Company Uses in Amendment Clause

Amendment from Securities Purchase Agreement

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (the Amendment), dated as of July 13, 2017, is entered into by and among Strongbridge Biopharma plc, an Irish public limited company (the Company), and each person identified on the signature pages hereto (such persons, the Amending Purchasers). This Amendment amends certain provisions under that certain Securities Purchase Agreement, dated as of December 22, 2016 (the Securities Purchase Agreement), by and among the Company and each Purchaser (as defined therein). Capitalized terms used in this Amendment not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

Amendment. Article I of the Securities Purchase Agreement is hereby amended to amend and restate the following defined term in its entirety: Exempt Issuance means the issuance of (a) Ordinary Shares or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose and in existence on the date of this Agreement as such plan is constituted on the date of this Agreement, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, unless otherwise agreed to by the non-employee members of the Board of Directors, (b) securities upon the exercise or exchange of or conversion of any securities convertible or exercisable into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended on or after the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) Ordinary Shares issued pursuant to any at-the-market offering as such term is defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, and/or (e) securities issued and/or sold in connection with a debt financing with CR Group, including (i) one or more tranches of warrants to CR Group or its affiliates, and any Ordinary Shares issued upon conversion or exercise of such warrants (with the first tranche of warrants not to exceed in the aggregate 0.8% of the Ordinary Shares of the Company outstanding following such issuance on a fully diluted basis (inclusive of the Ordinary Shares underlying all such warrants issued in the first tranche), and any subsequent tranche or tranches of warrants not to exceed in the aggregate 0.2% of the Ordinary Shares of the Company outstanding following such issuance on a fully diluted basis (inclusive of the Ordinary Shares underlying all such warrants issued in any subsequent tranche or tranches), and (ii) up to $3.0 million in value of Ordinary Shares to CR Group or its affiliates.

Amendment from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of [*], 2017, is made by and among Calyxt, Inc., a Delaware corporation (the Company), Cellectis S.A., a French societe anonyme (Cellectis) and the Persons listed on Schedule A hereto (each, a Non-Cellectis Holder and collectively, the Non-Cellectis Holders).

Amendment. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this Agreement may not be given without the written consent of the Company and holders of a majority of the Registrable Securities; provided, however, that in no event shall the obligations of any holder of Registrable Securities be increased or the rights of any Holder be adversely affected (without similarly increasing or adversely affecting the rights of all Holders), except upon the written consent of such Holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a registration statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such registration statement.

Amendment from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of [*], 2017, is made by and among Calyxt, Inc., a Delaware corporation (the Company), Cellectis S.A., a French societe anonyme (Cellectis) and the Persons listed on Schedule A hereto (each, a Non-Cellectis Holder and collectively, the Non-Cellectis Holders).

Amendment. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this Agreement may not be given without the written consent of the Company and holders of a majority of the Registrable Securities; provided, however, that in no event shall the obligations of any holder of Registrable Securities be increased or the rights of any Holder be adversely affected (without similarly increasing or adversely affecting the rights of all Holders), except upon the written consent of such Holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a registration statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such registration statement.

AMENDMENT from Equity Incentive Plan

AMENDMENT. The Board may amend or terminate the Plan at any time; provided, however, that no amendment may adversely impair the rights of Participants with respect to outstanding Awards. In addition, an amendment will be contingent on approval of the Company's stockholders if such approval is required by law or the rules of any exchange on which the Common Stock is listed or if the amendment would materially increase the benefits accruing to Participants under the Plan, materially increase the aggregate number of shares of Common Stock that may be issued under the Plan (except as provided in Article XIV) or materially modify the requirements as to eligibility for participation in the Plan. For the avoidance of doubt, the Board may not (except pursuant to Articles XIII, XIV or XVII) without the approval of stockholders (a) reduce the Option price per share of an outstanding Option or the Initial Value of an outstanding SAR, (b) make a payment to cancel an outstanding Option or SAR when the Option price or Initial Value, as applicable, exceeds the Fair Market Value or (c) take any other action with respect to an outstanding Option or SAR that may be treated as a repricing of the Award under the rules and regulations of the principal securities exchange on which the Common Stock is listed for trading.

Amendment from Repurchase Agreement

Repurchase Agreement dated as of May 14, 2017 the "Purchase Agreement"), between OM Asset Management plc (the "Company"), Old Mutual plc (the "Parent") and OM Group (UK) Limited (the "Seller").

