EXHIBIT 10.2
SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is made as of June 30, 2008 ("Settlement
Date") by and between NASCENT WINE COMPANY, INC. ("Nascent"), represented by
Sandro Piancone, and RAFAEL MORALES CUEVAS (collectively the "Buyers"),
ALEJANDRO GUTIERREZ PEDERZINI and LETICIA GUTIERREZ PEDERZINI (collectively the
"Sellers"), PASANI, S.A. DE C.V. ("Pasani"), represented by Alejandro Gutierrez
Pederzini and ECO PAK DISTRIBUTING, LLC. ("Eco Pak"), represented by Sandro
Piancone and Alejandro Gutierrez Pederzini, with the appearance of INTERNATIONAL
FOOD SERVICE SPECIALISTS, ("IFS"), represented by Sandro Piancone.
EXPLANATORY STATEMENTS
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A. On May 10, 2007, the Buyers executed a Stock Purchase Agreement ("STOCK
PURCHASE AGREEMENT"), with the Sellers for one hundred percent of the
issued and outstanding shares of Pasani common stock, defaulting the
Buyers with their payment obligation under the STOCK PURCHASE AGREEMENT
and the Promissory Note 1/1, referred under 1.2 of the STOCK PURCHASE
AGREEMENT ("NOTE");
B. The parties desire to enter into this Agreement in order to provide for
full settlement and discharge of all claims.
REPRESENTATIONS
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I. NASCENT:
a) That is a corporation validly incorporated and existing under the laws
of the State of Nevada in the United States of America.
b) That Mr. Sandro Piancone has the power and authority to enter into the
present agreement in representation of Nascent and that such have not
been modified or revoked totally or partially.
c) That the execution, delivery and performance of this Agreement have
been duly authorized by all requisite action, and: (i) will not violate
any provision of applicable law, the company's organizational
documents, any provision of any obligation to which the company is
bound and (ii) will not conflict with, result in a breach of, or
constitute a default under, any such order, indenture, judgment,
decree, agreement, obligation, commitment or other instrument.
d) That no consent, authorization, approval or waiver from, or
registration, declaration or filing with, any agency, entity, authority
or person is required to be obtained or made by or with respect to the
company in connection with the execution, delivery and performance of
this Agreement.
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II. RAFAEL MORALES CUEVAS:
a) That is an individual of legal age, of Mexican nationality, married
under the separation of property marital system and with legal capacity
to enter into the present agreement.
III. ALEJANDRO GUTIERREZ PEDERZINI:
a) That is an individual of legal age, of Mexican nationality, married
under the separation of property marital system and with legal capacity
to enter into the present agreement.
IV. LETICIA GUTIERREZ PEDERZINI:
a) That is an individual of legal age, of Mexican nationality, single and
with legal capacity to enter into the present agreement.
V. PASANI:
a) That is a corporation validly incorporated and existing under the laws
of Mexico.
b) That Mr. Alejandro Gutierrez Pederzni has the power and authority to
enter into the present agreement in representation of Pasani and that
such have not been modified or revoked totally or partially.
c) That the execution, delivery and performance of this Agreement have
been duly authorized by all requisite action, and: (i) will not violate
any provision of applicable law, the company's organizational
documents, any provision of any obligation to which the company is
bound and (ii) will not conflict with, result in a breach of, or
constitute a default under, any such order, indenture, judgment,
decree, agreement, obligation, commitment or other instrument.
d) That no consent, authorization, approval or waiver from, or
registration, declaration or filing with, any agency, entity, authority
or person is required to be obtained or made by or with respect to the
company in connection with the execution, delivery and performance of
this Agreement.
VI. ECO PAK:
a) That is a company validly incorporated and existing under the laws of
the State of Texas in the United States of America.
b) That Mr. Sandro Piancone and Mr. Alejandro Gutierrez Pederzini have the
power and authority to enter into the present agreement in
representation of Eco Pak and that such have not been modified or
revoked totally or partially.
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c) That the execution, delivery and performance of this Agreement have
been duly authorized by all requisite action, and: (i) will not violate
any provision of applicable law, the company's organizational
documents, any provision of any obligation to which the company is
bound and (ii) will not conflict with, result in a breach of, or
constitute a default under, any such order, indenture, judgment,
decree, agreement, obligation, commitment or other instrument.
d) That no consent, authorization, approval or waiver from, or
registration, declaration or filing with, any agency, entity, authority
or person is required to be obtained or made by or with respect to the
company in connection with the execution, delivery and performance of
this Agreement and the sale of the Interests in Eco Pak as defined
below.
VII. IFS:
a) That is a company validly incorporated and existing under the laws of
the state of Nevada in the United States of America.
b) That its legal representative is Mr. Sandro Piancone.
VIII. THE PARTIES IN THIS AGREEMENT CONJUNCTLY REPRESENT:
a) That they mutually recognize the legal capacity and authority with
which they conduct in this agreement.
Being in agreement with the foregoing, the parties mutually agree to abide by
what they have agreed in the following:
CLAUSES
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PASANI
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1.1 ENDORSEMENT OF PASANI SHARES. The Sellers and the Buyers in this act rescind
by mutual agreement and convenience, the STOCK PURCHASE AGREEMENT and Nascent,
represented by Sandro Piancone, and Rafael Morales Cuevas in this act endorse in
property and deliver one hundred percent of the shares that were object of the
STOCK PURCHASE AGREEMENT to Alejandro Gutierrez Pederzini and Leticia Gutierrez
Pederzini in the percentages that both had before the sale, in exchange the
Sellers will return the NOTE but will not have to pay back the $500,000.00 (Five
hundred thousand dollars & 00/100) received from the Buyers as amortization of
the total payment due in November 2007.
