Amendment Agreement Sample Contracts

S&W Seed Company – Sixth Amendment Agreement (September 20th, 2018)

WHEREAS, Borrower and Lender are parties to that certain Credit and Security Agreement, dated as of September 22, 2015 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the "Credit Agreement");

Toughbuilt Industries, Inc – Securities Amendment Agreement (September 18th, 2018)

THIS SECURITIES AMENDMENT AGREEMENT (the "Agreement"), dated as of August 22, 2018, is entered into by and between toughbuilt industries, inc., a Nevada corporation (the "Company"), and the party identified as "Holder" on the signature page hereto (the "Holder").

Pacific Special Acquisition Corp. – Amendment Agreement (Xiu Ding Han Bian Hao /Ref. No.: CL201508001-002) Li Shu Yu /Belonging To: Shou Xin Xie Yi /Facility Agreement (Bian Hao /Ref. No.: CL201508001) (September 14th, 2018)

Rong Zi Xing Ke Hu Financing Bank Client Pu Fa Huo Gu Yin Xing You Xian Gong Si Bo Si Wei Xi Tong Xiang Gang You Xian Gong Si SPD SILICON VALLEY BANK CO., LTD. BORQS Hong Kong Limited Zhu Suo Di Zhu Suo Di with address at with address at Shang Hai Shi Yang Pu Qu Da Lian Lu 588Hao Bao Di Yan Chang BZuo 21Lou 200082 21/F, Block B, Baoland Plaza, No. 588, Dalian Road, Shanghai 200082 Office B, 21/F., Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong Yi Shang Dang Shi Ren Zai Ben Xie Yi Zhong Jian Cheng Wei "Rong Zi Xing " Yi Shang Dang Shi Ren Zai Ben Xie Yi Zhong Jian Cheng Wei "Ke Hu " hereinafter referred to as "Financing Bank" hereinafter referred to as "Client"

Pacific Special Acquisition Corp. – Amendment Agreement (Xiu Ding Han Bian Hao /Ref. No.: CL201508001-001) Li Shu Yu /Belonging To: Shou Xin Xie Yi /Facility Agreement (Bian Hao /Ref. No.: CL201508001) (September 14th, 2018)

SPD SILICON VALLEY BANK CO., LTD. (as financing bank) and the Client (as borrower) have entered into a Facility Agreement ("Facility Agreement") dated August 31st, 2015 (Ref. No. CL201508001) 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 USD3,000,000.00 (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").

Pacific Special Acquisition Corp. – Amendment Agreement (Xiu Ding Han Bian Hao /Ref. No.: CL201606008-001) Li Shu Yu /Belonging To: Shou Xin Xie Yi /Facility Agreement (Bian Hao /Ref. No.: CL201606008) (September 14th, 2018)

Rong Zi Xing Ke Hu Financing Bank Client Pu Fa Huo Gu Yin Xing You Xian Gong Si Bo Si Tong Xun Ji Zhu (Bei Jing )You Xian Gong Si SPD SILICON VALLEY BANK CO., LTD. Borqs Beijing Ltd. Zhu Suo Di Zhu Suo Di with address at with address at Shang Hai Shi Yang Pu Qu Da Lian Lu 588Hao Bao Di Yan Chang BZuo 21Lou Bei Jing Shi Hai Dian Qu Ba Li Zhuang Lu 62Hao Yuan 1Hao Lou 8Ceng 943Shi 200082 21/F, Block B, Baoland Plaza, Room 943, 8/F, Building No. 1, No. 62, Balizhuang Road, Haidian District, Beijing No. 588, Dalian Road, Shanghai 200082 Yi Shang Dang Shi Ren Zai Ben Xie Yi Zhong Jian Cheng Wei "Rong Zi Xing " Yi Shang Dang Shi Ren Zai Ben Xie Yi Zhong Jian Cheng Wei "Ke Hu " hereinafter referred to as "Financing Bank"

Pacific Special Acquisition Corp. – Amendment Agreement (September 14th, 2018)

SPD SILICON VALLEY BANK CO., LTD. (as Financing Bank) and the Client (as borrower) have entered into the Facility Agreement for Working Capital Loans dated Jul. 20th, 2016 (Ref. No.: CL201606008), an Amendment Agreement dated , 2017 (Ref. No.: CL201606008-001) (such Facility Agreement for Working Capital Loans and Amendment Agreements shall be hereinafter collectively referred to as the "Facility Agreement") 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 Clients the facility up to RMB15,000,000.00 (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").

Pacific Special Acquisition Corp. – Amendment Agreement (Xiu Ding Han Bian Hao /Ref. No.: CL201508001-003) Li Shu Yu /Belonging To: Shou Xin Xie Yi /Facility Agreement (Bian Hao /Ref. No.: CL201508001) (September 14th, 2018)

