Amendment to Section 1.1(a). Section 1.1(a) of the Lease is hereby deleted in its entirety and replaced with the following:
Amendment to Section 1.1(a). Section 1.1(a), excluding Section 1.1(a)(i)-1.1(a)(x) of the Lease is hereby amended and restated in its entirety as follows:
Amendment to Section 1.1(a). (xiii) of the Advisory Agreement. Section 11(a)(xiii) of the Advisory Agreement is hereby amended by inserting:
Amendment to Section 1.1(a). Section 1.1(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 1.1(a). Section 1.1(a) of the Contribution Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Section 1.1(a). (ii). Section 11(a)(ii) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: “Notwithstanding the foregoing, no provision for adjustment shall be made pursuant to this Section 11(a)(ii) as a result of the Transactions.”
Amendment to Section 1.1(a). Section 1.1(a) of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:
Amendment to Section 1.1(a). (ii). Section 11(a)(ii) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end of said Section: “Notwithstanding anything in this Agreement to the contrary, no event requiring an adjustment under this Section 11(a) shall be deemed to have occurred solely by reason of (i) the approval, execution, delivery, performance, consummation or public announcement of the Merger Agreement, (ii) the approval, commencement, consummation or public announcement of the Offer or Merger or (iii) the approval, execution, delivery, performance, commencement, consummation or public announcement of any of the other transactions contemplated by the Merger Agreement.”
Amendment to Section 1.1(a). Section 11(a) of the Rights Agreement is hereby supplemented and amended by inserting the following sentence immediately after the clause (IV) thereof: “Notwithstanding anything in this Agreement to the contrary, in no event shall the provisions of this Section 11(a) apply to the public announcement, approval, execution, delivery or performance of the Merger Agreement, the Tender Offer by Parent or Merger Sub, or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, including the issuance of shares pursuant to the Top-Up Option.”
Amendment to Section 1.1(a). The last sentence of Section 11(a) of the Agreement is hereby amended and restated in its entirety to read as follows: “This Section 11 shall not apply to suits brought directly by the Company against the Executive (but, for the avoidance of doubt, this Section 11 shall apply to derivative suits brought by the Company’s stockholders in the name of the Company).”
