Common use of Amendments to Purchase Agreement Clause in Contracts

Amendments to Purchase Agreement. Effective as of the Effective Date: (a) Section 2.1.1 of the Purchase Agreement is amended and restated to read in its entirety as follows: 2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the Closing, less any amount of the Allocated Closing Cash Portion (as defined in Section 2.1(c), below), which shall be paid as described in Section 2.7, below.” (b) A new Section 2.1(c) of the Purchase Agreement is added to read in its entirety as follows: (c) Payment of a Portion of the Closing Cash Consideration by way of the Allocated Closing Cash Portion. (i) A total of up to Twenty Million dollars (USD$20,000,000) of the Closing Cash Consideration may be paid to the Sellers by the Purchaser, after Closing pursuant to Section 2.7 hereof, and may be paid solely from the Aggregate Required Closing Cash that the Companies are required to have at Closing pursuant to Section 3.30 hereof, as long as the Aggregate Required Closing Cash, after the payment thereof to Sellers, will not leave any Company insolvent or with inadequate cash to pay its debts, bills, and other liabilities as they become due, in the ordinary course of business. ________ 1 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1437925/000147793223004933/gmgi_ex22.htm (ii) The applicable portion of the Closing Cash Consideration allocated to the Closing Cash Consideration by the Parties as discussed below, is defined as the “Allocated Closing Cash Portion.” The Allocated Closing Cash Portion shall be deemed a part of the Closing Cash Consideration, and shall decrease proportionately the amount of cash payable by the Purchaser to the Sellers at Closing, with the remaining amount thereof payable pursuant to Section 2.7 hereof. (iii) The Purchaser shall provide the Sellers written notice of the portion of the Aggregate Required Closing Cash which it proposes to allocate to the Closing Cash Consideration (the “Requested Allocated Closing Cash Portion”) at least ten (10) days prior to the date on which Purchaser in good faith expects all of the conditions to Closing as set forth herein to have occurred (the “Expected Closing Date”). (To be clear, such notice will specify both the Requested Allocated Closing Cash Portion and the Expected Closing Date.) The Sellers shall then have ten (10) days to either (a) accept the Purchaser’s Requested Allocated Closing Cash Portion, in writing, in which case such Requested Allocated Closing Cash Portion shall become the “Allocated Closing Cash Portion” for purposes of this Agreement, and the Parties shall use their commercially reasonable best efforts to close the Acquisition on the Expected Closing Date, or (b) reject such Requested Allocated Closing Cash Portion in writing, by designating a lesser amount of Aggregate Required Closing Cash to become the Allocated Closing Cash Portion, which shall thereafter become the “Allocated Closing Cash Portion” for purposes of this Agreement. If Sellers provide a notice of rejection under Section 2.1(c)(iii)(b): (1) such rejection shall be known as an “Allocated Closing Cash Portion Rejection”; and (2) the amount obtained by taking the Requested Allocated Closing Cash Portion and subtracting the actual amount of Allocated Closing Cash Portion approved by the Seller, shall be known as the “Closing Cash Deficiency”). (iv) In the event of an Allocated Closing Cash Portion Rejection, the Purchaser shall not be subject to liability for its failure to close the Acquisition by the Expected Closing Date, based on its failure to pay the Closing Cash Consideration, and such failure shall not be deemed a breach of this Agreement. Additionally, the Purchaser shall have up to forty-five (45) additional days from the Expected Closing Date to obtain sufficient funding to pay the Closing Cash Deficiency (a “Closing Cash Extension”). The Purchaser shall use commercially reasonable efforts to promptly raise funding to pay the Closing Cash Deficiency during the Closing Cash Extension, provided that the Purchaser shall not be required to accept any funding terms or other conditions which the Board of Directors of the Purchaser does not determine are in the best interests of the Purchaser or its stockholders under all of the relevant circumstances. In the event the last day of the Closing Cash Extension would be after the date then designated as the Required Closing Date under Section 6.1, the Required Closing Date shall automatically be extended to the date which falls at the end of the Closing Cash Extension. Notwithstanding the above, the Purchaser shall be required to close the Acquisition within five (5) Business Days of Purchaser obtaining sufficient capital to pay the Closing Cash Deficiency, in the event all of the other conditions to Closing have been, or will be, satisfied as of such date. (c) Section 2.4.2 of the Purchase Agreement is amended and restated to read in its entirety as follows:

