Amendments to the Registration Rights Agreement. Clause (a) of the definition of “Filing Date” set forth in Article I of the Registration Rights Agreement is hereby amended by deleting the two references to “October 31, 2008” and replacing them with “December 31, 2008.”
Amendments to the Registration Rights Agreement. Section 2(c)(ii) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows (deletions are indicated by a line through the deleted text and new language is indicated by a double underline): The Company may (x) for not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period, delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (y) suspend the use of any Prospectus included in any registration statement contemplated by this Section if it is required, pursuant to paragraph (a) of Item 512 of Regulation S-K, to file a post-effective amendment to such registration statement, and such post-effective amendment is not declared automatically effective (each of clauses (x) and (y) being an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Investors in writing of the existence of (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.
Amendments to the Registration Rights Agreement. (a) The defined term “
Amendments to the Registration Rights Agreement a. Section 1 of the Registration Rights Agreement is amended by deleting it and replacing it with the following:
Amendments to the Registration Rights Agreement. (a) Section 2 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to the Registration Rights Agreement. (1) The first paragraph appearing in the Registration Rights Agreement is hereby amended in its entirety to read as follows: “This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 4, 2007, by and among The X-Change Corporation, a Nevada corporation (the “Company”), and the initial Holders named on the signature pages hereto, and Tejas Securities Group, Inc. (“Tejas”). The initial Holders have agreed to purchase from the Company, pursuant to the Purchase Agreement (as defined below), the Notes (as defined below) convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), Warrants (as defined below) and the Tranche B Shares (as defined in the Purchase Agreement).”
Amendments to the Registration Rights Agreement. Paragraph 1, Certain Definitions of the Registration Rights Agreement, is hereby amended as follows:
Amendments to the Registration Rights Agreement. Section 3b. of the Registration Rights Agreement, Obligations of the Company, shall be amended and restated in its entirety to read as follows: The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statements and the prospectuses used in connection with the Registration Statements as may be necessary to keep the Registration Statements effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statements until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statements.
Amendments to the Registration Rights Agreement. 1. Recital A of the Registration Rights Agreement is hereby amended by inserting the following new text “, and may make additional investments in the Company or one of its Affiliates from time to time,” immediately following the text “an investment in the Company” therein.
Amendments to the Registration Rights Agreement. A. Amendment to Definition of “Effectiveness Target Date” in the Registration Rights Agreement. The reference in clause (iii) of the definition of “Effectiveness Target Date” in the Registration Rights Agreement to “180 days” is hereby amended to be “240 days.”
