AMENDMENT TO THE
COMMON STOCK PURCHASE AGREEMENT
This Amendment (this "Amendment"), made as of December 5, 2005, to the
Common Stock Purchase Agreement (the "Common Stock Purchase Agreement") by and
among XL Generation International Inc. (the "Company") and Asset Protection Fund
Limited (the "Purchaser").
WITNESSETH:
WHEREAS, the Company and the Purchaser have entered into the Common Stock
Purchase Agreement as of November 8, 2005; and,
WHEREAS, pursuant to the Common Stock Purchase Agreement, the Purchaser
agreed to pay to the Company a purchase price of $1,000,000, in exchange for
1,111,111 shares of the Company's Common Stock; and,
WHEREAS, pursuant to the Common Stock Purchase Agreement, the Company has
(i) granted to the Purchaser Series A Warrants (the "Series A Warrants"),
entitling the Purchaser to purchase 1,111,111 shares of the Company's common
stock at an exercise prince of $1.25 per share; and (ii) entered into a
Registration Rights Agreement (the "Registration Rights Agreement") with the
Purchaser, pursuant to which the Company shall register those shares which have
been acquired pursuant to the Common Stock Purchase Agreement and those shares
of the Company's common stock which may be acquired from the Company pursuant to
the Series A Warrant; and,
WHEREAS, the parties hereto have agreed that this Amendment will be in the
best interests of both the Purchaser and the Company.
NOW THEREFORE, the parties hereto hereby agree to amend the Common Stock
Purchase Agreement as follows:
1. Partial Waiver of rights to receive Series A Warrants. The Purchaser
hereby agrees that the number of shares of the Company's common stock which the
Purchaser shall be entitled to purchase pursuant to the Series A Warrants shall
be reduced by 781,111 shares.
2. Reduction of Registration Rights. The Purchaser hereby agrees to the
reduction of the number of shares that the Company will register pursuant to the
Registration Rights Agreement in an amount equal to the number of shares of the
Company's common stock set forth in Section 1, above.
3. Remaining Provisions Effective. All other provisions of the Common
Stock Purchase Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto
have caused this Agreement to be duly executed by their respective authorized
officers as of the date first above written.
XL GENERATION INTERNATIONAL INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President & CEO
ASSET PROTECTION FUND LIMITED
By: /s/ ▇▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇▇. ▇. ▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