Amendments to Purchase Agreement. Effective as of the Effective Date: (a) Section 2.1.1 2.1.4 of the Purchase Agreement is amended and restated to read in its entirety as follows: 2.1.1 A cash payment (i) The additional sum of Thirty (i) Five Million Dollars (USD $30,000,0005,000,000) (the “Contingent Post-Closing Cash Consideration”) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-Closing Shares”, and together with the Contingent Post-Closing Cash Consideration, the “Contingent Post-Closing Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the Closing, less any amount Post-Closing Shares have an agreed aggregate value of the Allocated Closing Cash Portion Fifteen Million Dollars (as defined in Section 2.1(cUSD $15,000,000), below), which shall be paid as described in Section 2.7, below.” (bii) A new Section 2.1(cThe (a) of the Purchase Agreement is added to read in its entirety as follows: (c) Payment of a Portion of the Contingent Post-Closing Cash Consideration by way of the Allocated Closing Cash Portion. (i) A total of up to Twenty Million dollars (USD$20,000,000) of the Closing Cash Consideration may shall be paid to the Sellers by the Purchaser, after Closing pursuant to Section 2.7 hereof, and may be paid solely from the Aggregate Required Closing Cash that the Companies are required to have at Closing pursuant to Section 3.30 hereof, as long as the Aggregate Required Closing Cash, after the payment thereof to Sellers, will not leave any Company insolvent or with inadequate cash to pay its debts, bills, and other liabilities as they become due, in the ordinary course of business. ________ 1 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1437925/000147793223004933/gmgi_ex22.htm (ii) The applicable portion of the Contingent Post-Closing Cash Consideration allocated to the Closing Cash Consideration by the Parties as discussed Payment Schedule below, is defined as and (b) the “Allocated Post-Closing Cash Portion.” The Allocated Closing Cash Portion Shares shall be deemed a part of the Closing Cash Consideration, and shall decrease proportionately the amount of cash payable by the Purchaser issued to the Sellers at Closing, with the remaining amount thereof payable pursuant to Section 2.7 hereof. (iii) The Purchaser shall provide the Sellers written notice of the portion of the Aggregate Required Closing Cash which it proposes to allocate to the Closing Cash Consideration (the “Requested Allocated Closing Cash Portion”) at least ten (10) days prior to the date on which Purchaser in good faith expects all of the conditions to Closing as set forth herein to have occurred (the “Expected Closing Date”). (To be clear, such notice will specify both the Requested Allocated Closing Cash Portion and the Expected Closing Date.) The Sellers shall then have ten (10) days to either (a) accept the Purchaser’s Requested Allocated Closing Cash Portion, in writing, in which case such Requested Allocated Closing Cash Portion shall become the “Allocated Closing Cash Portion” for purposes of this Agreement, and the Parties shall use their commercially reasonable best efforts to close the Acquisition on the Expected Closing Date, or (b) reject such Requested Allocated Closing Cash Portion in writing, by designating a lesser amount of Aggregate Required Closing Cash to become the Allocated Closing Cash Portion, which shall thereafter become the “Allocated Closing Cash Portion” for purposes of this Agreement. If Sellers provide a notice of rejection under Section 2.1(c)(iii)(b): (1) such rejection shall be known as an “Allocated Closing Cash Portion Rejection”; and (2) the amount obtained by taking the Requested Allocated Closing Cash Portion and subtracting the actual amount of Allocated Closing Cash Portion approved by the Seller, shall be known as the “Closing Cash Deficiency”). (iv) In the event of an Allocated Closing Cash Portion Rejection, the Purchaser shall not be subject to liability for its failure to close the Acquisition by the Expected Closing Date, based on its failure to pay the Closing Cash Consideration, and such failure shall not be deemed a breach of this Agreement. Additionally, the Purchaser shall have up to forty-five (45) additional days from the Expected Closing Date to obtain sufficient funding to pay the Closing Cash Deficiency (a “Closing Cash Extension”). The Purchaser shall use commercially reasonable efforts to promptly raise funding to pay the Closing Cash Deficiency during the Closing Cash Extension, provided that the Purchaser shall not be required to accept any funding terms or other conditions which the Board of Directors of the Purchaser does not determine are in the best interests of the Purchaser or its stockholders under all of the relevant circumstances. In the event the last day of the Closing Cash Extension would be after the date then designated as the Required Closing Date under Section 6.1, the Required Closing Date shall automatically be extended to the date which falls at the end of the Closing Cash Extension. Notwithstanding the above, the Purchaser shall be required to close the Acquisition within five (5) Business Days following October 9, 2024 (the “Determination Date”), in each case, if (and only if) Purchaser has determined that each of Purchaser obtaining sufficient capital to pay the Contingent Post-Closing Payment Conditions (hereafter defined) have been satisfied on each applicable date that Contingent Post-Closing Cash Deficiency, in Consideration is due pursuant to the event all Contingent Post-Closing Cash Consideration Payment Schedule and on the Determination Date. For purposes of the other conditions to foregoing, “Contingent Post-Closing have beenPayment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under this Agreement, any of the Transaction Documents, or will beany other agreement with Purchaser beyond any applicable cure periods herein or therein, satisfied as of confirmed by Sellers in a signed writing delivered to Purchaser and verified by the Purchaser within five (5) Business Days thereafter (to the extent such date. (c) Section 2.4.2 of confirmation is required by the Purchase Agreement is amended and restated to read Purchaser in its entirety sole discretion). The date the Post-Closing Shares are issued shall be defined herein as follows:the “Post-Closing Issuance Date”.

