FIRST AMENDMENT AND JOINDER
TO
PLEDGE AGREEMENT
This First
Amendment and Joinder (this “ Amendment ”) to
that certain Pledge Agreement dated June 18, 2009 entered into by
and among St. George Investments, LLC, an Illinois limited
liability company (the “ Investor ”), Drinks
Americas Holdings LTD., a Delaware corporation (the “
Company ”), J. Patrick Kenny, an individual and
affiliate of the Company, and certain other affiliate signatories
(the “Affiliates”), and Fredrick Schulman, an
individual and affiliate of the Company (the “ Additional
Pledgor ”), is made and entered into by and among the
parties this 28th day of August, 2009.
WHEREAS , the Additional Pledgor is an affiliate of the
Company and would personally benefit from a prepayment by the
Investor (the “Prepayment”) of a portion of that
certain St. George 7 Month Secured Purchase Note dated June 18,
2009 (the “ Purchase Note ”); and
WHEREAS , in consideration of such benefit to the
Additional Pledgor, and in order to induce the Investor to make the
Prepayment, the Additional Pledgor desires to become a party to the
Pledge Agreement and pledge, according to the terms hereof and of
the Pledge Agreement, one million two hundred sixty three thousand
two hundred thirty five (1,263,235) shares (the “
Additional Collateral Shares ”) of the Common Stock of
the Company; and
WHEREAS , the Affiliates likewise desire and believe it
is in their best interests that the Investor to make the Prepayment
and that the Additional Pledgor pledge the shares.
NOW THEREFORE , in consideration of the Prepayment, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Additional Pledgor hereby agrees
as follows:
Definitions and Recitals . Capitalized terms used in this
Amendment but not otherwise defined have the respective meanings
set forth in the Pledge Agreement. The recitals set
forth above are incorporated in this Amendment by reference and
made contractual in nature.
Joinder . The Additional Pledgor hereby joins
in and agrees to be bound by each and all of the provisions of the
Pledge Agreement as an “Affiliate”
thereunder. The Additional Pledgor further agrees to
execute and deliver all other documents and instruments and take
all other actions required under or pursuant to the Pledge
Agreement or as may be reasonably required by the Company or the
Investor in connection herewith.
Delivery of Collateral Shares
. The Additional Pledgor
shall, contemporaneous with the delivery of this Amendment, deliver
the Additional Collateral Shares in accordance with the terms of
the Section 1 of the Pledge Agreement and agr
