Common use of Amendment to Section 1.1 Clause in Contracts

Amendment to Section 1.1. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery of the Stock Purchase and Merger Agreement, (ii) the consummation of the Private Placement, (iii) the consummation of the Merger, and (iv) the consummation of the other transactions contemplated in the Stock Purchase and Merger Agreement shall not be deemed to be a Section 11(a)(ii) Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 11(a)(ii).”

Amendment to Section 1.1. Section 11(a)(ii) of the Rights Agreement is hereby amended and supplemented by adding the following sentence at the end thereof: “Notwithstanding For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the occurrence of (i) the execution and delivery of the Stock Purchase and Merger Agreement, (ii) the consummation execution and delivery of any or all of the Private PlacementVoting Agreements, (iii) the consummation shareholder approval of the Merger, and Merger Agreement and/or (iv) the consummation of the Merger or the other transactions contemplated in by the Stock Purchase and Merger Agreement and the Voting Agreements shall not be deemed to be a Section 11(a)(ii) Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 11(a)(ii).”

Amendment to Section 1.1. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery of the Stock Purchase and Merger Agreement, (ii) the execution and delivery of the Tender and Voting Agreement; (iii) the consummation of the Private PlacementOffer, (iiiiv) the consummation of the Merger, and (ivv) the consummation of the other transactions contemplated in the Stock Purchase and Merger Agreement shall not be deemed to be a Section 11(a)(ii) Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 11(a)(ii).”

Amendment to Section 1.1. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery of the Stock Purchase and Merger Agreement, (ii) the execution and delivery of the Tender and Voting Agreements; (iii) the consummation of the Private PlacementOffer, (iiiiv) the consummation of the Merger, and (ivv) the consummation of the other transactions contemplated in the Stock Purchase and Merger Agreement shall not be deemed to be a Section 11(a)(ii) Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 11(a)(ii).”

Amendment to Section 1.1. Section 11(a)(ii) of the Rights Agreement is hereby amended and supplemented by adding the following sentence at the end thereof: “Notwithstanding For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the occurrence of (i) the execution and delivery of the Stock Purchase and Merger AgreementAgreement or any of the agreements contemplated thereunder (including without limitation any voting agreements), (ii) the consummation shareholder approval of the Private Placement, Merger Agreement and/or (iii) the consummation of the Merger, and (iv) the consummation of Merger or the other transactions contemplated in by the Stock Purchase and Merger Agreement shall not be deemed to be a Section 11(a)(ii) Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 11(a)(ii).”

Amendment to Section 1.1. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery approval, execution, delivery, performance or public announcement of the Stock Purchase and Merger AgreementAgreement (including any amendments or supplements thereto), (ii) the consummation or public announcement of the Private PlacementOffer, Merger or Top-Up Option and (iii) the consummation of the Merger, and (iv) the consummation any of the other transactions contemplated in by the Stock Purchase and Merger Agreement shall not be deemed to be a Section 11(a)(ii) Flip-in Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 11(a)(ii).”

Amendment to Section 1.1. Section 11(a)(ii) of the Rights Agreement is hereby amended and supplemented by adding the following sentence at the end thereof: “Notwithstanding For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the occurrence of (i) the execution and delivery of the Stock Purchase and Merger Agreement, (ii) the consummation execution and delivery of any or all of the Private PlacementVoting Agreements, (iii) the consummation stockholder approval of the Merger, and Merger Agreement and/or (iv) the consummation of the Merger or the other transactions contemplated in by the Stock Purchase and Merger Agreement and the Voting Agreements shall not be deemed to be a Section 11(a)(ii) Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 11(a)(ii).”

Amendment to Section 1.1. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, (i) the execution and delivery of the Stock Purchase and Merger Agreement, (ii) the execution and delivery of the Tender and Support Agreement; (iii) the consummation of the Private PlacementOffer, (iiiiv) the consummation of the Merger, and (ivv) the consummation of the other transactions contemplated in the Stock Purchase and Merger Agreement shall not be deemed to be a Section 11(a)(ii) Event and shall not cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 11(a)(ii).”

Amendment to Section 1.1. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, none of (i) the execution and delivery of any of the Stock Voting Agreements or the Asset Purchase and Merger Agreement, (ii) the consummation of the Private Placement, Acquisition and (iii) the consummation of the MergerTransactions or the exercise by the parties thereto of their respective rights under the Voting Agreements, and (iv) the consummation of the other transactions contemplated in the Stock Purchase and Merger Agreement shall not be deemed to be result in a Section 11(a)(ii) Event and nor shall not such cause the Rights to be adjusted or exercisable in accordance with, or any other action to be taken or obligation to arise pursuant to, this Section 11(a)(ii).”