican corporation (the “Company”).

SECURITY AGREEMENT
Security 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").

Contract
Pledge on Shares Agreement • May 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages

THIS PLEDGE ON SHARES AGREEMENT (the “Agreement”), is executed this 11th day of May 2007 (the “Effective Date”) by and among NASCENT WINE COMPANY, INC. (“Pledgor” and jointly with Rafael Morales, the “Pledgors”) as pledgors and MESSRS. ALEJANDRO GUTIÉRREZ PEDERZINI AND LETICIA GUTIÉRREZ PEDERZINI (hereinafter referred to as “Pledgees”) as pledgees, pursuant to the following recitals and clauses. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Stock Purchase Agreement referred to below.

DIRECTOR INDEMNIFICATION AGREEMENT
Director 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”).

STOCK PURCHASE AGREEMENT BETWEEN NASCENT WINE COMPANY, INC. as Purchaser of Shares AND SHAREHOLDERS OF PASANI S.A. DE C.V. as Seller of Shares WITH THE APPEARANCE OF PASANI S.A. DE C.V May 11, 2007
Stock Purchase Agreement • May 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages

THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made May 11, 2007, by and between Nascent Wine Company, Inc., a Nevada corporation (“Nascent”) and Shareholders of Pasani S.A. de C.V., with the appearance of Pasani S.A. de C.V., a Mexican corporation (“Pasani”) as set forth on the signature page of this Agreement (collectively, “Shareholders”).

Subscription Agreement
Nascent Wine Company, Inc. • January 14th, 2005 • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
TRADEMARK RIGHTS TRANSMISSION CONTRACT *
Nascent Wine Company, Inc. • November 2nd, 2007 • Wholesale-beer, wine & distilled alcoholic beverages

TRADEMARK RIGHTS TRANSMISSION CONTRACT, THAT IS CELEBRATED BY ONE PARTY, THE LADY JULIA OLAVARRI VIUDA DE ARANA, TO WHOM FROM THIS POINT ON SHALL BE NAMED “THE ASSIGNOR,” AND BY ANOTHER PARTY, THE FOREIGN MERCHANT CORPORATION NAMED “NASCENT WINE COMPANY, INC.”, ANONYMOUS CORPORATION, CONSTITUTED IN AGREEMENT WITH THE LAWS OF NEVADA, HERE AND AFTER CALLED THE “TRANSFEREE” REPRESENTED IN THIS ACT BY ITS ATTORNEY IN FACT, THE PUBLIC ACCOUNTANT RAFAEL MORALES CUEVAS, TO THE TENOR OF THE FOLLOWING DECLARATIONS AND CLAUSES:

AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BETWEEN NASCENT WINE COMPANY, INC. AND PALERMO ITALIAN FOODS, LLC AND THE MEMBERS OF PALERMO ITALIAN FOODS, LLC
Agreement • November 21st, 2006 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Florida

THIS AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES (the “Agreement”) is made effective the 15th day of November, 2006, by and between NASCENT WINE COMPANY, INC., a Nevada corporation (“Nascent”), PALERMO ITALIAN FOODS, LLC, a Florida limited liability company (“Palermo”), ROBERT D. MCDOUGAL IV, individually and as Trustee of the Robert D. McDougal IV Trust dated March 6, 2000 and as a member of Palermo (“McDougal”), and THAD WINIECKIE (“Winieckie”), individually and as a member of Palermo.

ESCROW AGREEMENT
Escrow Agreement • November 2nd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Colorado

THIS ESCROW AGREEMENT (this “Agreement”) is dated as of October 29, 2007 (the “Effective Date”), by and among NASCENT WINE COMPANY, INC., a Nevada corporation (“Buyer”), each of the Persons set forth on Schedule A hereto (“Sellers”), and CORPORATE STOCK TRANSFER, INC. (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meaning set forth in the Stock Purchase Agreement (As defined below).

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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 A
Convertible Preferred Stock and Warrant • 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”).

Contract
Nascent Wine Company, Inc. • July 12th, 2007 • Wholesale-beer, wine & distilled alcoholic beverages • New York

THIS WARRANT AND THE SHARES OF SERIES B 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.

STOCKHOLDERS AGREEMENT
Stockholders 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”).

ESCROW AGREEMENT
Escrow Agreement • January 14th, 2005 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages

This escrow agreement is executed on the 16th day of November 2004 and is between Nascent Wine Company, Inc., (the “Issuer”) and Wendy E. Miller, Esq. (the “Escrow Agent”).

NASCENT WINE COMPANY, INC. dba NASCENT FOODSERVlCE CORPORATE LOAN AGREEMENT
Nascent Wine Company, Inc. • October 20th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition And • 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”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • May 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada

This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of May 11, 2007, among Eco Pak Distributing LLC, a Texas limited liability company (the “Company”), Alejandro Gutiérrez Pederzini (“Seller”) and Nascent Wine Company, Inc., a Nevada corporation (“Purchaser”). The Company and Seller are sometimes hereinafter referred to, individually, as a “Selling Party” and, collectively, as the “Selling Parties”. All of the foregoing parties are sometimes hereinafter referred to, individually, as a “Party” and, collectively, as the “Parties”.

FIRST AMENDMENT TO SERIES B WARRANT TO PURCHASE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK OF NASCENT WINE COMPANY, INC.
Nascent Wine Company, Inc. • October 26th, 2007 • Wholesale-beer, wine & distilled alcoholic beverages

FIRST AMENDMENT TO SERIES B WARRANT TO PURCHASE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK OF NASCENT WINE COMPANY, INC. dated as of October 22, 2007 (this “Amendment”), by and among Nascent Wine Company, a Nevada corporation (the “Issuer”), and the holders of the Original Warrants (as defined below) identified on the signature page hereto (each, a “Holder” and collectively, the “Holders”).

TRADEMARK LICENSE AND PURCHASE AGREEMENT
Trademark License and Purchase Agreement • May 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Texas

This Trademark License and Purchase Agreement (the “License Agreement”) is made effective on the 11th day of May, 2007 (the “Effective Date”), by and between One Seven Props, Inc., a Texas Corporation with its principal place of business located at 102 Swede Creek, Boerne, TX 78006 facsimile no. (“Licensor”) and Nascent Wine Company, Inc., a Nevada Corporation with its principal place of business located at 2355-A Paseo de las Americas, San Diego, California 92154, facsimile no. (619) 661-9735 (“Licensee”) (collectively referred to as the “Parties”).

ASSET PURCHASE AGREEMENT between PIANCONE GROUP INTERNATIONAL, INC. as Piancone and NASCENT WINE COMPANY, INC. as Purchaser Dated: May 25, 2006
Asset Purchase Agreement • June 8th, 2006 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into and effective as of May 25, 2006, by and among Piancone Group International, Inc., a Nevada corporation (“Piancone”), and Nascent Wine Company, Inc., a Nevada corporation (“Purchaser”).

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