Common use of Amendments to Original Agreement Clause in Contracts

Amendments to Original Agreement. (a) Subsection (b) of Section 2.04 of the Original Agreement is hereby amended to replace the period at the end of such subsection with a semi-colon and to add the following proviso: “provided that the foregoing restrictions in this Section 2.04(b) shall not limit any of the Shareholders from participating in the 2015 Public Offering; and provided further that: (i) if a Shareholder sold more than 25% but equal to or less than 50% of its Initial Ownership Common Shares in the 2015 Public Offering (including as a result of the exercise by the underwriters in the 2015 Public Offering of their option to purchase additional Common Shares), then the number of Initial Ownership Common Shares that such Shareholder shall be able to Transfer in the 12-month period beginning on the first anniversary of the Restriction Termination Date shall be reduced by the number of Common Shares so sold in excess of 25% of such Shareholder’s Initial Ownership Common Shares; (ii) if a Shareholder sold more than 50% but equal to or less than 75% of its Initial Ownership Common Shares in the 2015 Public Offering (including as a result of the exercise by the underwriters in the 2015 Public Offering of their option to purchase additional Common Shares), then such Shareholder shall not Transfer any of its remaining Initial Ownership Common Shares during the 12-month period beginning on the first anniversary of the Restriction Termination Date and the number of Initial Ownership Common Shares that such Shareholder shall be able to Transfer in the 12-month period beginning on the second anniversary of the Restriction Termination Date shall be reduced by the number of Common Shares so sold in excess of 50% of such Shareholder’s Initial Ownership Common Shares; and (iii) if a Shareholder sold more than 75% of its Initial Ownership Common Shares in the 2015 Public Offering (including pursuant to the exercise by the underwriters in the 2015 Public Offering of their option to purchase additional Common Shares), then such Shareholder shall not Transfer any of its remaining Initial Ownership Common Shares during the 12-month period beginning on the first anniversary of the Restriction Termination Date and during the 12-month period beginning on the second anniversary of the Restriction Termination Date and the number of Initial Ownership Common Shares that such Shareholder shall be able to Transfer in the 12-month period beginning on the third anniversary of the Restriction Termination Date shall be reduced by the number of Common Shares so sold in excess of 75% of such Shareholder’s Initial Ownership Common Shares.” (b) The following defined term is hereby added to Section 1.01 of the Original Agreement in the correct alphabetical order:

Amendments to Original Agreement. (aSection 4(i) Subsection (b) of Section 2.04 of the Original Agreement is hereby amended to replace read in its entirety as follows: (a) RESTRICTION ON TRANSFER OF SHARES OF INFINITY COMMON STOCK. Each Stockholder agrees that Xxxxxxx X. Xxxxxx and Xxxxxx Investments Limited Partnership, as a group (the period at "XXXXXX GROUP"), and Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, and BRN Properties Limited Partnership, as a group (the end "XXXXXX GROUP"), will not effect any Disposition of an aggregate number of shares of Infinity Common Stock received by such subsection with a semi-colon and to add the following proviso: “provided that the foregoing restrictions in this Section 2.04(bStockholder (x) shall not limit any of the Shareholders from participating in the 2015 Public Offering; and provided further thatMerger or (y) following the Effective Time, upon the exercise or payment of OSI Stock Options assumed by Infinity pursuant to the Merger Agreement (such shares are collectively referred to as the "RESTRICTED SHARES"), in excess of: (i) if during the first year following the Effective Time, Restricted Shares having a Shareholder sold more than 25% but fair market value measured at the time of sale not to exceed $100 million in the aggregate by the Xxxxxx Group and $100 million in the aggregate by the Xxxxxx Group; and (ii) during the second year following the Effective Time, a number of Restricted Shares equal to or less than to, for each of the Xxxxxx Group and the Xxxxxx Group, the sum of (A) 50% of its Initial Ownership Common the total number of Restricted Shares in the 2015 Public Offering (including as a result of held or purchasable upon the exercise by the underwriters in the 2015 Public Offering or payment of their option to purchase additional Common Shares), then the number of Initial Ownership Common Shares that such Shareholder shall be able to Transfer in the 12-month period beginning OSI Stock Options on the first anniversary of the Restriction Termination Date shall be reduced by Effective Time, plus (B) Restricted Shares having a fair market value not to exceed $100 million, less the number aggregate fair market value measured at the time of Common sale of Restricted Shares so sold in excess pursuant to clause (i) of 25% of such Shareholder’s Initial Ownership Common Shares; this Section 4(i). Notwithstanding clauses (i) and (ii) if of this 4(i) and in addition to any Dispositions in accordance with said clauses (i) and (ii): (x) The Xxxxxx Group may effect Dispositions of additional Restricted Shares as security for borrowing or margin loans from commercial lenders or broker-dealers up to a Shareholder sold more than 50% but equal to or less than 75% of its Initial Ownership Common Shares in the 2015 Public Offering (including as a result of the exercise by the underwriters in the 2015 Public Offering of their option to purchase additional Common Shares), then such Shareholder shall not Transfer any of its remaining Initial Ownership Common Shares during the 12-month period beginning on the first anniversary of the Restriction Termination Date and the maximum number of Initial Ownership Common Restricted Shares with a fair market value which, when added to the then fair market value of other Restricted Shares pledged or encumbered after the Effective Time in connection with similar borrowings or margin loans, will not exceed $125 million; and (y) The Xxxxxx Group may effect Dispositions of additional Restricted Shares as security for borrowings or margin loans from commercial lenders or broker-dealers up to a maximum number of Restricted Shares with a fair market value which, when added to the then fair market value of other Restricted Shares pledged or encumbered after the Effective Time in connection with similar borrowings or margin loans, will not exceed $100 million. The parties hereto agree that such Shareholder all restrictions on Dispositions under this Agreement shall be able to Transfer in the 12-month period beginning terminate on the second anniversary of the Restriction Termination Date shall be reduced by the number of Common Shares so sold in excess of 50% of such Shareholder’s Initial Ownership Common Shares; and (iii) if a Shareholder sold more than 75% of its Initial Ownership Common Shares in the 2015 Public Offering (including pursuant to the exercise by the underwriters in the 2015 Public Offering of their option to purchase additional Common Shares), then such Shareholder shall not Transfer any of its remaining Initial Ownership Common Shares during the 12-month period beginning on the first anniversary of the Restriction Termination Date and during the 12-month period beginning on the second anniversary of the Restriction Termination Date and the number of Initial Ownership Common Shares that such Shareholder shall be able to Transfer in the 12-month period beginning on the third anniversary of the Restriction Termination Date shall be reduced by the number of Common Shares so sold in excess of 75% of such Shareholder’s Initial Ownership Common SharesEffective Time.” (b) The following defined term is hereby added to Section 1.01 of the Original Agreement in the correct alphabetical order: