Exhibit 10.6
EXECUTION COPY
AMENDMENT
TO
SECURITIES PURCHASE AGREEMENT
This Amendment to Securities Purchase Agreement (this "Amendment")
is executed as of July 6, 2001 by and between THCG, Inc., a Delaware
corporation (the "Company"), and Castle Creek Technology Partners LLC, a
Delaware limited liability company ("Castle Creek").
R E C I T A L S
WHEREAS, the Company and Castle Creek entered into a Securities
Purchase Agreement dated as of August 1, 2000 (the "Securities Purchase
Agreement") pursuant to which the Company issued to Castle Creek 5,000 shares of
its Series A Convertible Preferred Stock, par value $.01 per share (the "Series
A Preferred Shares"), and a warrant (the "Warrant") to purchase up to 396,899
shares of its common stock, par value $.01 per share (the "Common Stock"), and
agreed to register the resale of the shares of Common Stock issuable upon
conversion of the Series A Preferred Shares and upon exercise of the Warrant
pursuant to a registration rights agreement dated as of August 2, 2000 (the
"Registration Rights Agreement");
WHEREAS, the Company proposes to carry out certain restructuring of
the Company and its subsidiaries (the "Restructuring") and the Company and
Castle Creek agree to restructure the transactions provided for in the
Securities Purchase Agreement pursuant to that certain Agreement to Convert and
Exchange of even date herewith (the "Agreement to Convert and Exchange").
A G R E E M E N T S:
- - - - - - - - - -
NOW, THEREFORE, in connection with and for the purposes of the
Restructuring, in consideration of the promises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
pursuant to Section 8.6 of the Securities Purchase Agreement, the Company and
Castle Creek, intending to be legally bound, do hereby agree to amend the
Securities Purchase Agreement as set forth in this Amendment. Terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Securities Purchase Agreement.
1. Notwithstanding any provision in the Securities Purchase
Agreement, Sections 4.3, 4.5, 4.9, 4.12, 4.15, 4.17 and 8.2 of
the Securities Purchase Agreement shall be deleted in their
entirety and shall be of no force or effect from and after the
date hereof.
2. As amended hereby, the Securities Purchase Agreement shall
remain in full force and effect.
This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original and all of which shall constitute one
instrument.
COMPANY:
THCG, INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------
Name: Xxxxxx X. Xxxx
Its: Chief Executive Officer
CASTLE CREEK TECHNOLOGY PARTNERS LLC
By: Castle Creek Partners L.L.C.
Its: Investment Manager
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Its: Managing Director
