Exhibit 10.6


 


FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT


 


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


 


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


 


Purchaser and Company agree as follows.


 


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


 


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


 


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


 


4.               The Closing. Subsection
1.3(d) is hereby added as follows:


 


(d)                                 Notwithstanding
anything herein to the contrary, unless the Purchaser otherwise agrees, the
Purchaser shall not be obligated to close hereunder (either the Initial Closing
or the second closing) until December 31, 2009.


 


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


 


4.6 Board of Directors.


 


The authorized size of the Board shall be seven, and the Board shall be
comprised of Joseph L. Schocken, Jeffrey L. Feldman, Robert Ponzetti, Paul
Clegg, Gustavo Montero, Governor Tommy Thompson, and Tim Paterson-Brown, as the
representative of the Purchaser (the “Series B
Director”).


 


6.               Additional Post-Closing
Covenants.  Subsections
7(g) and 7(h) are hereby added as follows:


 


(g)                                 In
conjunction with any Subsequent Financing, Purchaser may, at its sole
discretion cause the Company to (i) convert all or any portion of the
Shares into that number and type if securities issued in such Subsequent
Financing, that would have been issued to Purchaser had Purchaser invested the
aggregate purchase price paid pursuant to this Agreement in such Subsequent
Financing; or (ii) redeem all or any portion of the Shares from proceeds
of such Subsequent Financing pursuant to Section 6 of the Certificate;
provided, that if Purchaser makes neither election, than Purchaser shall retain
the Shares. For the purposes of Section 6 of the Certificate, Purchaser’s
right to redeem set forth under this Section 7(g) shall be deemed to
be a mandatory redemption under Section 6.1 of the Certificate.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


IN WITNESS WHEREOF, the parties
have caused this Amendment to be duly executed by their respective authorized
representatives.


 


 


	
   

  	
  XSHARES
  GROUP, INC.

  	
   

  	
  MGT CAPITAL
  INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Feldman

  	
   

  	
  By:

  	
  /s/ Tim
  Paterson-Brown

  
	
   

  	
  Its: 

  	
  Chief
  Executive Officer

  	
   

  	
  Its: 

  	
  Chief
  Executive Officer