1.2 WORKING CAPITAL. With respect to the working capital as defined under the
STOCK PURCHASE AGREEMENT, funded by Nascent to Pasani, Pasani will obligate to
repay Nascent:
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(i) $500,000.00 (Five hundred thousand Dollars of the United States of
America & 00/100) provided in cash, within 180 (one hundred
eighty) days from the Settlement Date;
(ii) $185,000.00 (One hundred eighty five thousand Dollars of the
United States of America & 00/100) provided as additional funds,
within 180 (One hundred eighty) days from Settlement Date;
(iii) $312,451.87 (Three hundred twelve thousand four hundred fifty one
Dollars of the United States of America & 87/100) provided in
inventory, within 180 (one hundred eighty) days from the
Settlement Date.
1.3 JULY PRODUCTS. Pasani obligates to pay Nascent within 60 (sixty) days from
July 31, 2008 the amount of $92,259.13 (Ninety two thousand two hundred fifty
nine Dollars of the United States of America & 13/100) for product delivered
from Nascent to Pasani during the month of July 2008.
1.4 PAYMENTS. All payments that would have to be made by Pasani to Nascent will
be made on the established date by cashier's check in the domicile of Nascent.
ECO PAK
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2.1 TRANSFER OF OWNERSHIP. On Settlement Date, Nascent transfers to Alejandro
Gutierrez Pederzini 100% (one hundred percent) interest ("Interest") in Eco Pak
for $70,000.00 (seventy thousand Dollars of the United States of America &
00/100). For this purpose, Nascent authorizes Alejandro Gutierrez Pederzini by
this Settlement Agreement to proceed with the necessary process to accomplish
such ownership transfer assigning and transferring the Interests to him and he
in this act will give in exchange a cashier's check for the expressed above
amount to Nascent.
2.2 IFS. With respect to the inventory provided by IFS to Eco Pak, Eco Pak will
pay to IFS the amount of $110,000.00 (One hundred ten thousand Dollars of the
United States of America & 00/100) in two installments. The installments will be
paid as follows:
(i) $50,000.00 (Fifty thousand Dollars of the United States of America
& 00/100) at Settlement Date with a cashier's check;
(ii) $60,000.00 (Sixty thousand Dollars of the United States of America
& 00/100) by September 15, 2008, with a cashier's check to be
delivered at the domicile of Nascent.
MISELLAENOUS
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3.1 PRESS RELEASE. From the signing of this Agreement, Nascent Wine Company, Inc
obligates to make a press release to inform the termination of the relationship
between Nascent with Pasani, and Eco Pak, as well as to make all the updates and
applicable disclosures to the Securities and Exchange Commission, within the
time frame as required by law.
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3.2 BROADEST RELIEF. All parties to this agreement grant each other the broadest
relief allowed by law in connection to the obligations assumed under the
SHAREHOLDERS AGREEMENT, the NOTE, and all related transactions and thus not hold
any legal action or title to exercise further. Additionally, Alejandro Gutierrez
Pederzini shall not seek restitution for any and all expenditures made by Eco
Pak and Pasani during the period from May 11, 2007 (date of purchase) to July
31, 2008.
3.3 CHOICE OF LAW. For all related to the interpretation, fulfillment, validity,
controversy and/or execution of the present agreement, the parties submit to the
laws and jurisdiction of the courts of Mexico, Distrito Federal expressly
waiving any other jurisdiction which may now or in the future be entitled for
any reason.
3.4 DOMICILE. For the effects and notices of this agreement, the parties
establish the following domiciles:
BUYERS.
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2355-A Paseo de las Americas,
San Diego, California 92154
Attn. Sandro Piancone, CEO
With a copy to: __________________________
__________________________
SELLERS.
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20770 Highway 281 - Suite 108-494
San Antonio, Texas 78258
Attn. Alejandro Gutierrez Pederzini
With a copy to:
Larios y Rodriguez del Bosque
Insurgentes Sur 800, Piso 15, Despacho 1 y 2.
Col. Del Valle,
Mexico, 03100, Distrito Federal.
Attn. Carlos Perez del Toro
ECO PAK
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20770 Highway 281 - Suite 108-494
San Antonio, Texas 78258
Attn. Alejandro Gutierrez Pederzini
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PASANI
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Abel 69
Col. Guadalupe Tepeyac
Mexico 07840 Distrito Federal
In case of a change of domicile of any of the parties, the party that changes
its domicile will have to notify the other party with twenty days of
anticipation and in the case of defaulting on this provision all the practice
notices in the above mentioned domiciles would be considered valid.
Once read this agreement by the parties and being aware of its content and legal
consequences, having knowledge of the legal texts that are related it is signed
by three originals on the 8th day of the month of August of 2008.
BUYERS
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Name: Name:
Nascent Wine Company Inc. Rafael Morales Cuevas
Represented by Sandro Piancone
SELLERS
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Name: Name:
Alejandro Gutierrez Pederzini Leticia Gutierrez Pederzini
ECO PAK
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Name: Name:
Eco Pak Distributing, LLC. Eco Pak Distributing, LLC.
Represented by Sandro Piancone Represented by Alejandro Gutierrez
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PASANI
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Name:
Pasani, S.A. de C.V.
Represented by Alejandro Gutierrez Pederzini
IFC
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Name:
International Food Service Specialists
Represented by Sandro Piancone
WITNESS WITNESS
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Name: Name:
Peter V. White Carlos Perez del Toro Moreschi
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