Amendments to Purchase Agreement. Effective as The following amendments to the Purchase Agreement are made effective immediately prior to the consummation of the Effective transactions contemplated by the Purchase Agreement on the Closing Date:. (a) Section 2.1.1 2.04(c) of the Purchase Agreement is amended by deleting and restated to read in its entirety as follows: 2.1.1 A cash payment replacing the words “On the last Business Day of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to month immediately following the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at month of the Closing, less any amount the Purchaser shall pay to the Seller the GST and QST exigible on the Initial Payment by wire transfer of immediately available funds to the account to which the Initial Payment was wire transferred” with the words “The Purchaser and the Seller shall, on the Closing Date, elect jointly under section 167(1) of the Allocated Closing Cash Portion Excise Tax Act (as defined in Section 2.1(cCanada), below)and under any similar provision of any applicable provincial legislation, which in the form prescribed for the purposes of that provision, in respect of the sale and transfer of the Purchased Assets hereunder, and the Purchaser shall be paid as described file such election with Canada Customs and Revenue Agency on or before the time specified in Section 2.7, belowsection 167(1.1) of the Excise Tax Act (Canada) and any other similar election under similar applicable provincial legislation for this purpose”.” (b) A new Section 2.1(c2.05 of the Purchase Agreement is amended by deleting the words “If a Settlement Payment is made pursuant to Section 2.05(a), then on the last Business Day of the month immediately following the month of the Settlement Date, the Purchaser shall pay to the Seller the GST and QST exigible on the Settlement Payment made pursuant to Section 2.05(a) by wire transfer of immediately available funds to the account to which the Purchase Price was wire transferred” in the last paragraph of such section. (c) Section 2.05(b) of the Purchase Agreement is added to read in its entirety as follows: (c) Payment of a Portion of amended by deleting the Closing Cash Consideration by way of the Allocated Closing Cash Portion. (i) A total of up to Twenty Million dollars (USD$20,000,000) of the Closing Cash Consideration may be paid to the Sellers by the Purchaser, after Closing pursuant to Section 2.7 hereof, and may be paid solely from the Aggregate Required Closing Cash that the Companies are required to have at Closing pursuant to Section 3.30 hereof, as long as the Aggregate Required Closing Cash, after the payment thereof to Sellers, will not leave any Company insolvent or with inadequate cash to pay its debts, bills, and other liabilities as they become due, in the ordinary course of business. ________ 1 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1437925/000147793223004933/gmgi_ex22.htm (ii) The applicable portion of the Closing Cash Consideration allocated to the Closing Cash Consideration by the Parties as discussed below, is defined as the words “Allocated Closing Cash Portion.” The Allocated Closing Cash Portion shall be deemed a part of the Closing Cash Consideration, and shall decrease proportionately plus the amount in respect of cash payable GST and QST on the Settlement Payment previously paid by the Purchaser to the Sellers at Closing, with the remaining amount thereof payable pursuant to Section 2.7 hereofSeller”. (iii) The Purchaser shall provide the Sellers written notice of the portion of the Aggregate Required Closing Cash which it proposes to allocate to the Closing Cash Consideration (the “Requested Allocated Closing Cash Portion”) at least ten (10) days prior to the date on which Purchaser in good faith expects all of the conditions to Closing as set forth herein to have occurred (the “Expected Closing Date”). (To be clear, such notice will specify both the Requested Allocated Closing Cash Portion and the Expected Closing Date.) The Sellers shall then have ten (10) days to either (a) accept the Purchaser’s Requested Allocated Closing Cash Portion, in writing, in which case such Requested Allocated Closing Cash Portion shall become the “Allocated Closing Cash Portion” for purposes of this Agreement, and the Parties shall use their commercially reasonable best efforts to close the Acquisition on the Expected Closing Date, or (b) reject such Requested Allocated Closing Cash Portion in writing, by designating a lesser amount of Aggregate Required Closing Cash to become the Allocated Closing Cash Portion, which shall thereafter become the “Allocated Closing Cash Portion” for