Exhibit 10.3






 


Dated
11 March 2013


 


Deed
of Variation


 


BETWEEN:


 


		1.	KINGFISHER
                                                                                                                                                                                                                                                                          BEER EUROPE LIMITED, a Company registered in England with number 02367133
                                                                                                                                                                                                                                                                          whose Registered Office is at Springfield House, Sandling Road, Maidstone, Kent ME14 2LP (formerly UBSN Limited) (“KBE”)of
                                                                                                                                                                                                                                                                          the first part, and



 


		2.	MENDOCINO
                                                                                                                                                                                                                                                                                                                 BREWING
                                                                                                                                                                                                                                                                                                                 COMPANY
                                                                                                                                                                                                                                                                                                                 INC,
                                                                                                                                                                                                                                                                                                                 a
                                                                                                                                                                                                                                                                                                                 California
                                                                                                                                                                                                                                                                                                                 corporation
                                                                                                                                                                                                                                                                                                                 with
                                                                                                                                                                                                                                                                                                                 its
                                                                                                                                                                                                                                                                                                                 principal
                                                                                                                                                                                                                                                                                                                 place
                                                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                                                 business
                                                                                                                                                                                                                                                                                                                 located
                                                                                                                                                                                                                                                                                                                 at
                                                                                                                                                                                                                                                                                                                 13351
                                                                                                                                                                                                                                                                                                                 Highway
                                                                                                                                                                                                                                                                                                                 101
                                                                                                                                                                                                                                                                                                                 South,
                                                                                                                                                                                                                                                                                                                 Hopland,
                                                                                                                                                                                                                                                                                                                 California
                                                                                                                                                                                                                                                                                                                 95499
                                                                                                                                                                                                                                                                                                                 USA
                                                                                                                                                                                                                                                                                                                 (“MBC”)
                                                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                                                 other
                                                                                                                                                                                                                                                                                                                 part



 


We
refer to the Brewing License Agreement dated 26th October 2001 and Supplemental Agreement dated 29th June
2010 entered into between KBE and MBC (together the “Brewing License Agreement”) whereby KBE has granted an
exclusive sub-license to MBC of the Trade Marks in the Territory as defined in the Brewing License Agreement.


 


This
Deed of Variation sets out the terms on which KBE and MBC have agreed to amend the Brewing License Agreement. The parties hereby
agree that the amendments set out in this Deed of Variation shall take effect from 9 October 2013.


 


Unless
otherwise expressly stated to the contrary, defined terms used in this Deed of Variation shall have the same meanings as defined
in the Brewing License Agreement. The amendments will be incorporated into and form part of the Brewing License Agreement between
KBE and MBC. For the avoidance of doubt, all other terms relating to the Brewing License Agreement remain unaffected by the terms
of this Deed of Variation and shall continue in full force and effect.


 


Amendments


  


		1.	Clause 1.7 of
                                                                                                                              the
                                                                                                                              Brewing
                                                                                                                              License
                                                                                                                              Agreement
                                                                                                                              shall
                                                                                                                              be
                                                                                                                              deleted
                                                                                                                              and
                                                                                                                              replaced
                                                                                                                              with
                                                                                                                              the
                                                                                                                              following-



 


		1.7	“Territory”
                                                                                                                                                                 shall
                                                                                                                                                                 mean
                                                                                                                                                                 Canada
                                                                                                                                                                 and
                                                                                                                                                                 the
                                                                                                                                                                 Caribbean
                                                                                                                                                                 Islands



 


 


This
agreement shall be governed by and construed in accordance with the laws of England. The parties irrevocably submit to the exclusive
jurisdiction of the Courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection
with this agreement.


 



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This document
is executed as a deed and is delivered and takes effect at the date written at the beginning of it.


 


	Executed by Kingfisher Beer
    Europe Limited acting by Damon Swarbrick, a director.	 	

        

        

        /s/
        Damon Swarbrick

	 	 	Signature
    of director


 


	

        
	 	 /s/
Mark Davis

        

        

	In
the presence of:	 	Signature
        of Witness
	 	 	 
	Mark
    Davis	 	 
	Name
        of Witness	 	
	 	 	 
	Springfield
        House	 	 
	Sandling
Road, Maidstone, Kent	 	 
	Address
        of Witness	 	 
	 	 	 
	Company
Secretary	 	 
	Witness’s occupation/status	 	 


 


	

        Executed
        by Mendocino Brewing Company Inc acting by Yashpal Singh, a director.
	 	 

        /s/
        Yashpal Singh

        

	 	 	Signature
    of director


  


	

         
	 	 /s/
                                                                                                                                   Mahadevan
                                                                                                                                   Narayanan

        

        

	 In
        the presence of:	 	Signature
    of Witness
	 	 	 
	Mahadevan
    Narayanan	 	 
	Name of Witness	 	
	 	 	 
	1601, Airport Road, Ukiah, CA
    95482	 	 
	Address of Witness	 	 
	 	 	 
	Chief
    Financial Officer	 	 
	Witness’s occupation/status	 	 





 








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