Exhibit 10.7
EXECUTION COPY
AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment to Registration Rights 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 (including the registration rights granted under
the Registration Rights 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 Article X of the Registration Rights Agreement, the Company and
Castle Creek, intending to be legally bound, do hereby agree to amend the
Registration Rights Agreement as set forth in this Amendment. Terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Registration Rights Agreement.
1. With respect to the Company's obligations to file registration
statements and amendments under Article II and Article III of
the Registration Rights Agreement, the Company and Castle
Creek hereby agree that from and after the date hereof the
Company is only obligated to file such registration statements
and amendments and to maintain the effectiveness thereof only
during such periods of time that the Company is eligible to
file such registration statements and amendments on Form S-3
under the Securities Act of 1933, as amended.
2. From and after the date hereof, Sections 2.3, 2.5 and 3.12 and
Article VIII of the Registration Rights Agreement shall be
deleted and be of no force or effect from and after the date
hereof.
3. Notwithstanding Section 1 of this Amendment or any other
provision of the Registration Rights Agreement, the
Registration Rights Agreement shall terminate and be of no
force and effect on August 2, 2002.
4. As amended hereby, the Registration Rights 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
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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
