Unassociated Document


     

     

    AMENDMENT
      NO. 2 TO

     

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
      (this
“Amendment”),
      is
      entered into on June 5, 2008 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 Registration Rights
      Agreement dated as of March 30, 2007 and that certain Amendment No. 1 to the
      Registration Rights Agreement dated as of December 13, 2007 (collectively,
      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 SECTION 1(b).
      Section
      1(b) of the Agreement is hereby amended and replaced in its entirety with the
      following:

     

    “(b)
      “Filing
      Deadline”
means,
      with respect to the initial Registration Statement required hereunder, the
      30th
      calendar
      day following the date the Company receives a written notice from the Buyer
      to
      the Company to file a Registration Statement and stating the number of
      Registrable Securities to be included on such Registration Statement (a
“Filing
      Notice”);
      provided
      that,
      so long
      as the Company has available adequate current public information as set forth
      in
      Rule 144(c) of the Securities Act, the earliest date on which the Buyer shall
      be
      permitted to deliver a Filing Notice to the Company is July 7,
      2008.”

     

    2. EFFECT
      ON OTHER TERMS.
      This
      Amendment shall be deemed effective as of June 5, 2008, 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.

     

    


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    IN
      WITNESS WHEREOF,
      the
      parties have caused this Amendment No. 2 to Registration Rights Agreement to
      be
      duly executed as of day and year first above written.

     

    
      	 	
              COMPANY:

            
	 	
              TXP
                CORPORATION

            
	 	 
	 	
              By:
                /s/
                Michael C. Shores   

            
	 	
              Name:
                Michael C. Shores

            
	 	
              Title: Chief
                Executive Officer

            
	 	 
	 	
              BUYER:

            
	 	
              YA
                GLOBAL INVESTMENTS, L.P.

            
	 	
              By:
                Yorkville Advisors, LLC

            
	
               

            	
              Its:
                Investment Manager

            
	 	 
	 	
              By:
                /s/
                Mark A. Angelo

            
	 	
              Name:
                Mark A. Angelo

            
	 	
              Its:
                President & Portfolio Manager