AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO
THIS
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
(this
“Amendment”),
is
entered into by and between TXP
CORPORATION,
a
Nevada corporation (the “Company”),
and
YA
GLOBAL INVESTMENTS, L.P. (F/K/A CORNELL CAPITAL PARTNERS,
L.P.)
(the
“Buyer”).
WHEREAS:
A. The
parties hereto previously entered into that certain Securities Purchase
Agreement dated as of March 30, 2007 (the "Agreement").
B. The
parties to the Agreement now desire to amend certain provisions set forth in
the
Agreement as more fully described herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:
1. AMENDMENT
OF SECOND “WHEREAS” CLAUSE.
The
second “Whereas” clause of the Agreement is hereby amended and replaced in its
entirety with the following:
“WHEREAS,
the
parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue and sell to the Buyer(s), as provided herein,
and the Buyer(s) shall purchase (i) up to Five Million Dollars ($5,000,000)
of
secured convertible notes in the form attached hereto as “Exhibit
A”
(the
“Convertible
Notes”),
which
shall be convertible into shares of the Company’s common stock, par value $0.001
(the “Common
Stock”)
(as
converted, the “Conversion
Shares”),
and
(ii) warrants substantially in the form attached hereto as “Exhibit
B”
(the
“Warrants”),
to
acquire up to that number of additional shares of Common Stock set forth
opposite such Buyer’s name in column (5) of the Schedule I (as exercised, the
“Warrant
Shares”)
of
which Four Million Dollars ($4,000,000) shall be funded within five (5) business
days following the date hereof (the “First
Closing”)
and
One Million Dollars ($1,000,000) shall be funded on or before December 15,
2007
(or one hundred eighty (180) days prior to the filing of the registration
statement (the “Registration
Statement”)
pursuant to the Registration Rights Agreement dated March 30, 2007, with the
SEC) (the “Second
Closing”)
(individually referred to as a “Closing”
collectively referred to as the “Closings”),
for a
total purchase price of up to Five Million Dollars ($5,000,000), (the
“Purchase
Price”)
in the
respective amounts set forth opposite each Buyer(s) name on Schedule I (the
“Subscription
Amount”);”
2. AMENDMENT
OF SECTION 1(b).
Section
1(b) of the Agreement is hereby amended and replaced in its entirety with the
following:
“(b) Closing
Dates.
The
First Closing of the purchase and sale of the Convertible Notes and Warrants
shall take place at 10:00 a.m. Eastern Standard Time on the fifth (5th)
business day following the date hereof, subject to notification of satisfaction
of the conditions to the First Closing set forth herein and in Sections 6 and
7
below (or such later date as is mutually agreed to by the Company and the
Buyer(s)) (the “First
Closing Date”)
and
the Second Closing of the purchase and sale of the Convertible Notes shall
take
place on or before December 15, 2007 (or one hundred eighty (180) days prior
to
the filing of the registration statement (the “Registration
Statement”)
pursuant to the Registration Rights Agreement dated March 30, 2007, with the
SEC), subject to notification of satisfaction of the conditions to the Second
Closing set forth herein and in Sections 6 and 7 below (or such later date
as is
mutually agreed to by the Company and the Buyer(s)) (the “Second
Closing Date”)
(collectively referred to a the “Closing
Dates”).
The
Closings shall occur on the respective Closing Dates at the offices of Yorkville
Advisors, LLC, 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxx Xxxxxx 00000
(or
such other place as is mutually agreed to by the Company and the
Buyer(s)).”
3. AMENDMENT
OF SECTION 7(b)(iv).
Section
7(b)(iv) of the Agreement is hereby amended and replaced in its entirety with
the following:
“(iv) The
Company certifies that it will file, within one hundred eighty (180) days of
the
Second Closing Date, the Registration Statement with the SEC, materially in
compliance with the rules and regulations promulgated by the SEC for filing
thereof.”
4. EFFECT
ON OTHER TERMS.
This
Amendment shall be deemed effective as of December 13, 2007, as if entered
into
on such date. All other terms set forth in the Agreement shall remain unchanged
and this Amendment and the Agreement shall be deemed a single integrated
agreement for all purposes.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties have caused this Amendment No. 1 to Securities Purchase Agreement to
be
duly executed as of day and year first above written.
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COMPANY:
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TXP
CORPORATION
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By:
/s/
Xxxxxxx Xxxxxx
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Name:
Xxxxxxx Xxxxxx
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Title: Chief
Executive Officer
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BUYER:
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YA
GLOBAL INVESTMENTS, L.P.
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By:
Yorkville Advisors, LLC
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Its:
Investment Manager
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By:
/s/
Xxxx X. Xxxxxx
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Name:
Xxxx X. Xxxxxx
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Its:
President & Portfolio Manager
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