Amendment and Restatement of Section 2. 2(A) of the Loan Agreement. Effective as of the Effective Date, Section 2.2(A) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
Amendment and Restatement of Section 2. 1. Section 2.1 of the Agreement is hereby amended and restated in its entirety as follows:
Amendment and Restatement of Section 2. 2(g). Section 2.2(g) of the Agreement is relabeled as Section 2.2(f) and is amended and restated to read as follows:
Amendment and Restatement of Section 2. 13(d). Section 2.13(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:
Amendment and Restatement of Section 2. 1. Section 2.1 of the Agreement is hereby amended and restated in its entirety as follows: Effective as of January 1, 2008, the Executive shall receive for all services rendered under this Agreement an annualized base salary of $252,000, subject to federal and state withholding requirements, payable in accordance with the Company’s usual payroll practices. Such salary shall be adjusted no less than annually at the discretion of the Compensation Committee of the Board, but in no event will the base salary be reduced.
Amendment and Restatement of Section 2. 2: Pursuant to Section 6.6(a) of the Agreement, the parties hereby delete current Section 2.2 of the Agreement and amend and restate such Section 2.2 in its entirety to read as follows:
Amendment and Restatement of Section 2. 05. Section 2.05 of the Agreement (Closing Deliveries by the Purchaser) is hereby amended and restated in its entirety to read as follows: “At the Closing the Purchaser shall deliver or cause to be delivered to the Seller:
Amendment and Restatement of Section 2. 01. Section 2.01 of the Agreement (Purchase and Sale of the Seller Shares) is hereby amended and restated in its entirety to read as follows: “Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller all of the Seller’s right, title and interest in such number of Shares, such that, after giving effect to such sale, the Purchaser shall own 50.1% of the issued and outstanding equity interest of the Company on a fully-diluted basis, assuming the conversion into Shares of all the Convertible Securities in the amounts set forth in Section 3.02 of the Disclosure Schedule (the “Seller Shares”). It is expressly agreed and acknowledged that, irrespective of the number of Shares owned by the Purchaser immediately prior to the Closing (it being understood that at such time the Purchaser may own less than 49.9% of the then issued and outstanding equity interests of the Company in the event the Purchaser’s equity interest is diluted as a result of a capital increase of the Company or otherwise and assuming that the Purchaser shall not have, directly or indirectly, disposed of its Shares (whether by sale, exchange, merger, assignment, conveyance, transfer of otherwise)), the number of Seller Shares to be sold by the Seller to the Purchaser at the Closing shall be sufficient to result in the Purchaser owning immediately after Closing an aggregate number of Shares equal to 50.1% of the then issued and outstanding equity interests of the Company on a fully-diluted basis. It is further agreed and acknowledged that, in the event the Seller does not own enough Seller Shares to satisfy its obligations under this Section 2.01, the Company shall issue to the Purchaser pursuant to and under the terms and conditions of the Shareholders Agreement and at a price per share based upon the Equity Valuation such number of shares as shall be necessary to permit the Purchaser to own 50.1% of the issued and outstanding equity interest of the Company after such issuance.”
Amendment and Restatement of Section 2. 02(a). Section 2.02(a) of the Agreement is hereby amended and restated to read as follows: “As payment in full for the Seller Shares, Purchaser shall pay, in the manner set forth in Section 2.06, the Purchase Price, as determined in accordance with Sections 2.02(b), (c), and (d) hereof.”
Amendment and Restatement of Section 2. 02(d) of the SPA. Section 2.02(d) is hereby amended and restated in its entirety and replaced with the following:
