Common use of Amendment of Section Clause in Contracts

Amendment of Section. 2.01. Section 2.01 of the Agreement is hereby deleted and replaced in its entirety with the following: “Purchase and Sale at the Closing. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller will, or will cause the applicable Asset Selling Entity to, sell, assign, transfer, convey and deliver to Buyer (or one or more of its Affiliates, to be designated by Buyer), and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity), (a) the Equity Interests, (b) the Transferred IP, (c) the Transferred Contract, and (d) the inventory included in the calculation of the Inventory Value, in each case, free and clear of all Liens other than Transaction Liens (collectively, the “Closing Assets”). In consideration of the sale and transfer of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Purchase Price”) of (A) US$23,005,256 in cash, less (B) the Original Other Business Assets Price, plus (C) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount of any Consent Payments not previously satisfied by Seller, plus (F) all Cash and Cash Equivalents of the Company at the Closing, plus (G) 50% of all Closing Asset Transfer Fees and Expenses paid by Seller or its Affiliates prior to the Closing, less (H) the amount of Excess Incentive Obligations, if any. Any amounts payable to Seller under this Section 2.01 shall be paid by Buyer in cash by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, to be so designated no later than three Business Days prior to the Closing. Seller and Buyer hereby agree that the successful completion of the China Closing shall take place prior to, and be a condition precedent to the Closing hereof. Seller and Buyer further agree that the transfer price of the Equity Interests set forth under the China Equity Interests Transfer Agreement shall not become due and payable until the Closing hereof, and is included in the Closing Purchase Price hereunder.”

Amendment of Section. 2.019(a). Section 2.01 9(a) of the Lender Agreement is hereby deleted and replaced amended by deleting Section 9(a) in its entirety and replacing such subsection with the following: “Purchase "The term of this Agreement shall begin on the Effective Date, and Sale shall continue for a period of three (3) years from the Acceptance Date (the "Initial Term") unless sooner terminated as provided below. Upon expiration of the Initial Term, unless terminated by either party by notice of termination given not less than sixty (60) days prior to expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal Term"). During any Renewal Term, notice of termination by either party shall be effective at the Closing. Upon the terms and subject to the conditions end of this Agreement, at the Closing, Seller will, or will cause the applicable Asset Selling Entity to, sell, assign, transfer, convey and deliver to Buyer such Renewal Term by notice of termination if given not less than sixty (or one or more of its Affiliates, to be designated by Buyer), and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity), (a60) the Equity Interests, (b) the Transferred IP, (c) the Transferred Contract, and (d) the inventory included in the calculation of the Inventory Value, in each case, free and clear of all Liens other than Transaction Liens (collectively, the “Closing Assets”). In consideration of the sale and transfer of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Purchase Price”) of (A) US$23,005,256 in cash, less (B) the Original Other Business Assets Price, plus (C) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount of any Consent Payments not previously satisfied by Seller, plus (F) all Cash and Cash Equivalents of the Company at the Closing, plus (G) 50% of all Closing Asset Transfer Fees and Expenses paid by Seller or its Affiliates days prior to the Closing, less (H) the amount expiration of Excess Incentive Obligations, if anysuch Renewal Term. Any amounts payable to Seller under Notwithstanding anything contained in this Section 2.01 9(a) to the contrary, DealerTrack shall be paid not have any right whatsoever to terminate this Agreement upon the expiration of the Initial Term or any such Renewal Term, as the case may be, except for cause as set forth in Section 9(b) below, for so long as the Lender and/or its Affiliates (as such term is defined in the Amended and Restated Stockholders' Agreement of the Parent Company, dated as of the date hereof, among the Parent Company and the stockholders listed therein (the "Stockholders' Agreement")), holds either (i) equity securities of the Parent Company representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis (as defined in the Stockholders' Agreement)), (ii) seventy-five (75%) percent of the capital stock of the Parent Company held by Buyer it as of the Effective Date (as adjusted for stock splits, stock dividends and the like) or (iii) capital stock whose fair market value is at least $6,000,000 based on the last offering of securities by the Parent Company. Notwithstanding anything contained in cash by wire transfer of immediately available funds this Section 9(a) to an account or accounts designated in writing by Sellerthe contrary, to be so designated no later than three Business Days prior to the Closing. Seller and Buyer hereby agree that the successful completion any renewal of the China Closing shall take place prior toAgreement hereunder, and be a condition precedent the parties agree to negotiate in good faith any amendments to the Closing hereof. Seller then current terms and Buyer further agree that the transfer price conditions of the Equity Interests Agreement (other than the most favored pricing provisions set forth under in Exhibit B) that make the China Equity Interests Transfer then current terms and conditions of the Agreement shall not become due impractical in light of changes to DealerTrack's business and payable until the Closing hereofprovided further, and that DealerTrack is included attempting to treat Lender in the Closing Purchase Price hereundersubstantially a similar manner as other DealerTrack Financial Institutions.”"

