Exhibit 4.1


 


FIRST AMENDMENT TO SERIES B WARRANT TO
PURCHASE


SHARES OF SERIES B CONVERTIBLE PREFERRED
STOCK OF


NASCENT WINE COMPANY, INC.


 


FIRST AMENDMENT TO SERIES B
WARRANT TO PURCHASE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK OF NASCENT
WINE COMPANY, INC. dated as of October 22, 2007 (this “Amendment”),
by and among Nascent Wine Company, a Nevada corporation (the “Issuer”),
and the holders of the Original Warrants (as defined below) identified on the
signature page hereto (each, a “Holder” and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, on July 3, 2007, the Issuer issued to the Holders warrants to
purchase an aggregate of 375,000 shares of the Issuer’s Series B Convertible
Preferred Stock (the “Original Series B Warrants”);


 


WHEREAS, the Original Warrants contained a scrivener’s error in the
definition of “Warrant Price”;


 


WHEREAS, the Issuer and the Holders wish to amend the Original Warrants
to correct the scrivener’s error by replacing the definition of “Warrant Price”
with the correct and originally intended definition of “Warrant Price”; and


 


WHEREAS, all capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Original Warrants.


 


NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, for themselves, their successors and
permitted assigns, agree as follows:


 


AGREEMENT


 


1.             Incorporation of Recitals. The Recitals
set forth above are incorporated herein by this reference and shall constitute
a part of this Amendment.


 


2.             Amendment to Original Warrants. The
definition of “Warrant Price” in Section 5 of the Original Warrants is hereby
deleted in its entirety and replaced with the following:


 


“‘Warrant Price’ means the product of (i) thirty-three percent
(33%) of the average Per Share Market Price for thirty (30) days immediately
preceding the date of the initial exercise of this Warrant multiplied by (ii)
twenty (20).”


 


3.             Effect of Amendment. Except as
expressly amended hereby, the Original Warrants shall continue in full force
and effect. Any references to the “Warrant” hereunder or words of similar
effect in the Original Warrants shall mean the Original 


 

















 


Warrants as amended hereby. In the event of any conflict between the Original
Warrants and this Amendment, the terms and conditions of this Amendment shall
control.


 


4.             Execution. This Amendment may be
executed in two or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party,
it being understood that all parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect as
if such facsimile signature page were an original thereof.


 


5.             Severability. If any provision of
this Amendment is held to be invalid or unenforceable in any respect, the
validity and enforceability of the remaining terms and provisions of this
Amendment shall not in any way be affected or impaired thereby and the parties
will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Amendment.


 


6.             Construction. The headings herein
are for convenience only, do not constitute a part of this Amendment and shall
not be deemed to limit or affect any of the provisions hereof. The language
used in this Amendment will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be
applied against any party.


 


* * *


 

















 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.


 


 


	
  NASCENT WINE COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Sandro Piancone

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  YORK SELECT UNIT TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Adam J. Semler

  	
   

  
	
   

  	
  Title: Chief Financial Officer of its Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  YORK CREDIT OPPORTUNITIES  FUND, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Adam J. Semler

  	
   

  
	
   

  	
  Title: Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  YORK SELECT, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Adam J. Semler

  	
   

  
	
   

  	
  Title: Chief Financial Officer