Amendment of Section 12. 3. The first paragraph of Section 12.3 of the Agreement shall be amended and restated in its entirety as follows:
Amendment of Section 12. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 12 may be amended by Parent at any time with the consent of the Holders of a majority of the shares of Parent Common Stock subject (or to be subject) to the provisions of this Section 12.
Amendment of Section 12. 1. The Agreement is hereby amended by deleting Section 12.1 thereof in its entirety and replacing it with the following Section 12.1:
Amendment of Section 12. 7. Section 12.7 of the Credit Agreement is hereby amended to read in its entirety as follows:
Amendment of Section 12. The following sentence shall be added at the end of Section 12.7: “Notwithstanding the foregoing, with respect to any Licensed Patents that are jointly owned by COMPANY and Licensor, upon termination of this Agreement, COMPANY agrees, at LICENSOR’s request within one year of termination to negotiate in good faith an exclusive license to any jointly owned rights.”
Amendment of Section 12. Section 12 of the Pledge Agreement is hereby amended by adding the following phrase after the title thereof "Remedies Upon Event of Default": "Except as otherwise set forth in an Intercreditor Agreement:".
Amendment of Section 12. 3. Article 12, Section 12.3 of the Agreement is hereby deleted in its entirety and replaced by the following:
Amendment of Section 12. Section 12 of the Rights Agreement is amended by adding the following subsection (c) at the end thereof:
Amendment of Section 12. Subsection (a) of Section 1.2 of the Agreements is hereby deleted in its entirety and replaced with the following:
(a) The aggregate consideration (the “Purchase Price”) to be paid or issued by Buyer to or for the benefit of the Equity Holder for the Equity Interests is Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000):
(i) Equity Holder and Company hereby recognize and agree that Four Hundred Fifty Thousand Dollars ($450,000) was paid to Bank of Missouri on April 1, 2019 on behalf of Equity Holder leaving a balance of Two Million Five Hundred Thousand Dollars ($2,500,000) to be paid to Equity Holder “Remaining Purchase Price”
(A) The Remaining Purchase Price is payable as follows:
a. Equal monthly installments of approximately Fourteen Thousand Dollars ($14,152.38) each commencing on the Closing Date, provided that the remaining balance of the Cash Purchase Price plus interest in accordance with the seller note will be paid, the earlier of, within Ten (10) Business Days following completion of the Public Offering or Private Offerings, or June 30, 2019. The above agreement to be evidenced by a promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the “Seller Note”). If Buyer fails to pay balance of the Cash Purchase Price, as set forth above, on or before June 30, 2019 then at the option of Equity Holder by written notice to Buyer, Buyer shall immediately surrender all right, title and interest in all of the outstanding shares of stock in the Company to Equity Holder and all shares shall be re-issued to Equity Holder. Seller Note shall be secured by a Security Agreement by Buyer to Equity Holder secured by the Equity Interests (and all associated UCC financing statements and filings) and a Pledge Agreement by Buyer to Equity Holder as to all Company stock. Such Security Agreement and Pledge Agreement shall be in substantially the form attached hereto as Exhibit C and incorporated herein by reference;
(ii) Five Hundred Thousand (500,000) shares of common stock, par value $0.0001 per share (the “Common Stock”) of Buyer issued to Equity Holder pursuant to this Agreement and the Subscription Agreement, attached hereto as Exhibit D and incorporated herein by reference, (the “Buyer Shares”);
(iii) Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) warrants to purchase Common Stock at a Strike Price of Three and 00/100 Dollars ($3.00) per share, to be issued upon the one-year anniversary of...
Amendment of Section 12. 1. Section 12.1(c) of the Pooling and Servicing Agreement shall be and hereby is amended by deleting the fifth sentence thereof in its entirety.