Amendment of Section. 2.011(a). Section 2.01 1(a) of the Rights Agreement is amended by adding the following new paragraph at the end of Section 1(a): "Notwithstanding anything in this Agreement to the contrary, (i) neither Northwest Energy Corporation, an Oregon corporation ("Holdco"), nor Northwest Energy Sub Corporation, an Oregon corporation ("Merger Sub") nor any of their Affiliates or Associates shall be deemed to be an "Acquiring Person," and no Shares Acquisition Date or Distribution Date shall be deemed to have occurred, as a result of (x) the execution and delivery of the Agreement is hereby deleted and replaced Plan of Merger and Reorganization, dated as of October 5, 2001, by and among Holdco, Merger Sub and the Company, as the same may be amended from time to time (the "Merger Agreement"), (y) any action taken by Holdco, the Company, Merger Sub or any of their respective Affiliates or Associates in its entirety accordance with the following: “provisions of the Merger Agreement, or (z) the consummation of the Merger (as such term is defined in the Merger Agreement) in accordance with the provisions of the Merger Agreement, and (ii) neither Enron Corp., Enron Northwest Assets LLC ("Enron NW Assets"), nor any Designated Transferee (as such term is defined in the Stock Purchase Agreement referred to below) nor any of their respective Affiliates or Associates shall be deemed to be an "Acquiring Person," and Sale at no Shares Acquisition Date or Distribution Date shall be deemed to have occurred as a result of (x) the Closing. Upon execution and delivery of the Stock Purchase Agreement dated October 5, 2001, among Enron Corp., Enron NW Assets, the Company and Holdco, as the same may be amended from time to time (the "Stock Purchase Agreement"), (y) any action taken by Enron Corp., Enron NW Assets or any Designated Transferee (as such term is defined in the Stock Purchase Agreement) in accordance with the provisions of the Stock Purchase Agreement, or (z) the consummation of the transactions contemplated by the Stock Purchase Agreement in accordance with the terms and subject to the conditions of this Agreement, at the Closing, Seller will, or will cause the applicable Asset Selling Entity to, sell, assign, transfer, convey and deliver to Buyer (or one or more of its Affiliates, to be designated by Buyer), and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity), (a) the Equity Interests, (b) the Transferred IP, (c) the Transferred Contract, and (d) the inventory included in the calculation of the Inventory Value, in each case, free and clear of all Liens other than Transaction Liens (collectively, the “Closing Assets”). In consideration of the sale and transfer of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Stock Purchase Price”) of (A) US$23,005,256 in cash, less (B) the Original Other Business Assets Price, plus (C) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount of any Consent Payments not previously satisfied by Seller, plus (F) all Cash and Cash Equivalents of the Company at the Closing, plus (G) 50% of all Closing Asset Transfer Fees and Expenses paid by Seller or its Affiliates prior to the Closing, less (H) the amount of Excess Incentive Obligations, if any. Any amounts payable to Seller under this Section 2.01 shall be paid by Buyer in cash by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, to be so designated no later than three Business Days prior to the Closing. Seller and Buyer hereby agree that the successful completion of the China Closing shall take place prior to, and be a condition precedent to the Closing hereof. Seller and Buyer further agree that the transfer price of the Equity Interests set forth under the China Equity Interests Transfer Agreement shall not become due and payable until the Closing hereof, and is included in the Closing Purchase Price hereunderAgreement.”"

