AMENDMENT NUMBER 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
AMENDMENT
NUMBER 1 TO
THIS
AMENDMENT AGREEMENT (the
“Amendment”) is
entered into as of January 5, 2007, between TITAN
GLOBAL HOLDINGS, INC., a
corporation organized and existing under the laws of the State of Nevada (the
“Company”),
and
CORNELL
CAPITAL PARTNERS, LP a
Delaware limited partnership (the
“Investor”).
WHEREAS,
the
Company and the Investor are parties to a certain Investor Registration Rights
Agreement dated as of October 9, 2006 (the “Agreement”);
and
WHEREAS,
the
parties wish to amend the Agreement as set forth below.
NOW,
THEREFORE,
it is
agreed:
| I. |
Amendments.
|
A. Section
2(a). Section
2(a) of the Agreement is hereby deleted in its entirety and the following
language shall replace said Section 2(a) of the Agreement:
Section
2(a): Subject
to the terms and conditions of this Agreement, the Company shall prepare and
file, no later than January 31, 2007 (the “Scheduled
Filing Deadline”),
with
the SEC a registration statement on Form S-1 or SB-2 (or, if the Company is
then
eligible, on Form S-3) under the Securities Act (the “Initial
Registration Statement”)
for
the resale by the Investors of the Registrable Securities, which includes at
least 3,600,000 shares of Common Stock to be issued upon conversion of the
Convertible Debentures, 500,000 Warrant Shares and the 15,000 Buyer’s Shares.
The Company shall cause the Registration Statement to remain effective until
all
of the Registrable Securities have been sold. Prior to the filing of the
Registration Statement with the SEC, the Company shall furnish a copy of the
Initial Registration Statement to the Investors for their review and comment.
The Investors shall furnish comments on the Initial Registration Statement
to
the Company within twenty-four (24) hours of the receipt thereof from the
Company.
B. Section
2(b).
Section
2(b) Agreement is hereby deleted in its entirety and the following language
shall replace said Section 2(b) of the Agreement:
Section
2(b):
“Effectiveness
of the Initial Registration Statement.
The
Company shall use its best efforts (i) to have the Initial Registration
Statement declared effective by the SEC no later than March 31, 2007 (the
“Scheduled
Effective Deadline”)
and
(ii) to insure that the Initial Registration Statement and any subsequent
Registration Statement remains in effect until all of the Registrable Securities
have been sold, subject to the terms and conditions of this
Agreement.
| II. |
Miscellaneous.
|
|
A.
|
Except
as provided hereinabove, all of the terms and conditions contained
in the
Agreement shall remain unchanged and in full force and
effect.
|
|
B.
|
This
Amendment is made pursuant to and in accordance with the terms and
conditions of the Agreement.
|
|
C.
|
All
capitalized but not defined terms used herein shall have those meanings
ascribed to them in the Agreement.
|
| D. | All provisions in the Agreement and any amendments, schedules or exhibits thereto in conflict with this Amendment shall be and hereby are changed to conform to this Amendment. |
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.
|
COMPANY:
|
|
|
By:
/s/
Xxxxx X.
Chance
|
|
|
Name Xxxxx
X. Chance
|
|
|
Title: President
& CEO
|
|
|
CORNELL
CAPITAL PARTNERS, LP
|
|
|
By:
Yorkville Advisors LLC
|
|
|
Its:
General Partner
|
|
|
By:
/s/
Xxxx X.
Xxxxxx
|
|
|
Name Xxxx
X. Xxxxxx
|
|
|
Title: Portfolio
Manager
|
|
3
