**Exhibit 10.6**

 

**FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT**

 

This Amendment dated August 5, 2009, amends the SecuritiesPurchase Agreement (the “**Agreement**”)dated as of May 13, 2009 by and between XShares Group, Inc., aDelaware corporation (the “**Company**”),and MGT Capital Investments, Inc., a Delaware corporation, (the “**Purchaser**”).

 

WHEREAS, the parties desire to amend certain terms and conditions ofthe Agreement.

 

Purchaser and Company agree as follows.

 

1.               Term.  The term of this Amendment commences on thedate set forth above and continues in effect coterminous with the term of theAgreement.

 

2.               Defined Terms.Except as defined herein, all defined terms used in this Amendment have themeaning set forth in the Agreement.

 

3.               The Note. The Maturity Dateset forth in Subsection 1(a) of the Note, which Note is referred to inSubsection 1.1(a) of the Agreement is hereby changed from August 1,2009 to December 31, 2009.

 

4.               The Closing. Subsection1.3(d) is hereby added as follows:

 

(d)                                 Notwithstandinganything herein to the contrary, unless the Purchaser otherwise agrees, thePurchaser shall not be obligated to close hereunder (either the Initial Closingor the second closing) until December 31, 2009.

 

5.               Board Seat. Section 4.6is hereby modified to read as follows:

 

4.6 Board of Directors.

 

The authorized size of the Board shall be seven, and the Board shall becomprised of Joseph L. Schocken, Jeffrey L. Feldman, Robert Ponzetti, PaulClegg, Gustavo Montero, Governor Tommy Thompson, and Tim Paterson-Brown, as therepresentative of the Purchaser (the “**Series BDirector**”).

 

6.               Additional Post-ClosingCovenants.  Subsections7(g) and 7(h) are hereby added as follows:

 

(g)                                 Inconjunction with any Subsequent Financing, Purchaser may, at its solediscretion cause the Company to (i) convert all or any portion of theShares into that number and type if securities issued in such SubsequentFinancing, that would have been issued to Purchaser had Purchaser invested theaggregate purchase price paid pursuant to this Agreement in such SubsequentFinancing; or (ii) redeem all or any portion of the Shares from proceedsof such Subsequent Financing pursuant to Section 6 of the Certificate;provided, that if Purchaser makes neither election, than Purchaser shall retainthe Shares. For the purposes of Section 6 of the Certificate, Purchaser’sright to redeem set forth under this Section 7(g) shall be deemed tobe a mandatory redemption under Section 6.1 of the Certificate.

 

(h)                                 Ifthe Company establishes any non-US domiciled fund, the Company shall grantPurchaser (i) an initial twenty-five percent (25%) interest in each suchfund and (ii) the right to appoint a member to the board of directors ofeach such fund.

 

7.               Additional Closing Condition.  Section 4.9 is hereby added as follows:

 

## *4.9.*                              Revised Budget.  With respect to thesecond Closing, the Company shall have delivered, and Purchase shall approved,a revised Budget for operations of theCompany through December 31, 2009.

## * *

8.               Entire Agreement.  Except as amended herein, all terms andconditions of the Agreement shall remain in full force and effect.

 

This Amendment is incorporated in its entirety in the Agreement andboth this Amendment and the Agreement

 

----

 

shall be read and interpreted together collectively as the “Agreement.”

 

**IN WITNESS WHEREOF**, the partieshave caused this Amendment to be duly executed by their respective authorizedrepresentatives.

** **

 
|   | XSHARES  GROUP, INC. |                     | MGT CAPITAL  INVESTMENTS, INC. |
|--------|----------------------|--------------------------|--------------------------------|
|   |                 |                     |                           |
|   |                 |                     |                           |   |
|   | By:                  | /s/ Jeffrey  Feldman     |                           | By: | /s/ Tim  Paterson-Brown |
|   | Its:                 | Chief  Executive Officer |                           | Its: | Chief  Executive Officer |

 

----