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Exhibit 10.1
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND
JOINDER
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND JOINDER
(this " Amendment ") is made and entered into as of May 23,
2007, by and among Venoco, Inc., a Delaware corporation (the "
Company "), the Marquez Trust, a trust established under the
laws of the State of Colorado (the " Trust "), and the
Marquez Foundation, a Colorado non-profit corporation (the "
Foundation ").
RECITALS
A.
The Company and the Trust are parties to that certain Registration
Rights Agreement, dated August 25, 2006 (the " Agreement "),
pursuant to which the Trust has the right to cause the Company to
register certain shares of common stock of the Company, par value
$.01 per share (" Common Stock ") under the Securities Act
of 1933, as amended (the " Securities Act "), in certain
circumstances;
B.
Under the Agreement, the Trust has the right to require the Company
to effect up to three "Demand Registrations" (as that term is
defined in the Agreement) on Form S-1, an unlimited number of
Demand Registrations on Form S-3 and an unlimited number of
"Piggyback Registrations" (as that term is defined in the
Agreement), in each case subject to the limitations set forth
therein;
C.
The Company is considering filing a registration statement pursuant
to which it would register Common Stock, debt securities, warrants
and/or other securities under the Securities Act (the "
Registration Statement ") and the Trust has exercised its
right to include shares of Common Stock it holds in the
Registration Statement on a "piggyback" basis;
D.
The Trust desires to allow the Foundation, which is an affiliate of
the Trust, to include certain shares of Common Stock it holds in
the Registration Statement on a piggyback basis on the same terms
as are applicable to the Trust, and the Company desires to allow
such registration subject to the conditions set forth herein,
including (i) the Foundation’s agreement not to sell or
otherwise dispose of shares of Common Stock during the period
specified in Section 3 hereof and (ii) the Trust’s agreement
to reduce its number of permitted Demand Registrations on Form S-1
from three to two.
AGREEMENT
In consideration of the terms and
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