Amendment Agreement Sample Contracts

Lion Consulting Group – Amendment Agreement (June 8th, 2018)

This Amendment Agreement (the "Agreement"), dated as of June 5, 2018, is entered into by and between Cantabio Pharmaceuticals Inc., a Delaware corporation (the "Company"), and YA II PN, Ltd. (the "Note Holder") and is the basis for the amendment of four convertible notes (as discussed below) the Company issued to the Note Holder.

M III Acquisition Corp. – Amended and Restated Founder Shares Amendment Agreement (June 7th, 2018)

This Amended and Restated Founder Shares Amendment Agreement amends and restates in its entirety the Founder Shares Amendment Agreement dated March 26, 2018 by and among Buyer, the Seller, Sponsor, Osbert Hood and Philip Marber (the "Original Agreement"). Subsequent to the consummation of the transactions contemplated by the Merger ("Closing"), (i) M III LLC distributed Founder Shares to certain of its members and (ii) the parties hereto have agreed to amend the vesting provisions set forth in the Original Agreement. This Amended and Restated Founder Shares Amendment Agreement amends and restates the Original Agreement to give effect to the foregoing.

Amendment Agreement (May 29th, 2018)

RISE GOLD CORP., a Nevada company, having its principal business office at Suite 488, 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7

Cryo-Cell International – Amendment Agreement (May 24th, 2018)

This Amendment Agreement is entered into and effective as of December 1, 2017, by and between Cryo-Cell International, Inc. (the Company) and Oleg Mikulinsky (the Executive).

EVO Payments, Inc. – Incremental Term Loan Amendment Agreement (May 7th, 2018)

THIS INCREMENTAL TERM LOAN AMENDMENT AGREEMENT dated as of April 3, 2018 (this Agreement) is by and among the Lenders identified on the signature pages hereto (collectively, the Incremental Lenders), EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the Borrower), the Guarantors identified herein, and SUNTRUST BANK, as Administrative Agent, Swingline Lender and Issuing Bank. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

EVO Payments, Inc. – Incremental Amendment Agreement (May 7th, 2018)

THIS INCREMENTAL AMENDMENT AGREEMENT dated as of October 24, 2017 (this Agreement) is by and among SUNTRUST BANK, CITIBANK, N.A., REGIONS BANK, BANK OF AMERICA, N.A., and CITIZENS BANK, N.A. (collectively, the Incremental Lenders), EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the Borrower), the Guarantors identified herein, and SUNTRUST BANK, as Administrative Agent, Swingline Lender and Issuing Bank. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

Amendment Agreement No. 11 on Making Amendments to Certain Provisions of Non- Revolving Facility Agreement No. 8507 Dated October 9, 2012 and of Amendment Agreement No. 6 Dated March 4, 2016 to Non-Revolving Facility Agreement No. 8507 Dated October 9, 2012 (April 5th, 2018)

SBERBANK OF RUSSIA Public Joint Stock Company (Sberbank of Russia), further on referred to as the Lender, represented by Olga Vasilievna Kharlamova, Senior Managing Director, Head of Lending and Project Finance Division of the Lending Department of Sberbank of Russia, acting by virtue of Articles of Association and Power of Attorney No. 825- dated August 18, 2017, on the one hand, and

Amendment Agreement No. 12 on Making Amendments to Certain Provisions of Non- Revolving Facility Agreement No. 5593 Dated October 9, 2012 and of Amendment Agreement No. 7 Dated March 4, 2016 to Non-Revolving Facility Agreement No. 5593 Dated October 9, 2012 (April 5th, 2018)

SBERBANK OF RUSSIA Public Joint Stock Company (Sberbank of Russia), further on referred to as the Lender, represented by Olga Vasilievna Kharlamova, Senior Managing Director, Head of Lending and Project Finance Division of the Lending Department of Sberbank of Russia, acting by virtue of Articles of Association and Power of Attorney No. 825- dated August 18, 2017, on the one hand, and

Amendment Agreement No. 11 on Making Amendments to Certain Provisions of Non- Revolving Facility Agreement No. 8508 Dated October 9, 2012 and of Amendment Agreement No. 6 Dated March 4, 2016 to Non-Revolving Facility Agreement No. 8508 Dated October 9, 2012 (April 5th, 2018)

SBERBANK OF RUSSIA Public Joint Stock Company (Sberbank of Russia), further on referred to as the Lender, represented by Olga Vasilievna Kharlamova, Senior Managing Director, Head of Lending and Project Finance Division of the Lending Department of Sberbank of Russia, acting by virtue of Articles of Association and Power of Attorney No. 825- dated August 18, 2017, on the one hand, and

