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EXHIBIT 10.12
FORM OF LOCK-UP AGREEMENT
March __, 2005
Friedman, Billings, Ramsey & Co.,
Inc.
1001 Nineteenth Street North, 18th
Floor
Arlington, Virginia 22209
Ladies and Gentlemen:
The undersigned understands and agrees as follows:
1. Friedman,
Billings, Ramsey & Co., Inc. ("FBR") proposes to
enter into a Purchase/Placement Agreement
(the "Purchase Agreement") with
Vintage Wine Trust Inc., a Maryland
corporation (the "Company"), Vintage Wine
Trust LP, a Delaware limited partnership
and VWP, LLC, a Delaware limited
liability company, dated in March, 2005,
providing for (a) the initial purchase
by FBR of shares of the Company's common
stock, $0.01 par value per share, and
the resale of such shares by FBR to certain
eligible purchasers, (b) the direct
sale by the Company of shares of its common
stock to certain accredited
investors, and (c) an option for FBR to
purchase or place additional shares of
the Company's common stock either for
resale by FBR to certain eligible
purchasers or for direct sale by the
Company to certain accredited investors
(all of such shares of the Company's common
stock are collectively referred to
as the "Shares" and the transactions
referred to in (a), (b) and (c) above are
collectively referred to as the
"Offering"), in each case, in transactions
exempt from the registration requirements
of the Securities Act of 1933, as
amended (the "Securities Act").
2. In
connection with the Offering and pursuant to the terms of a
Registration Rights Agreement to be entered
into in connection with the closing
of the Offering, the Company has agreed to
file with the Securities and
Exchange Commission one or more
registration statements under the Securities
Act providing for the resale of the
Shares.
3. In
recognition of the benefit that the Offering will confer
upon the undersigned, the ability to
participate in a directed share program,
as applicable, and for other good and
valuable consideration, the receipt and
sufficiency of which is hereby acknowledged
by the undersigned, the undersigned
hereby agrees that, without the prior
written consent of FBR (which consent may
be withheld or delayed in FBR's sole
discretion), he, she or it will, subject
to certain rights described below, refrain
during the period commencing on the
date of the Purchase Agreement and
continuing until the date that is the later
of: (x) 240 days after the Closing Time (as
defined in the Purchase Agreement);
and (y) 90 days after the effective date of
the Company's shelf registration
statement that provides for the resale of
the Shares, from (i) offering,
pledging, selling, contracting to sell,
selling any option or contract to
purchase, purchasing any option or c
