FORM OF AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
EXHIBIT
10.10
FORM
OF
AMENDMENT
NO. 1 TO SECURITIES PURCHASE AGREEMENT
This
Amendment No. 1 to the Securities Purchase Agreement dated February 28, 2006
(this “Amendment”), by and among xXxx.xxx Holdings, Inc., a Delaware corporation
formerly known as Cape Coastal Trading Corporation, a Delaware corporation
(the
“Company”),
uBid,
Inc., a Delaware corporation
with
headquarters located at 0000 Xxxx Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX
00000
(“uBid”)
and
the investors listed on the Schedule of Investors attached to Exhibit A-1
or
A-2
to that
certain Securities Purchase Agreement (the “Original Agreement”) dated December
22, 2005 (individually,
an “Investor”
and
collectively, the “Investors”).
RECITALS
A. The
Company, uBid and the Investors have determined that the Original Agreement
contained an error in Section 1.1 that requires correction;
B. The
Company, uBid and the Investors desire to correct this error in Section 1.1
by
amending the Original Agreement pursuant to the terms of this Amendment; and
C. The
Investors executing this Amendment are the holders
of at least two-thirds (2/3) of the Registrable Securities (as such term is
defined in the Original Agreement).
NOW,
THEREFORE, IN CONSIDERATION of the foregoing Recitals, which are fully
incorporated into the Original Agreement as amended by this Amendment, and
the
mutual covenants and conditions set forth herein, the parties agree as
follows:
1. Amendment
to Section 1.1.
The
parties hereto agree that the defined term “Eligible
Market”
and the definition thereof contained in Section 1.1 of the Original
Agreement
shall be
deleted and replaced in its entirety with the following:
“Eligible
Market”
means any of the New York Stock Exchange, the American Stock Exchange, The
NASDAQ National Market, The NASDAQ Capital Market and the NASD OTC Bulletin
Board.”
2. No
Other Amendment.
The
parties hereto agree that all other provisions of the Original Agreement, unless
amended by this Amendment, shall remain in full force and effect, without
amendment.
[Remainder
of page intentionally left blank. Signature Page to Follow]
IN
WITNESS WHEREOF, this Amendment No. 1 to the Securities Purchase Agreement
dated
February 28, 2006, is executed as of the date first written above.
XXXX.XXX
HOLDINGS, INC.
By:______________________________
Its:______________________________
UBID,
INC.
By:______________________________
Its:______________________________
INVESTORS:
[NAME
OF
INVESTOR]
By:______________________________
Its:______________________________
