EXHIBT 10.1 AMENDMENT AGREEMENT NOVEMBER 10, 2006
EXHIBT
10.1
AMENDMENT
AGREEMENT
NOVEMBER
10, 2006
This
Amendment Agreement (this “Amendment”) constitutes (i) Amendment No. 2 to the
Securities Purchase Agreement by and among Xxxxxxxxxxxxx.xxx, Inc., a Nevada
corporation (the “Company”), and Mellon HBV Master U.S. Event Driven Fund LP and
Mellon HBV Master Global Event Driven Fund LP (collectively, the “Investors”)
dated as of August 9, 2006, as amended by Amendment No. 1 thereto by and among
the Company and the Investors dated October 16, 2006 (the “Agreement”) , and
(ii) Amendment No. 2 to the Registration Rights Agreement by and among the
Company and the Investors dated August 9, 2006, as amended by Amendment No.
1 to
the Securities Purchase Agreement by and among the Company and the Investors
dated October 16, 2006. Capitalized terms used but not otherwise defined in
this
Amendment have the meanings assigned to them in the Agreement and the
Registration Rights Agreement.
RECITALS
A. WHEREAS,
the Agreement sets forth undertakings of the Company to effect a reverse stock
split and reincorporate in Delaware within certain periods following the Closing
of the transactions under the Agreement and the Company has requested the
Investors to consent to an extension of the periods during which the Company
shall effect the reverse stock split and reincorporate in Delaware;
B. WHEREAS,
the Registration Rights Agreement sets forth undertakings of the Company to
file
a registration statement pursuant to the Securities Act of 1933, as amended,
covering the resale of the Registrable Securities and to have such registration
statement declared effective within certain periods and the Company has
requested the Investors to consent to an extension of the periods during which
the Company may file a registration statement covering the resale of the
Registrable Securities and the date by which such registration statement must
be
declared effective; and
C. WHEREAS,
the Company and the Investors wish to amend the Agreement and the Registration
Rights Agreement in the manner set forth in this Amendment.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and the promises and covenants
contained herein and in the Agreement and the Registration Rights Agreement,
and
for other good and valuable consideration the receipt of which is hereby
acknowledged, the parties agree as follows:
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1.
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Amendment
To the Agreement:
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| 1.1. |
Registration
Rights Agreement. The first sentence of Section 1.6 of the Agreement
is
hereby amended by deletion of the phrase “within ninety (90) days
following the date of Closing”, and insertion, in lieu thereof, of the
phrase “by December 31, 2006.” The second sentence of Section 1.6 of the
Agreement is hereby amended by deletion of the phrase “one hundred eighty
(180) days after the Closing Date”, and insertion, in lieu thereof, of the
phrase “March 31, 2007”.
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| 1.2. |
Reverse
Stock Split.
Section 7.5 of the Agreement is hereby amended by deletion of the
phrase
“Within fourteen (14) days following the Closing”, and insertion, in lieu
thereof, of the phrase “By December 31,
2006”.
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| 1.3. |
Domicile
in Delaware.
Section 7.4 of the Agreement is hereby amended by deletion of the
phrase
“Within forty five (45) days following the Closing”, and insertion, in
lieu thereof, of the phrase “by December 31,
2006”.
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2.
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Amendment
to the Registration Rights Agreement.
The first sentence of Section 2.1 (a) of the Registration Rights
Agreement
is hereby amended by (i) deletion of the phrase “within ninety (90) days
of the Closing Date”, and insertion, in lieu thereof, of the phrase “by
December 31, 2006”; and (ii) deletion of the phrase “one hundred eighty
(180) days after the Closing Date”, and insertion, in lieu thereof, of the
phrase “March 31, 2007”.
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3.
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Effect
of Amendment.
Except as expressly modified by this Amendment, the Agreement and
the
Registration Rights Agreement shall remain unmodified and in full
force
and effect.
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4.
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Entire
Agreement.
This Amendment together with the Agreement and the Registration Rights
Agreement constitute the full and entire understanding and agreement
among
the Company and the Investors with regard to the
subject matters hereof.
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5.
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Headings. The
headings contained in this Amendment are for convenience of reference
only
and are not to be given any legal effect and shall not affect the
meaning
or interpretation of this
Amendment.
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SIGNATURE
PAGES FOLLOW
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IN
WITNESS WHEREOF, the parties have executed this Amendment effective as of the
date that the last party signs this Amendment.
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COMPANY:
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XXXXXXXXXXXXX.XXX,
INC.
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| Address: |
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Facsimile
Number:
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Company
Signature Page to Amendment Agreement November10, 2006
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INVESTORS:
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MELLON
HBV MASTER U.S.
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EVENT
DRIVEN FUND LP
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By:
Mellon HBV Company Ltd., its General Partner
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By:
____________________________
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Name:
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Title:
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Address:
000 Xxxx Xxxxxx, 00xx Xxxxx
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Xxx
Xxxx, Xxx Xxxx 00000-0000
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Facsimile
Number:
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Date
of Signature: ________________
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MELLON
HBV MASTER GLOBAL EVENT
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DRIVEN
FUND LP
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By:
Mellon HBV Company Ltd., its General Partner
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By:
____________________________
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Name:
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Title:
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Address:
000 Xxxx Xxxxxx, 00xx Xxxxx
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Xxx
Xxxx, Xxx Xxxx 00000-0000
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Facsimile
Number:
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Date
of Signature: ________________
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Investors
Signature Page to Amendment Agreement November 10, 2006
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