purposes of this Agreement. If Sellers provide a notice of rejection under Section 2.1(c)(iii)(b): (1) such rejection shall be known as an “Allocated Closing Cash Portion Rejection”; and (2) the amount obtained by taking the Requested Allocated Closing Cash Portion and subtracting the actual amount of Allocated Closing Cash Portion approved by the Seller, shall be known as the “Closing Cash Deficiency”). (iv) In the event of an Allocated Closing Cash Portion Rejection, the Purchaser shall not be subject to liability for its failure to close the Acquisition by the Expected Closing Date, based on its failure to pay the Closing Cash Consideration, and such failure shall not be deemed a breach of this Agreement. Additionally, the Purchaser shall have up to forty-five (45) additional days from the Expected Closing Date to obtain sufficient funding to pay the Closing Cash Deficiency (a “Closing Cash Extension”). The Purchaser shall use commercially reasonable efforts to promptly raise funding to pay the Closing Cash Deficiency during the Closing Cash Extension, provided that the Purchaser shall not be required to accept any funding terms or other conditions which the Board of Directors of the Purchaser does not determine are in the best interests of the Purchaser or its stockholders under all of the relevant circumstances. In the event the last day of the Closing Cash Extension would be after the date then designated as the Required Closing Date under Section 6.1, the Required Closing Date shall automatically be extended to the date which falls at the end of the Closing Cash Extension. Notwithstanding the above, the Purchaser shall be required to close the Acquisition within five (5) Business Days of Purchaser obtaining sufficient capital to pay the Closing Cash Deficiency, in the event all of the other conditions to Closing have been, or will be, satisfied as of such date. (cd) Section 2.4.2 2.07(a)(iv) of the Purchase Agreement is amended by deleting and restated replacing the words “shall be bound to read pay to the Purchaser” with the words “shall be bound to pay, or shall cause its applicable Affiliates to pay, to the Purchaser”. (e) Section 2.07(b) of the Purchase Agreement is amended as follows: (i) by inserting the words “or IKON Northern, as the case may be,” immediately following: (A) the words “In particular, in the event that any requisite consent is not obtained prior to Closing, then the Purchaser or the applicable Acquiring Entity and Seller”; (B) the words “and the performance by the Purchaser or such Acquiring Entity of the obligations thereunder. The Seller”; (C) the words “or draw under or with respect to any such Purchased Assets. Upon the Closing, the Seller”; (D) the words “On the Closing Date, or as requested from time to time after the Closing Date, the Seller”; and (E) the words “provided, however, that any and all liabilities or obligations incurred by the Seller”; and (ii) by inserting the words “or IKON Northern’s, as the case may be,” immediately following the words “(y) amend, modify or waive any such contract or agreement in the Seller’s”. (f) Article IV of the Purchase Agreement is amended by deleting and replacing the words “to the Seller on the date hereof” with the words “to the Seller Entities on the date hereof”. (g) Article V of the Purchase Agreement is amended by deleting and replacing the words “The Seller agrees and covenants with the Purchaser as follows:” with the words “The Seller Entities agree and covenant with the Purchaser as follows:". (h) Section 5.01(a) of the Purchase Agreement is amended as follows: (i) by deleting and replacing the words “The Seller shall give or cause to be given” with the words “Each Seller Entity shall give or cause to be given”; (ii) by deleting and replacing the words “(wherever located) of the Seller” with the words “(wherever located) of such Seller Entity”; and (iii) by deleting and replacing the words “interfere unreasonably with the business of the Seller” with the words “interfere unreasonably with the business of any Seller Entity”. (i) Section 5.01(c) of the Purchase Agreement is amended as follows: (i) by deleting and replacing the words “Except as otherwise expressly provided in this Agreement, the Seller” with the words “Except as otherwise expressly provided in this Agreement, each Seller Entity”; and (ii) by deleting and replacing the words “in this Section 5.01(c) shall prevent the Seller” with the words “in this Section 5.01(c) shall prevent the applicable Seller Entity”. (j) Section 5.01(d) of the Purchase Agreement is amended as follows: (i) by inserting the word “Entities” immediately following the words: (A) “Except as otherwise