Amendment of Section. 2.019(a). Section 2.01 of 9(a)of the Lender Agreement is hereby deleted and replaced amended by deleting Section 9(a) in its entirety and replacing such subsection with the following: “Purchase "The term of this Agreement shall begin on the Effective Date, and Sale shall continue for a period of two (2) years from the Acceptance Date (the "Initial Term") unless sooner terminated as provided below. Upon expiration of the Initial Term, unless terminated by either party by notice of termination given not less than ninety (90) days prior to expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal Term"). During any Renewal Term, notice of termination by either party shall be effective at the Closing. Upon the terms end of such Renewal Term if given not less than one hundred and subject to the conditions of this Agreement, at the Closing, Seller will, or will cause the applicable Asset Selling Entity to, sell, assign, transfer, convey and deliver to Buyer sixty (or one or more of its Affiliates, to be designated by Buyer), and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity), (a60) the Equity Interests, (b) the Transferred IP, (c) the Transferred Contract, and (d) the inventory included in the calculation of the Inventory Value, in each case, free and clear of all Liens other than Transaction Liens (collectively, the “Closing Assets”). In consideration of the sale and transfer of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Purchase Price”) of (A) US$23,005,256 in cash, less (B) the Original Other Business Assets Price, plus (C) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount of any Consent Payments not previously satisfied by Seller, plus (F) all Cash and Cash Equivalents of the Company at the Closing, plus (G) 50% of all Closing Asset Transfer Fees and Expenses paid by Seller or its Affiliates days prior to the Closing, less (H) the amount expiration of Excess Incentive Obligations, if anysuch Renewal Term. Any amounts payable to Seller under Notwithstanding anything contained in this Section 2.01 9(a) to the contrary, DealerTrack shall be paid not have any right whatsoever to terminate this Agreement upon the expiration of the Initial Term or any such Renewal Term, as the case may be, except for cause as set forth in Section 9(b) below, for so long as the Lender, together with its Affiliates (as such term is defined in the Amended and Restated Stockholders' Agreement of the Parent Company, dated as of the date hereof, among the Parent Company and the stockholders listed therein (the "Stockholders' Agreement")), holds either (i) equity securities of the Parent Company representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis (as defined in the Stockholders' Agreement)), (ii) seventy-five (75%) percent of the capital stock of the Parent Company held by Buyer it as of the Effective Date (as adjusted for stock splits, stock dividends and the like) or (iii) capital stock whose fair market value not less than $6,000,000 based on the last offering of securities by the Parent Company. Notwithstanding anything contained in cash by wire transfer of immediately available funds this Section 9(a) to an account or accounts designated in writing by Sellerthe contrary, to be so designated no later than three Business Days prior to the Closing. Seller and Buyer hereby agree that the successful completion any renewal of the China Closing shall take place prior toAgreement hereunder, and be a condition precedent the parties agree to negotiate in good faith any amendments to the Closing hereof. Seller then current terms and Buyer further agree that the transfer price conditions of the Equity Interests Agreement (other than the most favored pricing provisions set forth under in Exhibit B) that make the China Equity Interests Transfer then current terms and conditions of the Agreement shall not become due impractical in light of changes to DealerTrack's business and payable until the Closing hereofprovided further, and that DealerTrack is included attempting to treat Lender in the Closing Purchase Price hereundera substantially similar manner as other DealerTrack Financial Institutions.”"

