Amendment to Paragraph 1. Paragraph 1 of the Stock Exchange Agreement is hereby amended to read in its entirety as follows: "At Closing (as hereinafter defined), the stockholders of Matrix listed on Schedule I (the "Stockholders") will deliver to AvTel 3,860,987 properly endorsed, unencumbered shares of Matrix common stock, representing 100% of the outstanding Matrix common stock, in exchange for 9,582,514 shares of common stock of AvTel, after giving effect to the Merger and Reverse Stock Split (defined below), which will not be registered under the Securities Act of 1933, as amended."
Amendment to Paragraph 1. Paragraph 1 of the Agreement is hereby deleted in its entirety and replaced with the following language:
Amendment to Paragraph 1. 1. Paragraph 1.1 of the Loan Agreement is amended to read as follows:
Amendment to Paragraph 1. 9. Paragraph 1.9 of the Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Paragraph 1. 19. Paragraphs 1.19 of the Loan Agreement is deleted and the following is substituted in its place:
Amendment to Paragraph 1. Effective as of June 30, 1999, paragraph 1 of the Option Agreement shall be amended as follows:
Amendment to Paragraph 1. For the purposes of paragraph 1, in all instances which refer to the Class A Limited Partners or to a Class A Limited Partner, it shall read to include both the Class A Limited Partners and the Class C Limited Partners. In addition, any sale or transfer between Xxxxxx and Weston of the membership interests in Macroweb or the Trout Interests shall not be subject to the right of first refusal and may be made without restriction. Xxxxxx and Xxxxxx shall also have the right to make transfers to their family members ("Transferees", which include spouses, children, parents, grandparents, grandchildren, and including family members by adoption) without subjecting the transfer to the right of first refusal, however, any transfer made by such Transferee shall be subject to the rights of first refusal contained herein. Xxxxxx and Weston shall also have the right to make transfers of Trout Interests (in addition to transfers made to Transferees) up to an amount equal to forty percent (40%) of the outstanding Trout Interests and such transfers shall not be subject to the rights of first refusal contained in Paragraph 1. In addition, any holder of a right of first refusal under Paragraph 1 shall have 15 days, rather than 4 business days to accept or reject the offer to purchase the Controlling Units offered for Sale.
Amendment to Paragraph 1. Paragraph 1 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Paragraph 1. 2 of the Restated Lease - Definition of ---------------------------------------------------------------- Premises. Paragraph 1.2 of the Restated Lease is hereby amended to add the -------- following at the end of Paragraph 1.2: "The Premises shall include the entire improvements, including the building, on that certain land described in the legal description attached hereto as Exhibit A, together with the improvements to be made by Lessor on behalf of Lessee pursuant to the Work Letter attached hereto as Exhibit B (the "Work Letter"). The exact boundaries of the Premises shall extend to six floors of the building, the basement and mezzanine area of the building, the exterior windows, the building perimeter walls, the unfinished surface of the floor forming the basement and the roof of the building, including any and all tenant improvements to be made after the date of this Lease, the heating, ventilation and air conditioning systems, and the electrical, plumbing, sewer, and other building systems servicing the Premises (whether those systems are within the boundaries of the Premises or outside the boundaries of the Premises), telephone facilities, equipment, machinery, connections, pipes, ducts, conduits and wires leading through the Premises. Notwithstanding anything to the contrary contained in this Paragraph 1.2, the Premises shall not include the exterior portions of the roof of the building and the structural elements of the building."
Amendment to Paragraph 1. The Parties hereby amend Paragraph 1 of the Agreement by deleting the words “and the EHA” from the second and third sentences thereof.
