AMENDMENTNO. 1 TO REGISTRATION RIGHTSAGREEMENT

 

 

 

THIS AMENDMENT, dated as of September 22, 2008 (this “Amendment”), is between JUHL WIND, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

 

 

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.

 

JUHL WIND, INC.

 

VISION OPPORTUNITY MASTER FUND, LTD.

DAYBREAK SPECIAL SITUATIONS MASTER FUND, LTD.

GREENVIEW CAPITAL, LLC