Amendment of Section. 2.015.2. Section 2.01 of the Agreement is hereby deleted and replaced in its entirety with the following: “Purchase and Sale at the Closing. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller will, or will cause the applicable Asset Selling Entity to, sell, assign, transfer, convey and deliver to Buyer (or one or more of its Affiliates, to be designated by Buyer), and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity),------------------------ (a) The Purchase Agreement is hereby amended by deleting Section 5.2(a) in its entirety and substituting, in lieu thereof, the Equity Interests,following: "For so long as the members of the HMTF Group in the aggregate own any combination of shares of Common Stock and Series A-2 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 4,107,143 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the holders of a majority of the then outstanding HMTF Shares shall have the right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "HMTF Director"); provided, however, that the right to designate an HMTF Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-2 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-2 Preferred Stock set forth in the Certificate of Designation. In the event the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and so designate an HMTF Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing an HMTF Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause an HMTF Director to be nominated for election as a director by the stockholders and to cause the HMTF Director to be so elected. If the holders of a majority of the then outstanding HMTF Shares are entitled under this Section 5.2 to designate an HMTF Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an HMTF Director, the holders of a majority of the then outstanding HMTF Shares shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected." (b) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(i) in its entirety and substituting, in lieu thereof, the Transferred IP,following: "For so long as the members of the Liberty Group in the aggregate own any combination of shares of Common Stock and Series A-1 Preferred Stock representing an amount of Common Stock (on an as-converted basis) that, taken together, equals at least 2,687,571 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right to designate one person for election to the Company's Board of Directors or, if greater, such number of persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person a "Liberty Director"); provided, however, that the right to designate a Liberty Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the Certificate of Designation. In the event the members of the Liberty Group are entitled under this Section 5.2 to designate the Liberty Director for election to the Company's Board of Directors and elect to so designate a Liberty Director, they shall so notify the Company in writing and the Company shall use its best efforts (a) to cause the size of the Board of Directors to be increased by one and the vacancy created thereby to be filled by electing a Liberty Director and (b) in connection with the meeting of stockholders of the Company next following such election, to cause a Liberty Director to be nominated for election as director by the stockholders and to cause the Liberty Director to be so elected. If the members of the Liberty Group are entitled under this Section 5.2 to designate a Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of a Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in connection with the meeting of stockholders of the Company next following such election, cause such successor to be nominated for election as director by the stockholders and to be elected." (c) The Purchase Agreement is hereby amended by deleting Section 5.2(b)(ii) in its entirety and substituting, in lieu thereof, the Transferred Contractfollowing: "For so long as the members of the Liberty Group own any combination of shares of Common Stock and Series A-1 Preferred Shares representing an amount of Common Stock (on an as-converted basis) that, and taken together, equals 8,928,571 shares of Common Stock (das adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall have a right, in addition to the rights set forth in clause (i) above, to designate one additional person for election to the inventory included Company's Board of Directors or, if greater, such number of additional persons (rounded up to the next whole number) equal to 10% of the then authorized number of members of the Company's Board of Directors (each such person an "Additional Liberty Director"); provided, however, that the right to designate an Additional Liberty Director under this Section 5.2 shall be suspended at any time that the holders of the Series A-1 Preferred Stock have the right to elect a person to the Board of Directors under the terms of the Series A-1 Preferred Stock set forth in the calculation Certificate of Designation. In the event the members of the Inventory ValueLiberty Group are entitled under this Section 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and elect to so designate an Additional Liberty Director, they shall so notify the Company in each case, free writing and clear of all Liens other than Transaction Liens the Company shall use its best efforts (collectively, a) to cause the “Closing Assets”). In consideration size of the sale