Amendment to Section 2.5 of the Agreement. Section 2.5 of the Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 2.5 of the Agreement. Section 25 of the Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, no such notice shall be required by virtue of (i) the execution and delivery of the Merger Agreement or any agreements, arrangements or understandings entered into by the Company or the Parent Group contemplated by the Merger Agreement, (ii) the announcement of the Merger Agreement or the Merger, (iii) the consummation of the Offer or the Merger, (iv) the exercise of the Top-Up Option, or (v) the consummation of any other transactions contemplated by the Merger Agreement.”
Amendment to Section 2.5 of the Agreement. The following language is hereby added to the end of Section 2.5 of the Agreement: “To the extent that any payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed to you promptly, but in no event later than December 31 of the year following the year in which the expense is incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.”
