Delaware Uses in Amendments and Waivers Clause

Amendments and Waivers from Agreement and Plan of Merger Among

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of March 3, 2017, by and among MEETME, INC., a Delaware corporation ("Buyer"), TWO SUB ONE, INC., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), IFWE INC., a Delaware corporation (the "Company"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholders' Representative (the "Shareholders' Representative" and, together with the Company, Buyer and Merger Sub, each a "Party" and collectively, the "Parties").

Amendments and Waivers from Support Agreement

This Support Agreement (the "Agreement") is made and entered into as of [*], 2015, by and among DF Institute, LLC, an Illinois limited liability company ("Parent"), Smart Pros Ltd., a Delaware corporation (the "Company"), and the undersigned stockholder of the Company ("Holder").

Amendments and Waivers. Any term of this Agreement may be amended or waived with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 7(a) shall be binding upon the parties and their respective successors and assigns.(a) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Delaware (location) values">State of Delaware, without giving effect to principles of conflicts of law thereof that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Each of the parties hereto (i) consents to submit to the personal jurisdiction of any federal court located in Delaware (organization) values">the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it shall not bring any action relating to this Agreement in any court other than a federal or state court sitting in the State of Delaware.

Amendments and Waivers from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of June 27, 2011, by and among API Technologies Corp., a Delaware corporation (the Company), the persons and entities listed on Exhibit A hereto (each, an Investor and, collectively, the Investors), and, with respect to Section 8(l) only, Vintage Albany Acquisition, LLC, a Delaware limited liability company.

Amendments and Waivers. 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 hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders holding a majority of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144); provided, however, that if any amendment, modification, or supplement operates in a manner that treats any Holder different from other Holders, the consent of such Holder shall also be required for such amendment, modification or supplement. Any such amendment, modification, or supplement effected in accordance with this paragraph shall be binding upon each Holder and each future holder of all such securities of Holder. Each Holder acknowledges that by the operation of this paragraph, the holders of a majority of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144) will have the right and power to diminish or eliminate all rights of such Holder under this Agreement.

Amendments and Waivers from Warrant to Purchase Common Stock

This Warrant (Warrant) is one of a series of warrants issued pursuant to that certain Confidential Private Placement Memorandum, dated October 12, 2010, as the same may be amended or supplemented from time to time (the Memorandum), pursuant to which the Company is offering (the Offering) units (the Units) consisting of Series A Preferred Stock and Warrants (of which this Warrant is one) exercisable for shares of Common Stock of the Company. The Holder has purchased Units pursuant to that certain Subscription Agreement, dated as of the date hereof, by and between the Company and the Holder (the Subscription Agreement). All warrants that are included in the Units are referred to herein, collectively, as the Warrants and the holders of the Warrants (as well as any subsequent Permitted Transferee) along with the Holder named herein, the Holders.

Amendments and Waivers. The Company may, without the consent of the Holders (but with written notice to the Holders), by supplemental agreement or otherwise, (i) make any changes or corrections in this Warrant that are required to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (ii) add to the covenants and agreements of the Company for the benefit of the Holders (including, without limitation, reduce the Exercise Price or extend the Expiration Date), or surrender any rights or power reserved to or conferred upon the Company in this Warrant; provided that, in the case of (i) or (ii), such changes or corrections shall not adversely affect the interests of Holders of then outstanding Warrants in any material respect. This Warrant may also be amended or waived with the consent of the Company and the Holder. Further, the Company may, with the consent, in writing or at a meeting, of the Holders of the then outstanding Warrants exercisable for at least sixty-six and two-thirds (66-2/3%) percent of the Common Stock issuable upon exercise of such Warrants (the Required Holders), amend in any way, by supplemental agreement or otherwise, this Warrant and/or all of the outstanding Warrants; provided, however, that (i) no such amendment by its express terms shall adversely affect any Holder differently than it affects all other Holders, unless such Holder consents thereto, and (ii) no such amendment concerning the number of Warrant Shares or Exercise Price shall be made unless any Holder who will be affected by such amendment consents thereto. If a new warrant agent is appointed by the Company, it shall at the request of the Company, and without need of independent inquiry as to whether such supplemental agreement is permitted by the terms of this Section 15(d), join with the Company in the execution and delivery of any such supplemental agreements, but shall not be required to join in such execution and delivery for such supplemental agreement to become effective.

Amendments and Waivers from Voting Agreement

This Voting Agreement (the Agreement) is made and entered into as of August 17, 2010, by and among Pharaoh Acquisition Corp., a Delaware corporation (Parent), and the undersigned stockholder (Holder) of Phoenix Technologies Ltd., a Delaware corporation (the Company).

Amendments and Waivers. Any term of this Agreement may be amended or waived with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 7(a) shall be binding upon the parties and their respective successors and assigns.

