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AMENDMENT NO. 1
TO
REGISTRATION RIGHTS
AGREEMENT
THIS
AMENDMENT NO. 1 to the Registration Rights Agreement
(this “ Amendment ”) is entered into as of
this day of July, 2008, by
and among The X-Change Corporation, a Nevada corporation (the
“ Company ”), and the initial Holders named on
the signature pages hereto, and Tejas Securities Group, Inc.
(“ Tejas ”). The Company, the initial Holders
and Tejas may be referred to herein each as a “ Party
” and collectively as the “ Parties .”
Capitalized terms used but not defined herein shall have the
meanings specified in the Registration Rights Agreement (as defined
below).
RECITALS
WHEREAS,
the Parties have previously entered into that certain Registration
Rights Agreement, dated as of December 4, 2007, as amended,
supplemented or modified from time to time (the “
Registration Rights Agreement ”);
WHEREAS,
pursuant to Section 17(h)(i) of the Registration Rights
Agreement, such Registration Rights Agreement may be amended by a
written instrument executed by the Parties; and
WHEREAS,
the Parties wish to amend the Registration Rights Agreement.
TERMS OF
AGREEMENT
In
consideration of the premises and the mutual covenants and
agreements hereinafter contained, the parties hereby agree as
follows:
SECTION 1.
Amendments to the Registration Rights Agreement .
(1) The
first paragraph appearing in the Registration Rights Agreement is
hereby amended in its entirety to read as follows:
“This
Registration Rights Agreement (this “Agreement”) is
made and entered into as of December 4, 2007, by and among The
X-Change Corporation, a Nevada corporation (the
“Company”), and the initial Holders named on the
signature pages hereto, and Tejas Securities Group, Inc.
(“Tejas”). The initial Holders have agreed to purchase
from the Company, pursuant to the Purchase Agreement (as defined
below), the Notes (as defined below) convertible into shares of the
Company’s common stock, par value $0.001 per share (the
“Common Stock”), Warrants (as defined below) and the
Tranche B Shares (as defined in the Purchase Agreement).”
(2) The
second paragraph appearing in the Registration Rights Agreement is
hereby amended in its entirety to read as follows:
“This
Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof (as amended, restated, amended and
restated, supplemented
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