expressly required by this Agreement, the Seller”; (B) “Except as otherwise expressly required by this Agreement, with respect to the Business, the Seller”; (C) “(iii) modify, replace or supersede any credit, underwriting or collection practices of the Seller”; (D) “reflected, to the extent applicable, in the books and records of the Seller; and (E) “following entered into in the ordinary course of business consistent with the past practices of the Seller”; (ii) by deleting and replacing the words “(vi) take any action that would breach any of the Seller’s representations” with the words “(vi) take any action that would breach any Seller Entity’s representations”; and (iii) by deleting and replacing each occurrence of the words “the Seller” with the words “any Seller Entity” in the following: (A) “provided, however, that nothing contained in this Agreement shall prohibit (A) the Seller”; and (B) “(B) the Seller from complying with the Conduit Facility Document”. (k) Section 5.02 of the Purchase Agreement is amended as follows: (i) by inserting the word “Entities” immediately following the words: (A) “Between the date of this Agreement and the Closing, the Seller “; and (B) “(a) render inaccurate in any material respect any representation or warranty made by the Seller “; and (ii) by deleting and replacing the words “transactions contemplated hereby or the performance by the Seller” with the words “transactions contemplated hereby or the performance by any Seller Entity”. (l) Section 5.04(a) of the Purchase Agreement is amended by deleting and replacing each occurrence of the words “the Seller”, other than the first occurrence of such words in the second line of such Section, with the words “any Seller Entity”. (m) Section 5.04(b)(i) of the Purchase Agreement is amended by deleting and replacing the words “or (B) a failure to perform any covenant, agreement or undertaking of the Seller” with the words “or (B) a failure to perform any covenant, agreement or undertaking of any Seller Entity”. (n) Section 5.04(b)(ii) of the Purchase Agreement is amended by deleting and replacing each occurrence of the words “the Seller” with the words “any Seller Entity” in the following: (i) “breach of any representation or warranty made by the Seller”; and (ii) “any certificate delivered by or on behalf of the Seller “. (o) Section 5.04(c) of the Purchase Agreement is amended by deleting and replacing each occurrence of the words “the Seller” with the words “the Seller Entities” in the heading of such Section and in Sections 5.04(c)(ii) and (iii). (p) Sections 5.04(d)(i) through (iv) of the Purchase Agreement are amended by deleting and replacing each occurrence of the words “the Seller” with the words “any Seller Entity” in Sections 5.04(d)(i), (ii), (iii) and (iv). (q) Section 5.04(d)(v) is amended by: (i) deleting and replacing the words “by the Seller of any” with the words “by any Seller Entity of any”; (ii) deleting and replacing the words “provided that the Seller shall be deemed” with the words “provided that such Seller Entity shall be deemed”; and (iii) deleting and replacing the words “employees of the Business by the Seller on or prior to Closing” with the words “employees of the Business by any Seller Entity on or prior to Closing”. (r) Section 5.04(e) of the Purchase Agreement is amended by deleting and replacing each occurrence of the words “the Seller” with the words “any Seller Entity” in Sections 5.04(e)(i), (iii) and (iv). (s) Section 5.08(a) of the Purchase Agreement is amended by: (i) deleting “, Transition Services Agreement” from the heading; and (ii) replacing the text of Section 5.08(a)(ii) in its entirety with “intentionally deleted”. (t) Sections 3.14 and 5.09 of the Purchase Agreement are amended by replacing each occurrence of the term “Transition Services Agreement” with “Administrative Services Agreement”. (u) Section 5.11(a) of the Purchase Agreement is amended by deleting and replacing the occurrence of the words “The Seller” with the words “Each Seller Entity”. (v) Sections 5.11(b) and 5.25 of the Purchase Agreement are amended by deleting and replacing the words “the Seller” with the words “a Seller Entity”. (w) Sections 5.13, 5.18, 5.27, 8.02 and 8.14 of the Purchase Agreement are amended by deleting and replacing each occurrence of the words “the Seller” with the words “the Seller Entities”. (x) Section 5.16(b) of the Purchase Agreement is amended as follows: (i) by deleting and replacing the words “Program Documentation, the Seller” with the words “Program Documentation, each Seller Entity”; (ii) by deleting and replacing each occurrence of the words “the Seller” with the words “such Seller Entity” in