Board of Directors to be increased by one and transfer the vacancy created thereby to be filled by electing an Additional Liberty Director and (b) in connection with the meeting of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Purchase Price”) of (A) US$23,005,256 in cash, less (B) the Original Other Business Assets Price, plus (C) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount of any Consent Payments not previously satisfied by Seller, plus (F) all Cash and Cash Equivalents stockholders of the Company at next following such election, to cause an Additional Liberty Director to be nominated for election as director by the Closing, plus (G) 50% stockholders and to cause an Additional Liberty Director to be so elected. If the members of all Closing Asset Transfer Fees and Expenses paid by Seller or its Affiliates prior to the Closing, less (H) the amount of Excess Incentive Obligations, if any. Any amounts payable to Seller Liberty Group are entitled under this Section 2.01 5.2 to designate an Additional Liberty Director for election to the Company's Board of Directors and a vacancy shall exist in the office of an Additional Liberty Director, the members of the Liberty Group, voting together as a single class by a plurality of the votes cast or by the written consent of a majority in interest of such members, shall be paid by Buyer entitled to designate a successor and the Board of Directors shall use its best efforts to (x) elect such successor and (y) in cash by wire transfer connection with the meeting of immediately available funds to an account or accounts designated in writing by Sellerstockholders of the Company next following such election, cause such successor to be so designated no later than three Business Days prior nominated for election as director by the stockholders and to the Closing. Seller and Buyer hereby agree that the successful completion of the China Closing shall take place prior to, and be a condition precedent to the Closing hereof. Seller and Buyer further agree that the transfer price of the Equity Interests set forth under the China Equity Interests Transfer Agreement shall not become due and payable until the Closing hereof, and is included in the Closing Purchase Price hereunderelected.”"

Amendment of Section. 2.01. 9(a). (A) Section 2.01 9(a) of the Lender Agreement is hereby deleted and replaced amended by deleting Section 9(a) in its entirety and replacing such subsection with the following: “Purchase "The term of this Agreement shall begin on the Effective Date, and Sale shall continue for a period of three (3) years from the Acceptance Date (the "Initial Term") unless sooner terminated as provided below. Upon expiration of the Initial Term, unless terminated by either party by notice of termination given not less than sixty (60) days prior to expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal Term"). During any Renewal Term, notice of termination by either party shall be effective at the Closingend of such Renewal Term by notice of termination if given not less than sixty (60) days prior to the expiration of such Renewal Term. Upon Notwithstanding anything contained in this Section 9(a) to the contrary, DealerTrack shall not have any right whatsoever to terminate this Agreement upon the expiration of the Initial Term or any such Renewal Term, as the case may be, except for cause as set forth in Section 9(c) below, for so long as the Lender, together with its Affiliates (as such term is defined in the Amended and Restated Stockholders' Agreement of the Parent Company, dated as of the date hereof, among the Parent Company and the stockholders listed therein (the "Stockholders' Agreement")), holds either (i) equity securities of the Parent Company representing at least five (5%) percent of the voting power thereof (determined on a Fully Diluted Basis (as defined in the Stockholders' Agreement)), (ii) seventy-five (75%) percent of the capital stock of the Parent Company held by it as of the Effective Date (as adjusted for stock splits, stock dividends and the like) or (iii) capital stock whose fair market value is at least $6,000,000 based on the last offering of securities by the Parent Company. Notwithstanding anything contained in this Section 9(a) to the contrary, prior to any renewal of the Agreement hereunder, the parties agree to negotiate in good faith any amendments to the then current terms and subject to the conditions of this Agreement, at the Closing, Seller will, or will cause Agreement (other than the applicable Asset Selling Entity to, sell, assign, transfer, convey most favored pricing provisions set forth in Section 12(m)) that make the then current terms and deliver to Buyer (or one or more of its Affiliates, to be designated by Buyer), and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity), (a) the Equity Interests, (b) the Transferred IP, (c) the Transferred Contract, and (d) the inventory included in the calculation conditions of the Inventory ValueAgreement impractical in light of changes to DealerTrack's business and provided further, that DealerTrack is attempting to treat Lender in each case, free and clear of all Liens substantially a similar manner as other than Transaction Liens (collectively, the “Closing Assets”). In consideration of the sale and transfer of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Purchase Price”) of (A) US$23,005,256 in cash, less