AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
EXHIBIT
10
AMENDMENT
NO. 1 TO
This
Amendment No. 1 (this “Amendment”)
is
made and entered into as of the 26th day of July, 2007 by and between Nascent
Wine Company, Inc., a Nevada corporation (the “Company”),
and
the undersigned purchasers (the “Purchasers”)
of
Series A Convertible Preferred Stock and Warrants of the Company. Capitalized
terms used but not defined herein have the meanings assigned to them in the
Registration Rights Agreement (as defined below).
WHEREAS,
the Company and the Purchasers entered into a Registration Rights Agreement
(the
“Registration
Rights Agreement”)
dated
as of July 3, 2007.
WHEREAS,
the Company and the Purchaser desire to amend the Registration Rights
Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties agree as follows:
1. The
definition of “Filing Date” contained in Section 1 of the Registration Rights
Agreement is hereby amended by deleting “thirtieth (30th)
day”
and inserting in lieu thereof “sixtieth (60th)
day”.
2. Except
as
expressly amended by this Amendment, the parties agree that all
other
provisions of the Registration Rights Agreement remain unchanged and that the
Registration Rights Agreement remains in full force and effect.
3. This
Amendment may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Registration
Rights Agreement to be duly executed as of the date first written
above.
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NASCENT
WINE COMPANY, INC.
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| By: | /s/ Xxxxxx Xxxxxxxx | |
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Name: Xxxxxx Xxxxxxxx Title:
CEO
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YORK
SELECT, L.P.
By:
York Select Domestic Holdings, LLC, its general
partner
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| By: | /s/ Xxxx X. Xxxxxx | |
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Name:
Xxxx X. Xxxxxx
Title:
Chief Financial
Officer
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YORK
SELECT UNIT TRUST
By:
York Select Offshore Holdings, LLC,
its
investment manager
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| By: | /s/ Xxxx X. Xxxxxx | |
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Name:
Xxxx X. Xxxxxx
Title:
Chief Financial
Officer
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YORK
CREDIT OPPORTUNITIES FUND, L.P.
By:
York Credit Opportunities Domestic Holdings,
LLC,
its general
partner
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| By: | /s/ Xxxx X. Xxxxxx | |
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Name:
Xxxx X. Xxxxxx
Title:
Chief Financial
Officer
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