the following: (A) “(including any information made available to the Seller”; (B) “provided, however, that the source of such information is not known by the Seller”; and (C) “(iv) was available to the Seller”; (iii) by deleting and replacing the words “provided, however, that the Seller shall not be required to maintain” with the words “provided, however, that each such Seller Entity shall not be required to maintain”; and (iv) by deleting and replacing each occurrence of the words “the Seller” with the words “a Seller Entity” in the following: (A) “(ii) is or becomes available to the Seller”; and (B) “(iii) has been independently acquired or developed by the Seller”. (y) Section 5.21 of the Purchase Agreement is amended by: (i) deleting and replacing the words “the Seller nor any of its Affiliates” with the words “the Seller Entities nor any of their Affiliates”; and (ii) deleting and replacing the words “for the benefit of the Seller” with the words “for the benefit of any Seller Entity”. (z) Section 8.04 of the Purchase Agreement is amended as follows: (i) by deleting and replacing the words “If to the Seller at:” with the words “If to any Seller Entity at:"; (ii) by deleting “XXXXXX FINANCIAL CANADA c/o” immediately following “and if to the Purchaser, at:"; (iii) by deleting and replacing the words “Attention: Operations Counsel” with the words “Attention: Associate General Counsel — Canada”; and (iv) by deleting and replacing the words “or to the Seller” with the words “or to the Seller Entities”. (aa) Exhibit A to the Purchase Agreement is amended as follows: (i) inserting the following new definition: ““Administrative Services Agreement” shall have the meaning set forth in the definition of Program Documentation.”;

Amendments to Purchase Agreement. Effective as of the Effective “Closing Date: ” (a) as defined in Section 2.1.1 of 7 below), the Purchase Agreement is hereby amended as follows: a. Section 2.1(a) is hereby amended by amending and restating the phrase “on or after the last day of such month” in the second sentence of the last paragraph thereof to read as “either on or after the last day of such month or, if applicable, on the date of any interim servicing report”. b. Section 4.1 is hereby amended by adding the following sentence at the end thereof: The parties recognize and agree that in order to avoid a multiplicity of wires, and the related bank charges, and to simplify the administration of payments, (i) pursuant to the Receivables Purchase Agreement, the Buyer has instructed ARSC to pay to Cartus as the Originator all amounts owing by ARSC to the Buyer on account of the purchase price under the Receivables Purchase Agreement, to the extent necessary to satisfy the obligations of the Buyer to pay the CFC Purchase Price to Cartus as the Originator hereunder, (ii) pursuant to the Transfer and Servicing Agreement, ARSC has instructed the Issuer to pay to the Buyer or its assignee all amounts owing by the Issuer to ARSC on account of the purchase price under the Transfer and Servicing Agreement to the extent necessary to satisfy the obligations of ARSC to pay the purchase price to the Buyer as required by the Receivables Purchase Agreement, and (iii) the result of the foregoing provisions is that the Issuer will make payments directly to Cartus as the Originator, which payments shall constitute payment from the Issuer to ARSC, from ARSC to the Buyer, and from the Buyer to Cartus as the Originator, and the obligations of the Buyer under this Section 4.1 shall be satisfied to the extent of such payments received by Cartus as the Originator. c. Section 7.3(f) is hereby amended by replacing the words “Cartus Equity Loan Note or Cartus Equity Loan Agreement” with the words “ or Cartus Equity Advance Agreement”. d. Clause (ii) of Section 7.1(h) is hereby amended by deleting the phrase “or Weekly Activity Report, as applicable” set forth therein. e. Section 7.1(j) is hereby amended by adding the following phrase immediately following the opening phrase “To the extent permitted by applicable law and GAAP”: and subject to the consolidated financial reporting principles applicable to the Originator f. Clause (ix) of Section 7.4(a) is hereby amended and restated to read in its entirety as follows: 2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the Closing, less any amount of the Allocated Closing Cash Portion (as defined in Section 2.1(c), below), which shall be paid as described in Section 2.7, below.” (b) A new Section 2.1(c) of the Purchase Agreement is added to read in its entirety as follows: (c) Payment of a Portion of the Closing Cash Consideration by way of the Allocated Closing Cash Portion. (i) A