Amendment and Joinder Clause Samples

Amendment and Joinder. The General Partner, CCRI, Desert Springs and --------------------- Crestline hereby join in the Original Agreement, as amended and affected by the First Amendment, for the purposes stated herein, and the parties hereto hereby further amend the Original Agreement, as amended and affected by the First Amendment, in the manner described below. Except as amended hereby or as otherwise specified herein, the Original Agreement, as amended and affected by the First Amendment, remains in full force and effect.

Amendment and Joinder. Each of the parties to this Agreement hereby agrees that from and after date hereof: (a) Except as otherwise set forth below, the term “Stockholder” as used in the Merger Agreement shall refer jointly to D. ▇▇▇▇▇, individually, and to the Trustees and the Trust as the owner of all of the issued and outstanding capital stock of P▇▇▇▇;

Amendment and Joinder. Pursuant to Section 1.2 of the Stock Purchase Agreement, and subject to the terms stated in this Agreement, each of the Parties hereby agrees that NL shall be a party to the Stock Purchase Agreement with respect to NL's purchase of the SPUK Shares and the HAL Shares, and that, pursuant to Section 1.2 of the Stock Purchase Agreement, references to "Buyer" in the Stock Purchase Agreement shall refer to Buyer and NL with respect to the purchase and sale of the SPUK Shares and the HAL Shares; provided, however, that notwithstanding anything to the contrary herein or in the Stock Purchase Agreement, all such references to "Buyer" in the Stock Purchase Agreement shall not include NL with respect to Sections 2.1(c), 5.2, 5.13 of the Stock Purchase Agreement.

Amendment and Joinder. (a) For purposes of the Stockholders --------------------- Agreement, (i) each of PPI and PCF shall be deemed to be "Weston Investors" , as such term is defined in the Stockholders Agreement and Schedule A of the ---------- Stockholders Agreement shall be deemed to be amended to include each of PPI and PCF, (ii) each of the New Securities Purchase Agreement and the PCF Warrant Purchase Agreement shall be deemed to be included in the definition of the "Purchase Agreement" as such term is defined in the Stockholders Agreement; (iii) the Purchase Warrants and any contingent warrants issued in respect of the Preferred Stock shall be deemed to be included in the definition of "Warrants" as such term is defined in the Stockholders Agreement and (iv) the Series B Preferred Stock issuable pursuant to the New Securities Agreement shall be deemed to be included in the definition of "Preferred Stock" as such term is defined in the Stockholders Agreement. (b) The Stockholders Agreement is hereby amended to delete Sections 7.,3 and 7.4 thereof, in their entirety, and insert the following new Sections 7.3 and 7.4 in lieu thereof;

Amendment and Joinder. The parties acknowledge and agree that the true and correct name of Acquisition is "Safety Merger Co., Inc." Accordingly, the Merger Agreement is hereby amended to replace each reference therein to the name "Safety Acquisition, Inc.", wherever appearing in the Merger Agreement, with the name "Safety Merger Co., Inc." For the avoidance of doubt, the parties hereto agree that Acquisition shall hereby become, and shall be deemed for all purposes to be, a party to the Merger Agreement effective as of the date of the Merger Agreement and shall be subject to all of the responsibilities, duties, liabilities and obligations, and entitled to all of the rights and benefits, of "Acquisition" under the Merger Agreement.

Amendment and Joinder