DealerTrack Financial Institutions." (B) the Original Other Business Assets Price, plus (CSection 9(b) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount of any Consent Payments not previously satisfied by Seller, plus (F) all Cash and Cash Equivalents of the Company at Lender Agreement is hereby amended by deleting such subsection in its entirety and replacing such subsection with the Closing, plus (G) 50% of all Closing Asset Transfer Fees and Expenses paid by Seller or its Affiliates prior to the Closing, less (H) the amount of Excess Incentive Obligations, if any. Any amounts payable to Seller under this Section 2.01 shall be paid by Buyer in cash by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, to be so designated no later than three Business Days prior to the Closing. Seller and Buyer hereby agree that the successful completion of the China Closing shall take place prior to, and be a condition precedent to the Closing hereof. Seller and Buyer further agree that the transfer price of the Equity Interests set forth under the China Equity Interests Transfer Agreement shall not become due and payable until the Closing hereof, and is included in the Closing Purchase Price hereunderphrase "Intentionally deleted.”"

Amendment of Section. 2.016.01(a). Section 2.01 6.01(a) of the Five-Year Agreement is hereby deleted and replaced in its entirety with the following: “Purchase and Sale at the Closing. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller will, or will cause the applicable Asset Selling Entity to, sell, assign, transfer, convey and deliver to Buyer (or one or more of its Affiliates, to be designated by Buyer), and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity),amended as follows: (a) Paragraph (viii) of Section 6.01(a) is amended to read as follows: (viii) at any time after the Equity Interests,completion of the Exchange Transaction, Indebtedness of the Borrower and its Related Subsidiaries incurred pursuant to any equity monetization and/or hedging transactions entered into with respect to shares of capital stock of DST Systems; provided that the aggregate principal amount of such Indebtedness shall not at any time exceed the greater of (x) (A) 7,424,052 multiplied by (B) the closing price on the New York Stock Exchange of a share of capital stock of DST Systems on the date any applicable equity monetization and/or hedging transaction in connection with shares of capital stock of DST Systems is entered into or (y) the current value of the collared floor under such equitization and/or hedging transactions. (b) Section 6.01(a)(xi) of the Transferred IP,Five-Year Agreement is amended to read as follows: (cxi) other Indebtedness of Stilwell and its Related Subsidiaries that ▇▇ ▇▇▇ secured by any Lien in an aggregate principal amount at any time outstanding that does not exceed $856,000,000 (excluding Indebtedness permitted pursuant to Section 6.01(a)(xii)) minus the Transferred Contract, and aggregate principal amount of any Indebtedness outstanding under this paragraph (d) the inventory included other than Indebtedness referred to in the calculation parenthetical above) that shall have been repaid, prepaid, redeemed, purchased or defeased by Stilwell or any other Related Subsidiary, ▇▇▇▇▇▇▇▇g any such Indebtedness of the Inventory Valueeither Borrower or any Related Subsidiary of either Borrower originally owed to third parties and purchased by either Borrower or any Related Subsidiary of either Borrower (other, in each case, free and clear than Indebtedness repaid, prepaid, redeemed, purchased or defeased with the proceeds of all Liens other than Transaction Liens (collectivelynew Indebtedness issued for the specific purpose of providing funds for any such repayment, prepayment, redemption or purchase); provided that with respect to any such Indebtedness issued or incurred to extend, renew or refinance existing Indebtedness, the “Closing Assets”). In consideration of principal thereof is not by its terms required to be repaid, prepaid, redeemed, purchased or defeased, in whole or in part, at the sale and transfer of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Purchase Price”) of (A) US$23,005,256 in cash, less (B) the Original Other Business Assets Price, plus (C) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount option of any Consent Payments not previously satisfied by Seller, plus (F) all Cash and Cash Equivalents of the Company at the Closing, plus (G) 50% of all Closing Asset Transfer Fees and Expenses paid by Seller holder thereof or its Affiliates on any date prior to the Closing, less (H) the amount of Excess Incentive Obligations, if any. Any amounts payable to Seller under this Section 2.01 shall be paid by Buyer in cash by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, to be so designated no later than three Business Days prior to the Closing. Seller and Buyer hereby agree Maturity Date; provided further that the successful completion incurrence of the China Closing shall take place prior to, and be such Indebtedness would not cause a condition precedent to the Closing hereof. Seller and Buyer further agree that the transfer price Default or an Event of the Equity Interests set forth Default under the China Equity Interests Transfer Agreement shall not become due and payable until the Closing hereof, and is included in the Closing Purchase Price hereunderany other Section of this Agreement.”"

