Exhibit 10.6
FIRST AMENDMENT TO SECURITIES
PURCHASE AGREEMENT
This Amendment dated August 5,
2009, amends the Securities Purchase Agreement (the “
Agreement ”) dated as of May 13, 2009 by and
between XShares Group, Inc., a Delaware corporation (the
“ Company ”), and MGT Capital
Investments, Inc., a Delaware corporation, (the “
Purchaser ”).
WHEREAS, the parties desire to amend
certain terms and conditions of the Agreement.
Purchaser and Company agree as
follows.
1.
Term . The term of this Amendment commences on
the date set forth above and continues in effect coterminous with
the term of the Agreement.
2.
Defined Terms
. Except as defined herein, all
defined terms used in this Amendment have the meaning set forth in
the Agreement.
3.
The Note. The Maturity Date set
forth in Subsection 1(a) of the Note, which Note is referred
to in Subsection 1.1(a) of the Agreement is hereby changed
from August 1, 2009 to December 31, 2009.
4.
The Closing.
Subsection 1.3(d) is hereby
added as follows:
(d)
Notwithstanding anything herein to
the contrary, unless the Purchaser otherwise agrees, the Purchaser
shall not be obligated to close hereunder (either the Initial
Closing or the second closing) until December 31,
2009.
5.
Board Seat. Section 4.6 is
hereby modified to read as follows:
4.6 Board of
Directors.
The authorized size of the Board
shall be seven, and the Board shall be comprised of Joseph L.
Schocken, Jeffrey L. Feldman, Robert Ponzetti, Paul Clegg, Gustavo
Montero, Gov
