Common use of GTC Sections Clause in Contracts

GTC Sections. The following provisions of PST Document GTC are hereby amended as follows: · In Section 3.1(b) (Execution and Validity), in the first sentence, between “further” and “action” insert “corporate, partnership or similar”. · In Section 3.1(c) (No Conflicts), in clause (ii) replace “the Company or any Subsidiary” with “such Party or any of its subsidiaries”. · In Section 3.2(g) (Short Sales and Confidentiality), in the phrase “provided that if the Transactions have been publicly disclosed” insert “material terms of the” before “Transactions”. · Sections 3.3(d) and (e) are deleted in their entirety. · In Section 3.4(g) (Public Filings), in the last full line add “, in light of the totality of the circumstances and public disclosures made,” before the words “not misleading”. · In Section 3.4(i) (Financial Statements), the first sentence shall be replaced with “Since the date of the most recent balance sheet contained in the Most Recent Fiscal Report, the Company and its Subsidiaries have not incurred any Liabilities other than those Liabilities incurred in the ordinary course of the Company's or its Subsidiaries' respective businesses which Liabilities, individually or in the aggregate, do not have, and could not reasonably be expected to result in, a Material Adverse Effect.” · In Section 3.4(j) (Material Changes), in the first sentence delete “audited” and replace “most Recent Annual Report” with “Most Recent Fiscal Report”. · In Section 3.4(p) (Regulatory Permits), after the word “All” at the beginning of the second sentence add “material” before the word “Permits”. · In Section 3.4(r) (Intellectual Property) (A) in the fourth sentence add “materially” before “interfered” and add “material” before “Intellectual Property”, (B) at the end of the fifth sentence add “except for instances that would not reasonably be expected to cause a Material Adverse Effect”, and (C) in the penultimate sentence add “imminent” before “new products” and after “developed” add “and ready to be commercialized”. · In Section 3.4(s) (Insurance), in clause (ii) add “material” before “breach”. · In Section 3.4(t) (Tax Matters), in clause (ii) add “material” before “tax deficiency”. · In Section 3.4(x) (▇▇▇▇▇▇▇▇-▇▇▇▇▇), after “negative conclusions” add “required to be disclosed” in each instance. · In Section 3.4(y) (Internal Accounting Controls), in clause (iii) after “authorizations” add “and policies”. · In Section 3.4(z) (Corporate Records), replace the first sentence with “The minute books of the Company and each Subsidiary contain all existing records of all meetings and actions of the Board of Directors (and its committees) and the stockholders of the Company and such Subsidiary, respectively, and all such records are complete and accurate in all material respects”. · In Section 3.4(ii) (Disclosure), replace “Form S-1 or From F-1” with “Form S-3”. · In Section 4.7 (Reporting), at the end add “, to the extent not available on ▇▇▇▇▇”. · In Section 4.8 (Securities Laws Disclosure), in clause (a) replace “Closing Date” with “execution and delivery of the Securities Purchase Agreement”. · In Section 4.13 (No Inconsistent Agreement), at the end add “in any material respect”. · For clarification, Section 4.15 (Stockholder Approval) is not applicable for this Transaction since the Common Stock is traded on the Bulletin Board which does not have a 20% Rule. · In Section 5.1 (Transfer Restrictions), the second sentence shall be replaced with “In connection with any transfer of Securities or Underlying Shares other than (a) pursuant to an effective Registration Statement or Rule 144(b)(1), (b) to the Company or to an affiliate of a Purchaser (that does not constitute a change in beneficial ownership), or (c) in connection with a pledge as contemplated in Section 5.3 below, the Company may require the transferor thereof to provide the Company with a legal opinion, in form and substance reasonably acceptable to the Company from counsel reasonably acceptable to the Company, or other evidence reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act.” · In Section 5.2(a) (Legends), “Rule 144” shall be replaced with “Rule 144(b)(1)”, and in Section 5.2(b) (Removal of Legends), legend removal is subject to the Holder not being an Affiliate, and any opinion of counsel required before completion of the one year holding period under Rule 144 may require the Holder to represent to the Company in writing that it will sell such shares only in compliance with Rule 144 or Section 4(1) of the Securities Act if such shares are not registered for resale under the Securities Act. · For clarification, to the extent the terms of the Notes are inconsistent with Section 5.2(d) (Failure to Deliver Shares), the terms of the Notes shall control. · In Section 5.4 (Rule 144 Information), in the first sentence after “As long as any Purchaser owns Securities and/or Underlying Shares”, add “(but not more than three years after the Closing Date)”. · For clarification, in Section 5.5 (Reservation of Securities), monthly Liquidated Damages shall cease to accrue upon the Company’s redemption of Underlying Shares pursuant to the last sentence thereof. · In Section 7.5 (Survival), at the end add “for four years following the Closing Date”. · In Section 7.12 (Notices), replace “6:00 p.m.” with “4:30 p.m.” in each instance.

