Unassociated Document


     

    


    AMENDMENT
      NO. 1
      TO REGISTRATION RIGHTS AGREEMENT

    


     

    THIS
      AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
      (“Amendment”) dated as of July 10, 2008, is entered into among Allegro Biodiesel
      Corporation, a Delaware corporation (“Allegro”), Monarch Pointe Fund, Ltd.,
      Mercator Momentum Fund, L.P., Mercator Momentum Fund III, L.P., M.A.G. Capital,
      LLC, St. Cloud Partners, LP, Pentagon Dollar Satellite Fund, and each of the
      undersigned additional accredited investors signatories hereto (collectively,
      the “Holders”). 

     

    RECITALS

     

    WHEREAS,
      Allegro (formerly known as Diametrics Medical, Inc.) and the Holders previously
      entered into a registration rights agreement dated as of September 20, 2006
      (the
“Agreement”); and 

     

    WHEREAS,
      Allegro and the Holders desire to amend Section 2(a) of the Agreement as
      provided below, such amendment to be effective as of the date first set forth
      above.

     

    NOW,
      THEREFORE, in consideration of the mutual promises, covenants and agreements
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is acknowledged by each of the parties hereto, the parties
      agree as follows:

     

    1.  Section
      2(a) of the Agreement.
      The
      last sentence of Section 2(a) of the Agreement is hereby deleted in its entirety
      and the following sentence is substituted therefor:

     

    “Once
      effective, the Company shall use its commercially reasonable efforts to maintain
      the effectiveness of the Registration Statement until the earlier of the date
      that all of the Registrable Securities have been sold and the first anniversary
      of the effective date of the Registration Statement, June 12, 2008 (such date,
      the “Expiration Date”).”

     

    2.  Other
      Terms and Conditions of Agreement.
      All
      other terms and conditions of the Agreement, to the extent not contradictory
      to
      or inconsistent with the recitals, terms and conditions of this Amendment shall
      continue to be applicable. All capitalized terms defined in the Agreement and
      used herein shall have the same meaning as set forth in the Agreement unless
      otherwise defined in this Amendment.

     

    
      
        
        

      

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

    

      
        	
                ALLEGRO:

              	
                THE
                  HOLDERS:

              
	 	 
	 	
                MONARCH
                  POINTE FUND, LTD.

              
	 	
                By:
                  William Richard Tacon

              
	
                By:
                  /s/
                  W. Bruce Comer III              


              	
                Its:
                  Liquidator of Monarch Pointe Fund Limited 

              
	Name:
                W.
                Bruce Comer III               	 
	
                Title:
                  Chief
                  Executive Officer              

              	 
	 	
                By:
                  /s/
                  William Tacon                

              
	 	
                Name:
                  William Tacon

              
	 	
                Its:
                  Liquidator

              
	 	 
	 	
                MERCATOR
                  MOMENTUM FUND, L.P.

              
	 	
                By:
                  M.A.G. CAPITAL, LLC

              
	 	
                Its:
                  General Partner

              
	 	 
	 	 
	 	
                By:
                  /s/
                  David Firestone                

              
	 	
                Name:
                  David Firestone

              
	 	
                Its:
                  Managing Member

              
	 	 
	 	
                MERCATOR
                  MOMENTUM FUND III, L.P.

              
	 	
                By:
                  M.A.G. CAPITAL, LLC

              
	 	
                Its:
                  General Partner

              
	 	 
	 	 
	 	
                By:
                  /s/
                  David Firestone                

              
	 	
                Name:
                  David Firestone

              
	 	
                Its:
                  Managing Member

              


      

    

    


    (Signatures
      Continued on Next Page)

     

    
      
        
        

      

      
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              PENTAGON
                DOLLAR SATELLITE FUND

            
	 	 
	 	 
	 	
              By:
                /s/
                R. Arliss Francis               

            
	 	
              Name:
                R. Arliss Francis

            
	 	
              Its: 
                Authorized Signatory for Hamilton Fiduciary Services Limited,

                     
                Corporate Director

            
	 	 
	 	
              NAUTILUS
                TRUST dtd 9/10/99

            
	 	 
	 	 
	 	
              By:
                /s/
                Barry Porter                  

            
	 	
              Name:
                Barry Porter

            
	 	
              Its:
                Co. Trustee

            
	 	 
	 	
              By:
                /s/
                Lea Porter                  


            
	 	
              Name:
                Lea Porter

            
	 	
              Its:
                Co. Trustee

            


    

    


     

    
      
        
        

      

      
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