Rong Zi Xing Ke Hu Financing Bank Client Pu Fa Huo Gu Yin Xing You Xian Gong Si Bo Si Wei Xi Tong Xiang Gang You Xian Gong Si SPD SILICON VALLEY BANK CO., LTD. BORQS Hong Kong Limited Zhu Suo Di Zhu Suo Di with address at with address at Shang Hai Shi Yang Pu Qu Da Lian Lu 588 Hao Bao Di Yan Chang B Zuo 21 Lou 200082 21/F, Block B, Baoland Plaza, Office B, 21/F, Legend Tower, 7 Shing Yip No. 588, Dalian Road, Shanghai 200082 Street, Kwun Tong, Kowloon, Hong Kong Yi Shang Dang Shi Ren Zai Ben Xie Yi Zhong Jian Cheng Wei "Rong Zi Xing " Yi Shang Dang Shi Ren Zai Ben Xie Yi Zhong Jian Cheng Wei "Ke Hu " hereinafter referred to as "Financing Bank" hereinafter ref

Pacific Special Acquisition Corp. – Amendment Agreement (Xiu Ding Han Bian Hao /Ref. No.: CL201606008-003) Li Shu Yu /Belonging To: Shou Xin Xie Yi /Facility Agreement (Bian Hao /Ref. No.: CL201606008) (September 14th, 2018)

SPD SILICON VALLEY BANK CO., LTD. (as Financing Bank) and the Client (as borrower) have entered into the Facility Agreement for Working Capital Loans dated July 20th, 2016 (Ref. No.: CL201606008), an Amendment Agreement dated July 20th, 2017 (Ref. No.: CL201606008-001), an Amendment Agreement dated August 31st, 2017 (Ref. No.: CL201606008-002) (such Facility Agreement for Working Capital Loans and Amendment Agreements shall be hereinafter collectively referred to as the "Facility Agreement") 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 RMB25,000,000.00 (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").

Babcock & Brown Air Limited – Fly Spa Amendment Agreement (No. 1) (August 24th, 2018)
Babcock & Brown Air Limited – Fly Spa Amendment Agreement (No. 2) (August 24th, 2018)
Stock Option Amendment Agreement (August 20th, 2018)

THIS STOCK OPTION AMENDMENT AGREEMENT (this "Amendment Agreement") is made by and among, ProPhase Labs, Inc. ("ProPhase" or the "Company"), a Delaware corporation, and Ted Karkus (the "Optionholder").

FS Investment Corp III – Sixth Amendment Agreement (August 14th, 2018)

AMENDMENT AGREEMENT ("Amendment") dated as of May 29, 2018 to the Committed Facility Agreement dated as of October 17, 2014 between BNP Paribas Prime Brokerage International, Ltd. ("BNPP PB") and Burholme Funding LLC ("Customer").

Adaptimmune Therapeutics PLC – Confidential Information Contained in This Document, Marked by [***], Has Been Omitted and Filed Separately With the Securities and Exchange Commission Pursuant to Rule 24b-2 Under the Securities Exchange Act of 1934, as Amended. Amendment Agreement No. 6 (August 2nd, 2018)
Amendment Agreement No. 5 (July 24th, 2018)

AMENDMENT AGREEMENT NO. 5, dated as of April 11, 2018 (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 SUNTRUST BANK, as the Additional Term B-4 Lender (as hereinafter defined).

Nielsen Holdings plc – Amendment Agreement (July 6th, 2018)

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is entered into as of June 29, 2018 among NIELSEN FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, Nielsen), TNC (US) HOLDINGS INC. (formerly known as VNU, Inc.), a New York corporation (together with its successors and assigns, TNC and, together with Nielsen, the U.S. Borrowers), NIELSEN HOLDING AND FINANCE B.V. (formerly known as VNU Holding and Finance B.V.), a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands (together with its successors and assigns, the Dutch Borrower and, together with the U.S. Borrowers, the Borrowers), the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and amends and restates the Original Credit Agreement, dated

Ener-Core Inc. – Amendment Agreement (July 3rd, 2018)

This AMENDMENT AGREEMENT (the "Amendment"), dated as of June 30, 2018, 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.

Ener-Core Inc. – Amendment Agreement (July 3rd, 2018)

This AMENDMENT AGREEMENT (the "Amendment"), dated as of June 30, 2018, 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 Bridge SPA (as defined below), as applicable.

Ener-Core Inc. – Amendment Agreement (July 3rd, 2018)

This AMENDMENT AGREEMENT (the "Amendment"), dated as of June 30, 2018, 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 June 2018 SPA (as defined below), as applicable.

Ener-Core Inc. – Amendment Agreement (July 3rd, 2018)

This AMENDMENT AGREEMENT (the "Amendment"), dated as of June 30, 2018, 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 SPAs (as defined below), as applicable.

RedStone Literary Agents, Inc. – Amendment Agreement (June 29th, 2018)

This Amendment Agreement dated effective as of June 25, 2018 (this "Agreement") between Business Instincts Group Inc. ("BIG") and ICOx Innovations Inc. ("ICOx").

Workhorse Group Inc. – Amendment Agreement (June 29th, 2018)

This AMENDMENT AGREEMENT (the "Amendment"), dated as of June 28, 2018, is made by and between Workhorse Group Inc., a Nevada corporation, (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 Senior Secured Note (as defined below), as applicable.

Spatializer Audio Laboratories – Amendment Agreement (June 26th, 2018)

THIS AMENDMENT AGREEMENT (this "Agreement") is made and entered into as of June 22, 2018 (the "Closing Date") by and between Ameri Holdings, Inc. (the "Company"), a Delaware corporation, and Lone Star Value Investors, LP, the holder of the Preferred Shares (defined below) as of the Closing Date (the "Holder").

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.