total of up to Twenty Million dollars (USD$20,000,000) of the Closing Cash Consideration may be paid to the Sellers by the Purchaser, after Closing pursuant to Section 2.7 hereof, and may be paid solely from the Aggregate Required Closing Cash that the Companies are required to have at Closing pursuant to Section 3.30 hereof, as long as the Aggregate Required Closing Cash, after the payment thereof to Sellers, will not leave any Company insolvent or with inadequate cash to pay its debts, bills, and other liabilities as they become due, in the ordinary course of business. ________ 1 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1437925/000147793223004933/gmgi_ex22.htm (ii) The applicable portion of the Closing Cash Consideration allocated to the Closing Cash Consideration by the Parties as discussed below, is defined as the “Allocated Closing Cash Portion.” The Allocated Closing Cash Portion shall be deemed a part of the Closing Cash Consideration, and shall decrease proportionately the amount of cash payable by the Purchaser to the Sellers at Closing, with the remaining amount thereof payable pursuant to Section 2.7 hereof. (iii) The Purchaser shall provide the Sellers written notice of the portion of the Aggregate Required Closing Cash which it proposes to allocate to the Closing Cash Consideration (the “Requested Allocated Closing Cash Portion”) at least ten (10) days prior to the date on which Purchaser in good faith expects all of the conditions to Closing as set forth herein to have occurred (the “Expected Closing Date”). (To be clear, such notice will specify both the Requested Allocated Closing Cash Portion and the Expected Closing Date.) The Sellers shall then have ten (10) days to either (a) accept the Purchaser’s Requested Allocated Closing Cash Portion, in writing, in which case such Requested Allocated Closing Cash Portion shall become the “Allocated Closing Cash Portion” for purposes of this Agreement, and the Parties shall use their commercially reasonable best efforts to close the Acquisition on the Expected Closing Date, or (b) reject such Requested Allocated Closing Cash Portion in writing, by designating a lesser amount of Aggregate Required Closing Cash to become the Allocated Closing Cash Portion, which shall thereafter become the “Allocated Closing Cash Portion” for purposes of this Agreement. If Sellers provide a notice of rejection under Section 2.1(c)(iii)(b): (1) such rejection shall be known as an “Allocated Closing Cash Portion Rejection”; and (2) the amount obtained by taking the Requested Allocated Closing Cash Portion and subtracting the actual amount of Allocated Closing Cash Portion approved by the Seller, shall be known as the “Closing Cash Deficiency”). (iv) In the event of an Allocated Closing Cash Portion Rejection, the Purchaser shall not be subject to liability for its failure to close the Acquisition by the Expected Closing Date, based on its failure to pay the Closing Cash Consideration, and such failure shall not be deemed a breach of this Agreement. Additionally, the Purchaser shall have up to forty-five (45) additional days from the Expected Closing Date to obtain sufficient funding to pay the Closing Cash Deficiency (a “Closing Cash Extension”). The Purchaser shall use commercially reasonable efforts to promptly raise funding to pay the Closing Cash Deficiency during the Closing Cash Extension, provided that the Purchaser shall not be required to accept any funding terms or other conditions which the Board of Directors of the Purchaser does not determine are in the best interests of the Purchaser or its stockholders under all of the relevant circumstances. In the event the last day of the Closing Cash Extension would be after the date then designated as the Required Closing Date under Section 6.1, the Required Closing Date shall automatically be extended to the date which falls at the end of the Closing Cash Extension. Notwithstanding the above, the Purchaser shall be required to close the Acquisition within five (5) Business Days of Purchaser obtaining sufficient capital to pay the Closing Cash Deficiency, in the event all of the other conditions to Closing have been, or will be, satisfied as of such date. (c) Section 2.4.2 of the Purchase Agreement is amended and restated to read in its entirety as follows:

