Amendment to Paragraph 3. 2. Paragraph 3.2 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Paragraph 3. Paragraph 3 of the Agreement shall be modified such that the duties of the Employee, on or after the date of this Amendment and for the balance of the Employment Term shall be as follows: The Employee shall serve as a member of the Company's Board of Directors and as the chairman of the Company subject to the authority and direct supervision of the Board of Directors of the Company and shall perform such duties for the Company, the Company's affiliates, subsidiaries, divisions and operating units as may be assigned to him from time to time by the Board of Directors of the Company and as are consistent with the usual duties of an employee of his status. The Employee shall not be required to perform services at a location other than the current principal office of the Company, or a successor principal office established by the Company in New York County; provided, however, that the Employee may be required to travel consistent with his past practice.
Amendment to Paragraph 3. Paragraph 3 of the Stock Exchange Agreement is hereby amended to read in its entirety as follows: "At Closing, Matrix will cancel all non-qualified stock options (covering 9,000 Matrix shares) that it has granted and that remain outstanding as of the date hereof, and AvTel will issue to the beneficiaries thereof, 22, 338 AvTel non-qualified stock options, after giving effect to the Merger and Reverse Stock Split, having the exercise period and exercise price set forth in Exhibit B hereto."
Amendment to Paragraph 3. 3(a). Paragraphs 3.3(a)(3) through 3.3(a)(6) of the Agreement are hereby amended and restated to read in their entirety as follows:
Amendment to Paragraph 3. Paragraph 3 is hereby amended by deleting the number “1,121,250” and replacing it with the number “2,201,250.” Except as explicitly amended hereby, the Sponsor Agreement shall continue, without amendment, in full force and effect from and after the date hereof. The provisions of Sections 12, 13 and 14 of the Sponsor Agreement are incorporated by reference into this letter agreement and shall apply mutatis mutandis to this letter agreement. This letter agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Please indicate your agreement to the terms of this Sponsor Agreement by signing where indicated below. Very truly yours, MARQUEE RAINE ACQUISITION SPONSOR LP By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director Acknowledged and agreed as of the date of this Sponsor Agreement: MARQUEE RAINE ACQUISITION CORP. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Chief Executive Officer