Amendment to Paragraph 7. Paragraph 7(a)(A) of the Letter Agreement is hereby amended by replacing the words “one year” with the words “nine months”.
Amendment to Paragraph 7. (a) Paragraph 7 of the Agreement is hereby amended and restated in its entirety as follows:
(a) At the Closing, (i) by virtue of and as part of the agreed consideration for the exchange of Founder Shares pursuant to the Merger and without any further action on the part of any party hereto or any other person, each Founder Share held by the Sponsor, Apollo, each Insider and each Other Investor (A) shall be converted automatically into the right to receive one Company Ordinary Share to be issued at the times and subject to the conditions set forth in paragraph 7(c) (all such Company Ordinary Shares, collectively, the “Earn-Out Shares”), and (B) shall no longer be outstanding and shall automatically be canceled by virtue of the Merger and each former holder of Founder Shares shall thereafter cease to have any rights with respect to such securities, except as expressly provided herein, and (ii) by virtue of and as part of the agreed consideration for the exchange of Private Placement Warrants pursuant to the Merger and without any further action on the part of any party hereto or any other person, Sponsor and Apollo shall forfeit at Closing 750,000 of their Private Placement Warrants (in a pro rata amount based on the relative number of Private Placement Warrants held by each).
(b) By virtue of and as part of the agreed consideration for the exchange of Founder Shares and Private Placement Warrants pursuant to the Merger and without any further action on the part of any party hereto or any other person, Sponsor shall forfeit at Closing (i) 2,208,859 Founder Shares and (ii) 50% of the Private Placement Warrants held by Sponsor immediately prior to the Closing (provided that Sponsor has agreed to make available a number of the Private Placement Warrants to be specified by the Company for the benefit of shareholders of the former Mediagene Inc. in order to rebalance their respective relative equity interest with those of shareholders of The News Lens Co., Ltd., the predecessor to TNL Mediagene prior to its merger with Mediagene Inc., which such Private Placement Warrants shall, for the purposes of this provision, be deemed to not be held by Sponsor immediately prior to the Closing); provided that, the number of Founder Shares and Private Placement Warrants to be forfeited by Sponsor pursuant to this clause (b) shall be adjusted by multiplying (x) each of the 2,208,859 Founder Shares and the number of Private Placement Warrants equal to 50% of Private Placement Wa...
Amendment to Paragraph 7. Paragraph 7(a) of the Letter Agreement is hereby deleted in its entirety and shall be replaced with the following:
Amendment to Paragraph 7. The third and fourth sentences of ------------------------ Paragraph 7 of the Lease are deleted in their entirety and replaced with the following: "If Tenant defaults with respect to any provision of this Lease, Landlord may apply all or any part of the Cash Security Deposit and/or draw on all or any part of the Letter of Credit Security Deposit for the payment of any Rent or other sum in default, the repair of such damage to the Premises or the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default to the full extent permitted by law. Without limiting the generality of the foregoing, Tenant hereby acknowledges that the following shall constitute loss or damage incurred by Landlord by reason of a default by Tenant hereunder and Landlord shall be entitled to draw on the Cash Security Deposit and/or the Letter of Credit Security Deposit to reimburse Landlord for the following costs incurred by Landlord: leasing fees and/or commissions paid in connection with entering into this Lease, reasonable attorneys' fees and costs incurred in connection with entering into this Lease, and all other costs incurred in connection with entering into this Lease and delivering the Premises to Tenant."
Amendment to Paragraph 7. Paragraph 7(i) is amended by (A) deleting the phrase “Eligible Collateral, Posted Collateral” and replacing it with the phrase “Eligible Credit Support, Posted Credit Support” and (B) adding at the end thereof immediately prior to the semicolon the phrase “or fails to provide in accordance with Paragraph 3(c) any performance assurance demanded by the other party pursuant to Paragraph 3(c)”.
Amendment to Paragraph 7. PARAGRAPH 7 of the Loan Agreement is hereby deleted and the following is substituted in lieu thereof:
Amendment to Paragraph 7. Paragraph 7 of the Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Paragraph 7. B. Paragraph 7.B of the Amended and Restated Alloy Services Agreement is hereby amended by replacing “ten years” with “thirteen years” and replacing “December 31, 2008” with “December 31, 2011”.
Amendment to Paragraph 7. B. Paragraph 7.B. of the Amended Agreement is hereby amended by replacing “thirteen years” with “fifteen years” and replacing “December 31, 2011” with “December 31, 2013”.
Amendment to Paragraph 7. 1. Paragraph 7.1 of the Inventory Finance Rider is deleted in its entirety and replaced with the following:
7.1 The Rider shall automatically terminate upon the termination of the ARPA, unless earlier terminated by Purchaser pursuant to the terms of this Paragraph 7. Notwithstanding any provision herein to the contrary, all amounts outstanding hereunder shall be immediately due and payable upon the occurrence of an Event of Default, as defined herein, or upon the termination date, whichever first occurs.