Amendment. This Purchase Agreement may be varied, modified or amended only if in writing and signed by the parties hereto and provided that any such variation, modification or amendment shall only be permitted: (i) following prior approval by a duly passed a resolution of the Company in accordance with Part 18, Chapter 4 of CA 2006; and (ii) at a time when the Company is not aware of material non-public information concerning the Company or its securities.

Amendment from Vesting Agreement

Pursuant to the Chatham Lodging Trust Equity Incentive Plan, as amended through the date hereof (the "Plan"), and the Agreement of Limited Partnership of Chatham Lodging, L.P., a Delaware limited partnership (the "Partnership"), dated April 21, 2010, as amended by that First Amendment, dated as of June 1, 2015 (the "Partnership Agreement"), Chatham Lodging Trust, a Maryland real estate investment trust and the general partner of the Partnership (the "Company"), and for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Other Equity-Based Award (an "Award") in the form of, and by causing the Partnership to issue to the Grantee named above, a number of LTIP Units (as defined in the Partnership Agreement) specified above having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion s

Amendment. The Grantee acknowledges that the Plan may be amended or terminated in accordance with Article XV thereof and that this Agreement may be amended or canceled by the Committee, on behalf of the Partnership, for the purpose of satisfying changes in law or for any other lawful purpose, provided that no such action shall adversely affect the Grantee's rights under this Agreement without the Grantee's written consent. The provisions of Section 5 of this Agreement applicable to the termination of the LTIP Units covered by this Agreement in connection with a Transaction (as defined in Section 5 of this Agreement) shall apply, mutatis mutandi to amendments, discontinuance or cancellation pursuant to this Section 11 or the Plan.

Amendment from Term Loan Credit Agreement

This AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT (this "Agreement") dated as of March 31, 2017, is among TOWERS WATSON DELAWARE INC., a Delaware corporation (the "Company"), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Term Loan Credit Agreement described below) (in such capacity, the "Administrative Agent"), and each of the Lenders party hereto.

Amendment. In reliance upon the representations, warranties and covenants of the Company contained in this Agreement, and subject to the effectiveness and the terms and conditions of this Agreement, including, without limitation, those set forth in Section 2 hereof, as of the date on which this Agreement becomes effective (the "Agreement Effective Date"), each of the undersigned Lenders, hereby agrees to amend the Term Loan Credit Agreement as follows: (a)Section 1.01 of the Term Loan Credit Agreement is hereby amended by adding the following defined term "Willis Towers Watson" in alphabetical order therein:

Amendment from Restricted Stock Unit Award Agreement

This Agreement sets forth the terms of the agreement between you and the Company with respect to the Restricted Stock Units. By accepting this Agreement, you agree to be bound by all of the terms hereof.

Amendment. This Agreement may be amended at any time unilaterally by the Company, provided that such amendment is consistent with all applicable laws and does not reduce any rights or benefits you have accrued pursuant to this Agreement. This Agreement may also be amended at any time unilaterally by the Company to the extent the Company believes in good faith that such amendment is necessary or advisable to bring this Agreement in compliance with any applicable laws, including the Nonqualified Deferred Compensation Rules.

Amendment from Articles of Incorporation

The following Restated Articles of Incorporation are executed by the undersigned Corporation pursuant to the provisions of Sections 641-651, Act 284, Public Acts of 1972, as amended.

Amendment. This Article may not be amended or repealed, in whole or in part, except by affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding shares of the Company's capital stock entitled to vote in the election of directors; provided, however, that such amendment or repeal may be made by majority vote of such shareholders at any meeting of shareholders duly called and convened where such amendment has been recommended for approval by two-thirds (2/3) of all directors then holding office.

Amendment from Non Qualified Stock Option Agreement

This Non-Qualified Stock Option Agreement (this "Agreement") is made and entered into as of April 3, 2017 by and between CardConnect Corp., a Delaware corporation (the "Company"), and Michael J. Mertz (the "Participant").

Amendment. The Administrator has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant's material rights under this Agreement without the Participant's consent; provided, further, that, to the extent required under the rules of any securities exchange or market system on which the Company's common stock is listed, amendments to this Agreement shall be subject to approval by the Company's stockholders. Nothing in this Section 15 shall limit the Administrator's authority to take any action permitted pursuant to the Plan.