Exhibit B-1 to Exchange Agreement NEITHER THIS WARRANT NOR ISSUANCE OF THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF TO THE HOLDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY...Common Stock Purchase Warrant • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
EXHIBIT D TO EXCHANGE AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of April 21, 2004 (this "Agreement"), by and between KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation (the "Company"),...Security Agreement • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
EXHIBIT A TO EXCHANGE AGREEMENT NEITHER THIS SECURITY NOR THE ISSUANCE TO THE HOLDER OF THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM...Exchange Agreement • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
Exhibit C to Exchange Agreement REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of April 21, 2004 (this "Agreement"), by and between KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation (the "Company"), and GRYPHON MASTER...Registration Rights Agreement • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
GRYPHON MASTER FUND, L.P. 7.5% SENIOR SECURED CONVERTIBLE NOTE DUE 2006Securities Exchange Agreement • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • Nevada
i) calculating the sum of the present values of all unpaid principal and interest payments required under the Loan Documents through and including March 1, 2006, including the present value of the outstanding principal balance as of such date (prior...Promissory Note • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work
GUARANTYGuaranty • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • California
For Recorder's use only) RECORDING REQUESTED BY: Randy Rogers Winston & Strawn LLP 101 California Street, Suite 3900 San Francisco, CA 94111 AND WHEN RECORDED MAIL TO: Randy Rogers Winston & Strawn LLP 101 California Street, Suite 3900 San Francisco,...Trust Deed, Security Agreement, Assignment of Rents and Fixture Filing • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • California
Exhibit 10.1 CAPITAL STOCK CONTRIBUTION AGREEMENTCapital Stock Contribution Agreement • May 3rd, 2004 • Knightsbridge Fine Wines Inc • Electrical work • California
