AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Exhibit
10.7
AMENDMENT
NO. 1 TO
THIS AMENDMENT, dated as of
September 22, 2008 (this “Amendment”), is between XXXX WIND, INC., a Delaware
corporation (the “Company”), and each of the several purchasers signatory hereto
(each such purchaser, a “Purchaser” and collectively, the
“Purchasers”).
WITNESSETH
WHEREAS,
the parties hereto have heretofore entered into a Registration Rights Agreement,
dated as of June 24, 2008 (the “Registration Agreement”); and
WHEREAS,
the Company and the Purchasers wish to amend the Registration Agreement to
extend by 30 days the timeframes by which the Company shall be required to file
a Registration Statement and obtain its effectiveness.
NOW,
THEREFORE, the parties hereto, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby agree to amend the
Registration Agreement as follows:
1. Definitions;
References. Unless otherwise specified herein, each term used
herein that is defined in the Registration Agreement shall have the meaning
assigned to such term in the Registration Agreement. Each reference
to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each other similar
reference, and each reference to “this Agreement” and each other similar
reference, contained in the Registration Agreement shall from and after the date
hereof refer to the Registration Agreement as amended hereby. Except
as amended hereby, all terms and provisions of the Registration Agreement shall
continue unmodified and remain in full force and effect.
2. Extension of
Timeframes. The Purchasers hereby grant a 30-day extension
(i.e., for filing, to October 22, 2008, and for effectiveness, to January 20,
2009 or February 19, 2009, as applicable) of the timeframes set forth in Section
2 of the Registration Agreement (including the definitional terms therein), and
no liquidated damages shall accrue during such 30-day period.
3. Counterparts. This
Amendment may be executed in counterparts, all of which shall be one, and the
same, agreement.
4. Governing
Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on the date first above written.
XXXX
WIND, INC.
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By:
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/s/
Xxxx Xxxxxx
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Xxxx
Xxxxxx
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President
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VISION
OPPORTUNITY MASTER FUND, LTD.
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Title:
Portfolio Manager
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DAYBREAK
SPECIAL SITUATIONS MASTER FUND, LTD.
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By:
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/s/
Xxxxx Xxxx
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Name:
Xxxxx Xxxx
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Title:
Managing Member
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/s/
Xxxxx Xxxxxx
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Xxxxx
Xxxxxx
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/s/
Xxxxxx Xxxx
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Xxxxxx
Xxxx
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GREENVIEW
CAPITAL, LLC
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By:
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/s/
Xxxx Xxxxx
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Name:
Xxxx Xxxxx
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Title:
Managing Member
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/s/
Xxxx Xxxxx
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Xxxx
Xxxxx
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/s/
Xxxx Xxxxx
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Xxxx
Xxxxx
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/s/
Xxxx Xxxxxx
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Xxxx
Xxxxxx
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Xxxxxxx
Xxxxxx
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