Amendment of Section. 2.013(a). The first sentence of Section 2.01 3(a) of the Rights Agreement is hereby deleted and replaced amended to read in its entirety with as follows: "Until the following: “Purchase earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date and Sale at (ii) the Closing. Upon Close of Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board of Directors upon approval by a majority of the Continuing Directors prior to such time as any Person becomes an Acquiring Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being the "Distribution Date")), provided, however, that notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred by virtue of the Merger Agreement or by virtue of any of the transactions contemplated by the Merger Agreement), (x) the Rights will be evidenced (subject to the conditions provisions of this Agreement, at Section 3(b) hereof) by the Closing, Seller will, or will cause certificates for shares of Common Stock registered in the applicable Asset Selling Entity to, sell, assign, transfer, convey and deliver to Buyer names of the holders thereof (or one or more of its Affiliates, which certificates shall also be deemed to be designated Rights Certificates) and not by Buyer)separate Rights Certificates, and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity), (ay) the Equity Interests, (b) right to receive Rights Certificates will be transferable only in connection with the Transferred IP, (c) the Transferred Contract, and (d) the inventory included in the calculation of the Inventory Value, in each case, free and clear of all Liens other than Transaction Liens (collectively, the “Closing Assets”). In consideration of the sale and transfer of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Purchase Price”) shares of (A) US$23,005,256 in cash, less (B) the Original Other Business Assets Price, plus (C) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount of any Consent Payments not previously satisfied by Seller, plus (F) all Cash and Cash Equivalents of the Company at the Closing, plus (G) 50% of all Closing Asset Transfer Fees and Expenses paid by Seller or its Affiliates prior to the Closing, less (H) the amount of Excess Incentive Obligations, if any. Any amounts payable to Seller under this Section 2.01 shall be paid by Buyer in cash by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, to be so designated no later than three Business Days prior to the Closing. Seller and Buyer hereby agree that the successful completion of the China Closing shall take place prior to, and be a condition precedent to the Closing hereof. Seller and Buyer further agree that the transfer price of the Equity Interests set forth under the China Equity Interests Transfer Agreement shall not become due and payable until the Closing hereof, and is included in the Closing Purchase Price hereunderCommon Stock.”