GTC Sections. The following provisions of PST Document GTC are hereby amended as follows: · In Section 3.1(b) (Execution and Validity), in the first sentence, between “further” and “action” insert “corporate, partnership or similar”. · In Section 3.1(c) (No Conflicts), in clause (ii) replace “the Company or any Subsidiary” with “such Party or any of its subsidiaries”. · In Section 3.2(g) (Short Sales and Confidentiality), in the phrase “provided that if the Transactions have been publicly disclosed” insert “material terms of the” before “Transactions”. · Sections 3.3(d) and (e) are deleted in their entirety. · In Section 3.4(g) (Public Filings), in the last full line add “, in light of the totality of the circumstances and public disclosures made,” before the words “not misleading”. · In Section 3.4(i) (Financial StatementsUndisclosed Liabilities), the first sentence shall be replaced with “Since the date of the most recent balance sheet contained in the Most Recent Fiscal Report, the Company and its Subsidiaries have not incurred any Liabilities other than those Liabilities incurred in the ordinary course of the Company's or its Subsidiaries' respective businesses which Liabilities, individually or in the aggregate, do not have, and could not reasonably be expected to result in, a Material Adverse Effect.” · In Section 3.4(j) (Material Changes), in the first sentence delete “audited” and replace “most Recent Annual Report” with “Most Recent Fiscal Report”. · In Section 3.4(p) (Regulatory Permits), after the word “All” at the beginning of the second sentence add “material” before the word “Permits”. · In Section 3.4(r) (Intellectual Property) (A) in the fourth sentence add “materially” before “interfered” and add “material” before “Intellectual Property”, (B) at the end of the fifth sentence add “except for instances that would not reasonably be expected to cause a Material Adverse Effect”, and (C) in the penultimate sentence add “imminent” before “new products” and after “developed” add “and ready to be commercialized”. · In Section 3.4(s) (Insurance), in clause (ii) add “material” before “breach”. · In Section 3.4(t) (Tax Matters), in clause (ii) add “material” before “tax deficiency”. · In Section 3.4(x) (▇▇▇▇▇▇▇▇-▇▇▇▇▇), after “negative conclusions” add “required to be disclosed” in each instance. · In Section 3.4(y) (Internal Accounting Controls), in clause (iii) after “authorizations” add “and policies”. · In Section 3.4(z) (Corporate Records), replace the first sentence with “The minute books of the Company and each Subsidiary contain all existing records of all meetings and actions of the Board of Directors (and its committees) and the stockholders of the Company and such Subsidiary, respectively, and all such records are complete and accurate in all material respects”. · In Section 3.4(ii) (Disclosure), replace “Form S-1 or From F-1” with “Form S-3”. · In Section 4.7 (Reporting), at the end add “, to the extent not available on ▇▇▇▇▇”. · In Section 4.8 (Securities Laws Disclosure), in clause (a) replace “Closing Date” with “execution and delivery of the Securities Purchase Agreement”. · In Section 4.13 (No Inconsistent Agreement), at the end add “in any material respect”. · For clarification, Section 4.15 (Stockholder Approval) is not applicable for this Transaction since the Common Stock is traded on the Bulletin Board which does not have a 20% Rule. · In Section 5.1 (Transfer Restrictions), the second sentence shall be replaced with “In connection with any transfer of Securities or Underlying Shares other than (a) pursuant to an effective Registration Statement or Rule 144(b)(1), (b) to the Company or to an affiliate of a Purchaser (that does not constitute a change in beneficial ownership), or (c) in connection with a pledge as contemplated in Section 5.3 below, the Company may require the transferor thereof to provide the Company with a legal opinion, in form and substance reasonably acceptable to the Company from counsel reasonably acceptable to the Company, or other evidence reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act.” · In Section 5.2(a) (Legends), “Rule 144” shall be replaced with “Rule 144(b)(1)”, and in Section 5.2(b) (Removal of Legends), legend removal is subject to the Holder not being an Affiliate, and any opinion of counsel required before completion of the one year holding period under Rule 144 may require the Holder to represent to the Company in writing that it will sell such shares only in compliance with Rule 144 or Section 4(1) of the Securities Act if such shares are not registered for resale under the Securities Act. · For clarification, to the extent the terms of the Notes Note are inconsistent with Section 5.2(d) (Failure to Deliver Shares), the terms of the Notes Note shall control. · In Section 5.4 (Rule 144 Information), in the first sentence after “As long as any Purchaser owns Securities and/or Underlying Shares”, add “(but not more than three years after the Closing Date)”. · For clarification, in Section 5.5 (Reservation of Securities), monthly Liquidated Damages shall cease to accrue upon the Company’s redemption of Underlying Shares pursuant to the last sentence thereof. · In Section 7.5 (Survival), at the end add “for four years following the Closing Date”. · In Section 7.12 (Notices), replace “6:00 p.m.” with “4:30 p.m.” in each instance.