Amendment Agreement No. 13 on Making Amendments to Certain Provisions of Non- Revolving Facility Agreement No. 5594 Dated October 9, 2012 and of Amendment Agreement No. 8 Dated March 4, 2016 to Non-Revolving Facility Agreement No. 5594 Dated October 9, 2012 (April 5th, 2018)

SBERBANK OF RUSSIA Public Joint Stock Company (Sberbank of Russia), further on referred to as the Lender, represented by Olga Vasilievna Kharlamova, Senior Managing Director, Head of Lending and Project Finance Division of the Lending Department of Sberbank of Russia, acting by virtue of Articles of Association and Power of Attorney No. 825- dated August 18, 2017, on the one hand, and

SEVENTH Amendment Agreement (April 2nd, 2018)

This Seventh Amendment Agreement (this "Amendment") is entered into this 29th day of March 2018, by and among BENEFITFOCUS, INC., a Delaware corporation (the "Parent"), BENEFITFOCUS.COM, INC., a South Carolina corporation ("Benefitfocus.com"), and BENEFITSTORE, INC., a South Carolina corporation ("BenefitStore", and together with the Parent and Benefitfocus.com, each individually, a "Borrower", and collectively, the "Borrowers"), the several banks and other financial institutions or entities party hereto (each a "Lender" and, collectively, the "Lenders"), and SILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such capacity, the "Administrative Agent").

M III Acquisition Corp. – Founder Shares Amendment Agreement (March 29th, 2018)

Reference is made to (i) that certain agreement and plan of merger (as amended, supplemented or otherwise modified from time to time, the Merger Agreement), dated as of November 3, 2017, by and among M III Acquisition Corp., a Delaware corporation (Buyer), Wind Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer, Wind Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer, IEA Energy Services LLC, a Delaware limited liability company (the Company), Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company (the Seller), the seller representative party thereto, and for the limited purposes set forth therein, the Sponsor (as defined below), (ii) that certain letter agreement (the Insider Letter), dated July 7, 2016, between Buyer and Cantor Fitzgerald & Co. and each of M III Sponsor I LLC, a Delaware limited liability company (M III LLC), and M III Sponsor I LP, a Delaware limited partnership (M

ADT, Inc. – Incremental Assumption and Amendment Agreement No. 6 (March 19th, 2018)

SIXTH AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of March 16, 2018 (this Agreement), among PRIME SECURITY SERVICES HOLDINGS, LLC, a Delaware limited liability company (Holdings), PRIME SECURITY SERVICES BORROWER, LLC, a Delaware limited liability company (the Borrower), the LENDERS party hereto from time to time and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders.

Amendment Agreement (March 15th, 2018)

This AMENDMENT AGREEMENT, dated as of March 13, 2018 (this "Agreement"), is made by and among ALLIQUA BIOMEDICAL, INC., a Delaware corporation (the "Borrower"), AQUAMED TECHNOLOGIES, INC., a Delaware corporation (the "Guarantor"; each of the Borrower and the Guarantor also is referred to herein individually as an "Obligor" and collectively as the "Obligors"), and PERCEPTIVE CREDIT HOLDINGS, LP, a Delaware limited partnership (the "Lender"). Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement (defined below).

Amendment Agreement No. 4 (March 7th, 2018)

THIS AMENDMENT AGREEMENT NO. 4 (this "Amendment"), dated as of January 5, 2018, is made among NanoString Technologies, Inc., a Delaware corporation (the "Borrower"), the Subsidiary Guarantors listed on the signature pages hereof under the heading "SUBSIDIARY GUARANTORS" (each a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors", and together with the Borrower, each an "Obligor" and, collectively, the "Obligors") and the Lenders listed on the signature pages hereof under the heading "LENDERS" (each a "Lender" and, collectively, the "Lenders").

Frank's International N.V. – This Agreement ("Amendment Agreement No. 10") Is Made Effective as Per the 1stday of December, 2017 ("Amendment 10 Date") (February 27th, 2018)

Frank's International Management B.V., a private limited liability company organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, The Netherlands, with address Mastenmakersweg 1, 1786 PB Den Helder, The Netherlands, registered with the trade register under number 50802275 ("FIM");

BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co – Assignment, Assumption and Amendment Agreement (January 24th, 2018)

This Assignment, Assumption and Amendment Agreement (this "Agreement") is made as of December 21, 2017, by and among Estre USA Inc. (f/k/a Boulevard Acquisition Corp. II), a Delaware corporation (the "Company"), Estre Ambiental, Inc. (f/k/a Boulevard Acquisition Corp II Cayman Holding Company), an exempted company limited by shares incorporated under the laws of the Cayman Islands ("Newco"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Warrant Agent").