Amendment of Section. 2.011(A). Section 2.01 1(a) of the Rights Agreement is hereby deleted amended to add the following clause immediately after the end of clause (iii) of Section 1(a) and replaced in its entirety with the following: “Purchase and Sale at the Closing. Upon the terms and subject immediately prior to the conditions penultimate sentence of Section 1(a): "; (iv) notwithstanding anything contained in this Rights Agreement (other than the following clauses (v) and (vi) of this Section 1(a)) to the contrary, no HMTF Purchaser nor any Affiliate thereof, and no Chase Purchaser nor any Affiliate thereof, shall, for purposes of this Rights Agreement, at be deemed to Beneficially Own any Common Shares by reason of its Beneficial Ownership of any securities acquired, directly or indirectly, upon consummation of the ClosingTransactions (including, Seller willwithout limitation, the Series B Preferred Stock, the Series C Stock, the Conversion Shares, the Warrants, the Warrant Shares or any Common Shares or other securities that may be received as a result of dividends or payments on, or will cause the applicable Asset Selling Entity exercise of preemptive rights with respect to, sellthe Series B Preferred Stock, assignthe Series C Stock, transferWarrant Shares or Conversion Shares; the foregoing securities are referred to collectively herein as the "Excluded Shares"); (v) notwithstanding anything contained in the Rights Agreement to the contrary, convey (A) no HMTF Purchaser nor any Affiliate thereof shall be deemed to be an "ACQUIRING PERSON" unless and deliver until the Common Shares Beneficially Owned by all HMTF Purchasers and their Affiliates exceed 7.5% of the Common Shares then outstanding (and, for purposes of any calculation with respect thereto, the Excluded Shares (whether owned by an HMTF Purchaser or an Affiliate or by a Chase Purchaser or an Affiliate) shall not otherwise be deemed to Buyer be Beneficially Owned for purposes hereof and thus shall not be included in any such calculation unless and until the Common Shares Beneficially Owned by all HMTF Purchasers and their Affiliates (or one or more other than the Excluded Shares) exceeds 7.5% of the Common Shares then outstanding, at which time all Excluded Shares shall be deemed Beneficially Owned by such HMTF Purchaser and each of its Affiliates, to be designated by Buyer), ) and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity), (a) the Equity Interests, (b) the Transferred IP, (c) the Transferred Contract, and (d) the inventory included in the calculation of the Inventory Value, in each case, free and clear of all Liens other than Transaction Liens (collectively, the “Closing Assets”). In consideration of the sale and transfer of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Purchase Price”) of (A) US$23,005,256 in cash, less (B) no Chase Purchaser nor any Affiliate thereof shall be deemed to be an "ACQUIRING PERSON" unless and until the Original Other Business Assets PriceCommon Shares Beneficially Owned by all Chase Purchasers and their Affiliates exceed 7.5% of the Common Shares then outstanding (and, plus (C) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount for purposes of any Consent Payments calculation with respect thereto, the Excluded Shares (whether owned by an HMTF Purchaser or an Affiliate or by a Chase Purchaser or an Affiliate) shall not previously satisfied otherwise be deemed to be Beneficially Owned for purposes hereof and thus shall not be included in any such calculation unless and until the Common Shares Beneficially Owned by Seller, plus all Chase Purchasers and their Affiliates (Fother than the Excluded Shares) all Cash and Cash Equivalents exceed 7.5% of the Company Common Shares then outstanding, at which time all Excluded Shares shall be deemed Beneficially Owned by such Chase Purchaser and each of its Affiliates); or (vi) notwithstanding anything contained in the ClosingRights Agreement to the contrary, plus (G) 50% no Purchaser nor any of all Closing Asset Transfer Fees and Expenses paid by Seller its Affiliates shall be deemed to be an "ACQUIRING PERSON" if it or its Affiliates prior to or both shall acquire more than 7.5% of the Closing, less Common Shares (Hother than the Excluded Shares) the amount and it shall have divested such number of Excess Incentive Obligations, if any. Any amounts payable to Seller under this Section 2.01 Common Shares as shall be paid by Buyer in cash by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, to be required so designated no later than three Business Days prior to the Closing. Seller and Buyer hereby agree that the successful completion number of Common Shares Beneficially Owned by such Purchaser and its Affiliates (other than the Excluded Shares) after giving effect to such divestiture is less than 7.5% of the China Closing shall take place prior to, and be a condition precedent to Common Shares then outstanding within ten business days following delivery of any written notice from the Closing hereof. Seller and Buyer further agree that the transfer price of the Equity Interests set forth under the China Equity Interests Transfer Agreement shall not become due and payable until the Closing hereof, and is included in the Closing Purchase Price hereunderCompany requesting such divestiture.”"