Common use of Amendment of the Offer Clause in Contracts

Amendment of the Offer. Vector and VGR shall amend the Offer to increase the exchange ratio to .54 by issuing a press release to that effect (and filing the press release with the Securities and Exchange Commission) within one business day after the date hereof and as soon as practical thereafter shall amend the Prospectus to give effect to the increased exchange ratio (the “Amendment”). The terms and conditions of the Amendment shall be identical to those in the Offer, except for such changes as would not materially adversely affect the Stockholder (“Non-Material Changes”). For the avoidance of doubt, Non-Material Changes shall not include a reduction in the exchange ratio, a reduction in the number of Common Shares sought in the Offer or a material change in the conditions of the Offer, including without limitation a waiver of a non-waivable condition as described in the first bullet point on page 37 of the Prospectus.