PAVmed Inc. – Amendment Agreement (January 4th, 2018)

This Amendment Agreement (this "Agreement") is made and entered into as of October 18, 2017, by and among PAVmed, Inc., a Delaware corporation (the "Company"), and each of the holders of (i) shares of the Company's Series A-1 Preferred Stock and (ii) Series A-1 Warrants (as such terms are defined below) who are identified on the signature page of this Agreement as a "Holder" (each, a "Holder" and collectively, the "Holders"). The Company and the Holders are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Ener-Core Inc. – Amendment Agreement (December 28th, 2017)

This AMENDMENT AGREEMENT (the "Amendment"), dated as of December 28, 2017, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 8965 Research Drive, Suite 100, Irvine, California 92618 (the "Company"), and the investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the applicable SPA (as defined below), as applicable.

Ener-Core Inc. – Amendment Agreement (December 28th, 2017)

This AMENDMENT AGREEMENT (the "Amendment"), dated as of December 28, 2017, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 8965 Research Drive, Suite 100, Irvine, California 92618 (the "Company"), and the investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the November 2016 SPA (as defined below), as applicable.

Boulevard Acquisition Corp. II – Assignment, Assumption and Amendment Agreement (December 27th, 2017)

This Assignment, Assumption and Amendment Agreement (this Agreement) is made as of December 21, 2017, by and among Estre USA Inc. (f/k/a Boulevard Acquisition Corp. II), a Delaware corporation (the Company), Estre Ambiental, Inc. (f/k/a Boulevard Acquisition Corp II Cayman Holding Company), an exempted company limited by shares incorporated under the laws of the Cayman Islands (Newco), and Continental Stock Transfer & Trust Company, a New York corporation (the Warrant Agent).

Dorian Lpg Ltd. – Amendment Agreement Relating to Loan Agreement (December 14th, 2017)

THIS AMENDMENT AGREEMENT RELATING TO LOAN AGREEMENT (this "Amendment") is made as of the 8th day of December, 2017, by and among (i) CNML LPG TRANSPORT LLC, CMNL LPG TRANSPORT LLC and CJNP LPG TRANSPORT LLC, each a limited liability company organized under the laws of the Republic of the Marshall Islands, as joint and several borrowers (the "Borrowers"), (ii) DORIAN LPG LTD., as parent guarantor (the "Guarantor"), (iii) the banks, financial institutions and institutional lenders whose names and addresses are set out in Schedule 1 thereto, as lenders, and (iv) DNB BANK ASA, NEW YORK BRANCH ("DNB Bank"), as Facility Agent and Security Trustee (each term as hereinafter defined), and amends and is supplemental to the Loan Agreement, dated as of June 8, 2017, (as amended by the release and reassignment relating to CORSAIR LPG TRANSPORT LLC dated November 7, 2017, the "Original Agreement"), made by and among (i) the Borrowers, (ii) DNB MARKETS, INC., as mandated lead arranger (in such capaci

Sysorex Global Holdings Corp. – Amendment Agreement (December 12th, 2017)

This AMENDMENT AGREEMENT (this "Agreement") is made and entered into as of December 11, 2017 by and between Inpixon, a Nevada corporation (the "Company"), and the signatories hereto (each a "Holder" and collectively, the "Holders"). This Agreement amends the Debentures (as defined below) and the SPA (as defined below). In this Agreement, the Company and the Holders are sometimes referred to singularly as a "party" and collectively as the "parties". Capitalized terms not otherwise defined herein shall have the meanings set forth in the Debentures or the SPA.

Lion Consulting Group – Amendment Agreement (November 27th, 2017)

This Amendment Agreement (the "Agreement"), dated as of November 20, 2017, is entered into by and between Cantabio Pharmaceuticals Inc., a Delaware corporation (the "Company"), and YA II PN, Ltd. (the "Note Holder") and is the basis for the amendment of three convertible notes (as discussed below) the Company issued to the Note Holder.

Gores Holdings, Inc. – Incremental Assumption and Amendment Agreement No. 3 (November 20th, 2017)

This INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 3 (this "Agreement"), dated as of November 20, 2017, is made by and among HB Holdings, LLC, a Delaware limited liability company ("Holdings"), Hostess Brands, LLC, a Delaware limited liability company (the "Borrower"), each "Subsidiary Loan Party" listed on the signature pages hereto (each, a "Subsidiary Loan Party" and, collectively, jointly and severally, the "Subsidiary Loan Parties"), Hostess Holdco, LLC, a Delaware limited liability company ("Parent Holdco"), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent under the Existing First Lien Credit Agreement (as defined below) (the "Administrative Agent"), and each of the Lenders party hereto.

