Amendment to Paragraph 2. 1. Paragraph 2.1 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Paragraph 2. Paragraph 2 of the Stock Exchange Agreement is hereby amended by adding the following sentence at the end of the paragraph: "Prior to the Closing, Matrix shall deliver to AvTel a duly executed Exchange Statement from each holder of a non-qualified stock option of Matrix in the form attached as Exhibit B."
Amendment to Paragraph 2. Paragraph 2 of the Settlement Agreement is hereby amended and restated in its entirety to read:
Amendment to Paragraph 2. The Guaranty is hereby further amended by deleting the first sentence of Paragraph 2 in its entirety and replacing it with the following: “The liability of Guarantors shall not exceed at any time the sum of Fifty Million and 00/100 Dollars ($50,000,000.00) plus all interest thereon plus costs, expenses and all other amounts owing pursuant to the Credit Agreement or any other Loan Document plus all costs and expenses pertaining to the enforcement of this Guaranty and/or the collection of the Indebtedness of the Borrower to Bank, provided that the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.”
Amendment to Paragraph 2. The third sentence of Paragraph 2 to the Amended Fee Agreement is hereby deleted in its entirety and replaced with the following: “The issuance of the Guarantee Fee Preferred Stock shall be contingent such that it will become due and payable immediately prior to completion of the IPO or upon a Change of Control and only if all principal and interest under the Credit Agreement has been repaid prior to consummation thereof or is repaid in connection therewith.
Amendment to Paragraph 2. Paragraph 2 of the Agreement is hereby amended such that the last sentence thereof is amended and restated in its entirety as follows: “The ‘Unamortized Premium Payments’ as of any dater after October 31, 2003, shall be the amount of $133,107.93, which shall be reduced by the amount of $5,787.30 on each January 1, April 1, July 1 and October 1 thereafter during the term of this Agreement until reduced to zero.”
Amendment to Paragraph 2. Paragraph 2 of the Agreement is amended as follows: 2.
Amendment to Paragraph 2. The first sentence of Section 2 of the Employment Agreement is deleted and the following is inserted in lieu thereof: As of August 14, 2006, the Employer hereby employs the Executive as Executive Vice President and Chief Operating Officer, or in such other capacity as shall be mutually agreed between the Employer and the Executive.
Amendment to Paragraph 2. The first sentence of paragraph 2 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: "During the Period of Employment, Executive shall serve as Chairman of the Board of Employer, reporting to the Board. As Chairman of the Board, Executive shall preside at all meetings of the stockholders of Employer and of the Board and shall have such other powers and duties as Executive and Employer may mutually agree. Upon execution of this Amendment, Executive shall deliver a letter to the Board informing the Board that he intends to continue to serve on the Executive Committee of the Board, but shall no longer participate as an ex-officio member of the Audit, Compensation or Capital Commitments Committees of the Board, unless requested by the Board to do so."
Amendment to Paragraph 2. 1. The first paragraph of Paragraph 2.1 of the Agreement is hereby amended and restated to read in its entirety as follows: “Subject to the limitations set forth in this Agreement and Sponsor’s Rights, UNIVERSITY hereby grants to LICENSEE, and LICENSEE hereby accepts, a license under UNIVERSITY’s interest in Patent Rights to make, have made, use, sell, offer for sale, have sold and import Licensed Products and to practice Licensed Methods in the Field, within the Territory and during the Term.”
