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Membership Interest Purchase Agreement

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Title:

Membership Interest Purchase Agreement

Entities:

Nascent Wine Company, Inc.

Date:

2007

Size:

19KB total

Price:

$32

ID:

#2874875

► Purchase & Sale ► Purchase ► Interest ► Membership Interest Purchase Agreements

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

among

ECO PAK DISTRIBUTING LLC,

ALEJANDRO GUTIRREZ PEDERZINI

and

NASCENT WINE COMPANY, INC.

Dated: May 11, 2007

MEMBERSHIP INTEREST PURCHASE AGREEMENT

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 Gutirrez 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.

BACKGROUND INFORMATION

Seller owns 100% of the outstanding membership interests of the Company (the Interests). Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Interests upon the terms and subject to the conditions set forth in this Agreement.

STATEMENT OF AGREEMENT

The Parties acknowledge the accuracy of the foregoing Background Information, and, in consideration of the mutual covenants of the Parties set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

Purchase of Interests

Section 1.1. Sale and Purchase of Shares. Upon the execution of this Agreement, Seller agrees to sell and Purchaser agrees to purchase the Interests, free and clear of any and all liens, claims, charges, mortgages, restrictions, pledges, security interests, options, rights of first refusal, preemptive rights, claims, rights of any third party and encumbrances whatsoever (collectively, Liens). Upon the transfer of the Interests hereunder, Purchaser will own 100% of the issued and outstanding equity of the Company on a fully-diluted basis and the Interests will be fully paid, non-assessable and free of any and all Liens.

Section 1.2. Purchase Price. The purchase price for the Interests is $100,000 in cash.

Section 1.3. Closing. The closing of the sale and purchase of the Interests (the Closing) shall occur simultaneously with the execution of this Agreement at a location to be agreed upon by the Parties. If the Interests are certificated, at the Closing, Seller will deliver to Purchaser a certificate evidencing the Interests along with a membership interest power assigning and transferring the Interests to Purchaser and the purchase price shall be paid by wire transfer of funds as follows:

ARTICLE II

Representations and Warranties of the Selling Parties

The Selling Parties hereby, jointly and severally, represent and warrant to Purchaser as follows:

Section 2.1. Organization, Power and Authority. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas. The Company has the power and authority to execute, deliver and perform this Agreement. Seller has the power and authority to execute, deliver and perform this Agreement.

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