Common use of Amendment to SPA Clause in Contracts

Amendment to SPA. The Company (by its signature below) and Assignee acknowledge that immediately after giving effect to the assignment contemplated by this Agreement: (a) Section 2(b) of the SPA is hereby amended in its entirety to provide as follows: “The Company shall pay: (i) to Laurus Capital Management, LLC (“LCM”), the investment manager of the Purchaser, a non-refundable payment in an amount equal to $118,846.00 (the “LCM Payment”); (ii) to Valens Capital Management, LLC (“VCM”), the investment manager of Valens U.S. SPV I, LLC (“Valens U.S.”), and Valens Offshore SPV II, Corp. (“Valens Offshore”) a non-refundable payment in an amount equal to $78,462.00 (the “VCM Payment”); (iii) to Valens U.S.: (A) a non-refundable payment in an amount equal to $8,000 (the “First Valens U.S. Payment”); and (B) an advance prepayment discount deposit equal to $8,000 (the “Second Valens U.S. Payment, and together with the First Valens U.S. Payment, the “Valens U.S. Payments”); and (iv) to Valens Offshore, a non-refundable payment in an amount equal to (A) $32,000 (the “First Valens Offshore Payment”); and (B) an advance prepayment discount deposit equal to $32,000 (the “Second Valens Offshore Payment, and together with the First Valens Offshore Payment, the “Valens Offshore Payments”). The LCM Payment, the VCM Payment, the Valens U.S. Payments and the Valens Offshore Payments are intended to defray certain of the due diligence, legal and other expenses incurred by each of them in connection with the entering into of this Agreement and the Related Agreements and all related matters. Each of the foregoing payments in clauses (i) and (ii) above shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason. The payments set forth in (b)(i) — (b)(iv) above (net of any deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to (a) that certain Escrow Agreement by and among the Company, the Assignor and the escrow agent referred to therein dated as of the date hereof, and (b) that certain Escrow Agreement by and among the Company, Valens U.S. and the escrow agent referred to therein dated as of the date hereof (c) that certain Escrow Agreement by and among the Company, Valens Offshore and the escrow agent referred to therein dated as of the date hereof and (iv) a disbursement letter (the “Disbursement Letter”) (net of the $13,461.54 deposit previously paid by the Company). (b) Section 2(c) of the SPA is hereby amended in its entirety to provide as follows: “[Intentionally Omitted].”

Amendment to SPA. The Company (by its signature below) and Assignee acknowledge that immediately after giving effect to the assignment contemplated by this Agreement: (a) Section 2(b) of the SPA is hereby amended in its entirety to provide as follows: “The Company shall pay: (i) to Laurus Capital Management, LLC (“LCM”), the investment manager of the Purchaser, a non-refundable payment in an amount equal to $118,846.00 (the “LCM Payment”); (ii) to Valens Capital Management, LLC (“VCM”), the investment manager of Valens U.S. SPV I, LLC (“Valens U.S.”), and Valens Offshore SPV II, Corp. (“Valens Offshore”) a non-refundable payment in an amount equal to $78,462.00 (the “VCM Payment”); (iii) to Valens U.S.: (A) a non-refundable payment in an amount equal to $8,000 (the “First Valens U.S. Payment”); and (B) an advance prepayment discount deposit equal to $8,000 (the “Second Valens U.S. Payment, and together with the First Valens U.S. Payment, the “Valens U.S. Payments”); and (iv) to Valens Offshore, a non-refundable payment in an amount equal to (A) $32,000 (the “First Valens Offshore Payment”); and (B) an advance prepayment discount deposit equal to $32,000 (the “Second Valens Offshore Payment, and together with the First Valens Offshore Payment, the “Valens Offshore Payments”). The LCM Payment, the VCM Payment, the Valens U.S. Payments and the Valens Offshore Payments are intended to defray certain of the due diligence, legal and other expenses incurred by each of them in connection with the entering into of this Agreement and the Related Agreements and all related matters. Each of the foregoing payments in clauses (i) and (ii) above shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason. The payments set forth in (b)(i) — (b)(iv) above (net of any deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to (a) that certain Escrow Agreement by and among the Company, the Assignor and the escrow agent referred to therein dated as of the date hereof, and (b) that certain Escrow Agreement by and among the Company, Valens U.S. and the escrow agent referred to therein dated as of the date hereof (c) that certain Escrow Agreement by and among the Company, Valens Offshore and the escrow agent referred to therein dated as of the date hereof and (iv) a disbursement letter (the “Disbursement Letter”) (net of the $13,461.54 deposit previously paid by the Company). (b) Section 2(c) of the SPA is hereby amended in its entirety to provide as follows: “"[Intentionally Omitted].”