Signature Group Hold – AMENDMENT AGREEMENT TO THE FACTORING AGREEMENT Between TARGO Commercial Finance AG (Formerly GE Capital Bank AG) Heinrich-Von-Brentano-Strasse 2, 55130 Mainz, Germany -Hereinafter Referred to as "TARGOCF"- (November 17th, 2017)

TARGOCF and the ORIGINATOR have entered into a factoring agreement dated 25/26 February 2015 (hereinafter referred to, and together with, all addenda, amendment and supplementary agreements made prior to the date hereof, as the "Factoring Agreement"). The provisions set out in this agreement will prevail over any conflicting provisions in the Factoring Agreement. Unless defined otherwise in this agreement, terms in italics have the meaning given to them in Part F (Definitions) of the Factoring Agreement.

Oxis International – Amendment Agreement (November 14th, 2017)

This Amendment Agreement ("Agreement") is made and entered into as of October 10, 2017, by and among GT Biopharma Inc., a Delaware corporation (the "Company"), and the parties identified on the signature page hereto (each a "Warrant Holder" and collectively, "Warrant Holders"). Capitalized terms used but not defined herein will have the meanings assigned to them in the Warrant Exercise Agreements (as defined below).

Oxis International – Amendment Agreement (November 14th, 2017)

This Amendment Agreement ("Agreement") is made and entered into as of October 10, 2017, by and among GT Biopharma Inc., a Delaware corporation (the "Company"), and the parties identified on the signature page hereto (each a "Preferred Stockholder" and collectively, "Preferred Stockholders"). Capitalized terms used but not defined herein will have the meanings assigned to them in the Preferred Stock Exchange Agreements (as defined below).

Oxis International – Amendment Agreement (November 14th, 2017)

This Amendment Agreement ("Agreement") is made and entered into as of October 10, 2017, by and among GT Biopharma Inc., a Delaware corporation (the "Company"), and the parties identified on the signature page hereto (each a "Note Holder" and collectively, "Note Holders"). Capitalized terms used but not defined herein will have the meanings assigned to them in the Note Conversion Agreements (as defined below).

General Maritime Corp – Amendment Agreement (November 9th, 2017)

THIS AMENDMENT AGREEMENT (hereinafter called the "Amendment Agreement") is made and entered into on this 26th day of September 2017

CM Finance Inc – This AMENDMENT AGREEMENT, Dated as of September 1, 2017 (This "Amendment Agreement"), Is Entered Into Among: (November 7th, 2017)
Pacific Biosciences Of California – Fifth Lease Amendment Agreement (November 2nd, 2017)

This FIFTH LEASE AMENDMENT AGREEMENT (this "Agreement") is entered into as of September 28 , 2017 (the "Effective Date"), by and between Peninsula Innovation Partners, LLC, a Delaware limited liability company ("Landlord") and Pacific Biosciences of California, Inc., a Delaware corporation ("Tenant").

Amendment Agreement No. 4 (October 25th, 2017)

AMENDMENT AGREEMENT NO. 4, dated as of August 15, 2017 (this "Amendment"), by and among POLYONE CORPORATION, an Ohio corporation (the "Borrower"), the other Loan Parties party hereto, the existing Lenders (the "Existing Lenders") under, and as defined in, the Credit Agreement (as hereinafter defined) party hereto, CITIBANK, N.A. ("Citibank"), as the Administrative Agent, and the Additional Term B-3 Lender (as hereinafter defined).

Secoo Holding Ltd – Amendment Agreement (August 25th, 2017)

SPD SILICON VALLEY BANK CO., LTD. (as financing bank) and the Client (as borrower) have entered into a Facility Agreement (Facility Agreement) dated May 11th, 2016 (Ref. No. CL201511002) and other related documents (together with any modification, amendment, supplement of/to the foregoing, hereinafter as the Finance Documents). Pursuant to the Finance Documents, the Financing Bank agrees to make available to the Client the facility up to RMB50,000,000.00 (hereinafter as the Facility). Based on the foregoing, the parties hereby further agree to reach the amendment and/or supplementary clause as below (hereinafter as the Amendment Agreement).

Twelfth Amendment Agreement (August 8th, 2017)

WHEREAS, the Borrowers, Agent and the Lenders are parties to that certain Credit Agreement, dated as of December 9, 2008 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the "Credit Agreement");