CENTAURUS ONE, LLC
CENTAURUS
ONE, LLC
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇,
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▇▇▇▇▇
▇▇▇▇▇▇▇
CEO
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▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: TIX/Centaurus
Consulting Agreement
Dear
▇▇.
▇▇▇▇▇▇▇:
This
letter is intended to amend paragraphs 3(a) and 3(b) of that certain Letter
Agreement dated April 23, 2007 (the “Letter Agreement”) by and between Centaurus
One LLC (“Centaurus”) and TIX Corp. (“TIX”). The parties hereto agree that
paragraphs 3(a) and 3(b) of the Letter Agreement are hereby amended by
substituting in their entirety the following new paragraphs 3(a) and
3(b):
“a. A
grant
award of $1 million of TIX’s restricted common stock (subject
to
Rule
144 of the Securities Act of 1933) (the “Stock”) valued at a
preferred
rate (approximately $4.00 per share), and net of all taxes.
Accordingly,
at the time the TIX shares are transferred to Centaurus,
TIX
shall
pay Centaurus $666,666.67 by wire transfer or certified check
to
pay
the combined federal and state taxes on $1,666,666.67.
| a. |
A
three-year warrant, exercisable exclusively at Centaurus’s discretion,
|
for
$1,000,000 shares of TIX Stock, the exercise price of which shall be at
$5.35
per
share.”
If
you
are in agreement with the terms and conditions enumerated herein, kindly
indicate your assent where indicated below.
Sincerely,
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
President
and CEO
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May
3,
2007
Page
2
Acknowledged
and Agreed:
By:
________________________
▇▇▇▇▇
▇▇▇▇▇▇▇, CEO