AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT
NO. 2 TO
THIS
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
(this
“Amendment”),
is
entered into on June 5, 2008 by and between TXP
CORPORATION,
a Nevada
corporation (the “Company”),
and
YA
GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS,
L.P.)
(the
“Buyer”).
WHEREAS:
A. The
parties hereto previously entered into that certain Registration Rights
Agreement dated as of March 30, 2007 and that certain Amendment No. 1 to the
Registration Rights Agreement dated as of December 13, 2007 (collectively,
the
"Agreement").
B. The
parties to the Agreement now desire to amend certain provisions set forth in
the
Agreement as more fully described herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:
1. AMENDMENT
OF SECTION 1(b).
Section
1(b) of the Agreement is hereby amended and replaced in its entirety with the
following:
“(b)
“Filing
Deadline”
means,
with respect to the initial Registration Statement required hereunder, the
30th
calendar
day following the date the Company receives a written notice from the Buyer
to
the Company to file a Registration Statement and stating the number of
Registrable Securities to be included on such Registration Statement (a
“Filing
Notice”);
provided
that,
so long
as the Company has available adequate current public information as set forth
in
Rule 144(c) of the Securities Act, the earliest date on which the Buyer shall
be
permitted to deliver a Filing Notice to the Company is July 7,
2008.”
2. EFFECT
ON OTHER TERMS.
This
Amendment shall be deemed effective as of June 5, 2008, as if entered into
on
such date. All other terms set forth in the Agreement shall remain unchanged
and
this Amendment and the Agreement shall be deemed a single integrated agreement
for all purposes.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties have caused this Amendment No. 2 to Registration Rights Agreement to
be
duly executed as of day and year first above written.
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COMPANY:
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TXP
CORPORATION
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By:
/s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title: Chief
Executive Officer
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BUYER:
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YA
GLOBAL INVESTMENTS, L.P.
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By:
Yorkville Advisors, LLC
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Its:
Investment Manager
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By:
/s/
Xxxx X. Xxxxxx
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Name:
Xxxx X. Xxxxxx
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Its:
President & Portfolio Manager
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