Flow Beverage Corp. Completes Private Placement - Seite 2

After giving effect to the Offering, the Investor owns, and Clifford L. Rucker beneficially owns, or has control or direction over, 6,473,000 SV Shares and Warrants convertible into 6,126,880 SV Shares, representing, on an undiluted basis, 11.17% of the issued and outstanding SV Shares and 5.39% of the voting rights attached to all of the Company’s outstanding voting securities, and representing, on a partially diluted basis (assuming exercise of the Warrants), 19.67% of the issued and outstanding SV Shares and 9.98% of the voting rights attached to all of the Company’s outstanding voting securities (all based upon 57,927,684 SV Shares and 6,214,566 MVS outstanding after giving effect to the Offering). Assuming the completion of the Second Offering, the Investor will own, and Clifford L. Rucker will beneficially own, or have control or direction over, 12,050,000 SV Shares and Warrants convertible into 6,126,880 SV Shares, representing, on an undiluted basis, 18.97% of the issued and outstanding SV Shares and 9.59% of the voting rights attached to all of the Company’s outstanding voting securities, and representing, on a partially diluted basis (assuming exercise of the Warrants), 26.10% of the issued and outstanding SV Shares and 13.79% of the voting rights attached to all of the Company’s outstanding voting securities (all based upon 63,504,684 SV Shares and 6,214,566 MVS outstanding after giving effect to the Offering and the Second Offering).

Other Information

The SV Shares were acquired for investment purposes. Subject to various factors including, without limitation, Flow’s financial position, the price of SV Shares, market conditions, Clifford L. Rucker’s determinations from time to time as to whether the trading price of the SV Shares adequately reflects the value of the SV Shares in relation to the Company’s activities and future prospects, and other factors and conditions Clifford L. Rucker deems appropriate, the Investor (or an affiliate or associate thereof) may acquire additional SV Shares, including pursuant to the Second Offering, or may dispose of any or all of its SV Shares or Warrants, from time to time through, among other things, the exercise of the Warrants and the purchase or sale of SV Shares on the open market or in private transactions or otherwise, on such terms and at such times as Clifford L. Rucker may deem advisable.