Amendments and Waivers from Voting Agreement

This Voting Agreement (the Agreement) is made and entered into as of August 17, 2010, by and among Pharaoh Acquisition Corp., a Delaware corporation (Parent), and the undersigned stockholder (Holder) of Phoenix Technologies Ltd., a Delaware corporation (the Company).

Amendments and Waivers. Any term of this Agreement may be amended or waived with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 7(a) shall be binding upon the parties and their respective successors and assigns.

Amendments and Waivers from Amended and Restated Registration Rights Agreement

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of March 12, 2009, is made and entered into by and among VIA PHARMACEUTICALS, INC., a Delaware corporation (the Company), and each of the parties listed on Exhibit A hereto, as such Exhibit A may be amended from time to time (collectively, the Stockholders). For the purposes of this Agreement, the term Company shall be deemed to include and refer to any successor in interest to the Company, whether by means of statutory conversion, merger, consolidation, recapitalization, reorganization or otherwise.

Amendments and Waivers. Except as otherwise provided in this Agreement, the provisions of this Agreement may be amended or waived at any time only by the written agreement of the Company and the Stockholders of at least a majority of the Registrable Common Stock; provided, however, that the provisions of this Agreement may not be amended or waived without the consent of a Stockholder if such amendment or waiver disproportionately and adversely affects such Stockholder without similarly affecting the rights of all such Stockholders holding Registrable Common Stock. Any waiver, permit, consent or approval of any kind or character on the part of any such Stockholders of any provision or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. Any amendment or waiver effected in accordance with this Section 13(c) shall be binding upon each holder of Registrable Common Stock and the Company.

Amendments and Waivers from Support Agreement

THIS COMPANY STOCK PURCHASE AND SUPPORT AGREEMENT (this Agreement) is made as of August 21, 2007, by and between MGM MIRAGE, a Delaware corporation (the Company), and INFINITY WORLD INVESTMENTS LLC, a Nevada limited liability company (Infinity World).

Amendments and Waivers. This Agreement may not be amended or supplemented, unless set forth in a writing signed by each party hereto. Except as otherwise permitted in this Agreement, the terms or conditions of this Agreement may not be waived unless set forth in a writing signed by the party entitled to the benefits thereof. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of such provision at any time in the future or a waiver of any other provision hereof. The rights and remedies of the parties hereto are cumulative and not alternative. Except as otherwise provided in this Agreement, neither the failure nor any delay by any party hereto in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

Amendments and Waivers from Common Stock Purchase Agreement

This Series A-2 Preferred Stock and Common Stock Purchase Agreement (this Agreement) is entered into as of December 19, 2006 by and among Ercole Biotech, Inc., a Delaware corporation (the Ercole), and AVI BioPharma, Inc. (AVI).

Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) upon the written agreement of Ercole and AVI. Any amendment or waiver effected in accordance with this Section 6.6 shall be binding upon AVI and each transferee of the Ercole Shares.

Amendments and Waivers from Credit Agreement

CREDIT AGREEMENT dated as of August 20, 2004, among PANAMSAT CORPORATION (the Borrower), the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lenders), CITICORP USA, INC., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Bookrunner, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Joint Lead Arranger, Joint Bookrunner and Syndication Agent (such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), and BEAR, STEARNS & CO. INC., LEHMAN BROTHERS INC. and BANK OF AMERICA, N.A., as Co-Documentation Agents.

Amendments and Waivers. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall directly (i) forgive or reduce any portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated rate, or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates), or extend the final expiration date of any Lenders Commitment or extend the final expiration date of any Letter of Credit beyond the L/C Maturity Date, or increase the aggregate amount of the Commitments of any Lender, or amend or modify any provisions of Section 5.3(a) (with respect to the ratable allocation of any payments only) and 13.8(a), in each case without the written consent of each Lender directly and adversely affected thereby, or (ii) amend, modify or waive any provision of this Section 13.1 or reduce the percentages specified in the definitions of the terms Required Lenders, Required Tranche A Term Loan Lenders, Required Tranche B Term Loan Lenders or consent to the assignment or transfer by the Borrower of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3), in each case without the written consent of each Lender directly and adversely affected thereby, or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent, or (iv) amend, modify or waive any provision of Section 3 without the written consent of the Letter of Credit Issuer, or (v) amend, modify or waive any provisions hereof relating to Swingline Loans without the written consent of the Swingline Lender, or (vi) change any Revolving Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior written consent of each Lender directly and adversely affected thereby, or (vii) release all or substantially all of the Guarantors under the Guarantee (except as expressly permitted by the Guarantee) or release all or substantially all of the Collateral under the Pledge Agreements, the Security Agreements and the Mortgages, in each case without the prior written consent of each Lender, or (viii) amend Section 2.9 so as to permit Interest Period intervals greater than six months without regard to availability to Lenders, without the written consent of each Lender directly and adversely affected thereby, or (ix) decrease any Tranche A Repayment Amount, extend any scheduled Tranche A Repayment Date or decrease the amount or allocation of any mandatory prepayment to be received by any Lender holding any Tranche A Term Loans,