Unassociated Document


     

    

      AMENDMENT
        NO. 1 TO

      SECURITIES
        PURCHASE AGREEMENT

      


      This
        AMENDMENT
        NO. 1
        (this
“Amendment”)
        dated
        as of October 15, 2008 to the
        SECURITIES PURCHASE AGREEMENT
        (this
“Agreement”),
        dated
        May 29, 2008, by and among TXP
        CORPORATION,
        a Nevada
        corporation (the “Company”),
        and
        the Buyers listed on Schedule I thereto (individually, a “Buyer”
or
        collectively “Buyers”).

       

      WITNESSETH

      


      WHEREAS,
        the
        parties hereto desire to amend certain provisions of the Agreement to reflect
        certain additional understandings;

       

      NOW,
        THEREFORE,
        for good
        and valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, the parties hereto agree as follows:

       

      1.  Third
        Closing. 
        The definition of “Third Closing” as set forth in the Agreement’s second recital
        is hereby amended and restated in its entirety to read as follows:

       

      “...$1,250,000
        shall be funded on or about November 15, 2008 (the “Third
        Closing”)
        ...”

       

      2.  Milestones. 
        Section 4(s) of the Agreement is hereby amended and restated in its entirety
        to
        read as follows:

       

      “      
        (s)
        Milestones. 
        As used herein, the term “Milestones”
shall
        mean (i) the Company shall have entered into a contract (or series of contracts)
        for the development and sale of optical network terminals on terms that are
        satisfactory to the Buyer in total value of contracts, counterparty, and
        gross
        product margins to the Company and (ii) the Company shall have completed
        an
        equity raise resulting in proceeds to the Company of at least $5,000,000
        on
        terms no worse than the proposed terms set forth on Schedule 4(s) attached
        hereto (the “Required
        Capital Raise”).
        If
        the Company fails to achieve at least one of the Milestones on or before
        November 15, 2008, then the Buyer shall have the right, in addition to any
        other
        rights or remedies it may have under the Transaction Documents or applicable
        law, to require the Buyer to sell the business or the assets of the iPhotonics
        business unit before January 31, 2009 for consideration (i) of at least
        $10,000,000, or (ii) if less than $10,000,000 than for at least the fair
        market
        value considering the circumstances of the sale as determined by an investment
        bank selected by the Company and satisfactory to the Buyer. The Company shall
        apply at least 80% of the proceeds of any such sale directly from the sale
        towards the redemption of the Convertible Debentures.” 

       

      3.  Definitions. 
        Capitalized terms not otherwise defined herein shall have the meaning ascribed
        to them under the Agreement.

       

      4.  Non-Impairment. 
        Except as expressly modified herein, the Agreement shall continue in full
        force
        and effect, and the parties hereby reinstate and reaffirm the Agreement as
        modified herein.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.  Inconsistencies. 
        In the event of any inconsistency, ambiguity or conflict between the terms
        and
        provisions of this Amendment and the terms and provisions of the Agreement,
        the
        terms and provisions of this Amendment shall control.

       

      6.  Counterparts. 
        This Amendment may be executed in any number of counterparts, each of which
        when
        executed will be deemed an original and all of which, taken together, well
        be
        deemed to be one and the same instrument.

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have executed this Amendment as of the date first above
        written.

      
        	 	 	 
	 	TXP
                CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
                Michael C. Shores 
	 	
                
Name: Michael
                Shores
	 	Title:  
                Chief
                Executive Officer 


      

       

       

      
        	 	 	 
	 	
                YA
                  GLOBAL INVESTMENTS, LP

                 

                By: Yorkville
                  Advisors, LLC

                Its: Investment
                  Manager

              
	 
 	 
 	 
 
	 	By:  	/s/
                Troy Rillo
	 	
                
Name:
                Troy Rillo
	 	Title:
                Managing Director