Amendments to Purchase Agreement. Effective as of the Effective Datedate hereof, the Purchase Agreement shall be amended by adding the following to the Purchase Agreement: (a) All references contained in the Purchase Agreement to execution of Individual Purchase Agreements by the Gassonic Equityholders other than the Company and the closing of the purchases contemplated thereunder (including without limitation the references set forth in Sections 2.1(c), 4.1(r)(ii), 4.1(t), 4.2(i), and 4.2(j)) are hereby deleted and replaced with references to execution and delivery by said Gassonic Equityholders of the Share Purchase Agreements; provided that the parties agree that the purchases under the Share Purchase Agreements will close within the time frame provided for in such Share Purchase Agreements and, as a result, shall not be a condition precedent to the Closing under the Purchase Agreement. (b) In no event shall any Gassonic Equityholder other than the Company (i) be required to deposit any portion of the purchase price payable to it for its shares in Gassonic with the Escrow Agent pursuant to Section 2.1.1 1.2(b) of the Purchase Agreement is amended and restated or be deemed to read in its entirety as follows: 2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired have agreed to the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the Closing, less any amount terms of the Allocated Closing Cash Portion Escrow Agreement (as defined in Section 2.1(c1.2(b) of the Purchase Agreement), below)it being understood that the portion of the purchase price which such Gassonic Equityholders was to deposit under the Escrow Agreement shall instead be deposited by the GMT Members, which shall be paid as described or (ii) with respect to the working capital adjustment set forth in Section 2.71.4 of the Purchase Agreement, below.” (b) A new be responsible for contributing to any payment due to Buyer under Section 2.1(c1.4(c)(ii) of the Purchase Agreement is added or be entitled to read in its entirety as follows: (c) Payment of a Portion of the Closing Cash Consideration receive any proceeds from any amount payable by way of the Allocated Closing Cash Portion. (i) A total of up to Twenty Million dollars (USD$20,000,000Buyer under Section 1.4(c)(i) of the Closing Cash Consideration may Purchase Agreement, it being understood and agreed that any working capital adjustment payment due to Buyer which relates to Gassonic shall be paid made by the GMT Members through withdrawal of such amount from the Escrow Account maintained with respect to the Sellers Company and any working capital adjustment payment made by Buyer which relates to Gassonic shall be payable to the Purchaser, after Closing pursuant to Section 2.7 hereof, and may be paid solely from Members’ Representative (for the Aggregate Required Closing Cash that the Companies are required to have at Closing pursuant to Section 3.30 hereof, as long as the Aggregate Required Closing Cash, after the payment thereof to Sellers, will not leave any Company insolvent or with inadequate cash to pay its debts, bills, and other liabilities as they become due, in the ordinary course of business. ________ 1 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1437925/000147793223004933/gmgi_ex22.htm (ii) The applicable portion benefit of the Closing Cash Consideration allocated to the Closing Cash Consideration by the Parties as discussed below, is defined as the “Allocated Closing Cash Portion.” The Allocated Closing Cash Portion shall be deemed a part of the Closing Cash Consideration, and shall decrease proportionately the amount of cash payable by the Purchaser to the Sellers at Closing, with the remaining amount thereof payable pursuant to Section 2.7 hereof. (iii) The Purchaser shall provide the Sellers written notice of the portion of the Aggregate Required Closing Cash which it proposes to allocate to the Closing Cash Consideration (the “Requested Allocated Closing Cash Portion”) at least ten (10) days prior to the date on which Purchaser in good faith expects all of the conditions to Closing as set forth herein to have occurred (the “Expected Closing Date”GMT Members). (To be clear, such notice will specify both the Requested Allocated Closing Cash Portion and the Expected Closing Date.) The Sellers shall then have ten (10) days to either (a) accept the Purchaser’s Requested Allocated Closing Cash Portion, in writing, in which case such Requested Allocated Closing Cash Portion shall become the “Allocated Closing Cash Portion” for purposes of this Agreement, and the Parties shall use their commercially reasonable best efforts to close the Acquisition on the Expected Closing Date, or (b) reject such Requested Allocated Closing Cash Portion in writing, by designating a lesser amount of Aggregate Required Closing Cash to become the Allocated Closing Cash Portion, which shall thereafter become the “Allocated Closing Cash Portion” for purposes of this Agreement. If Sellers provide a notice of rejection under Section 2.1(c)(iii)(b): (1) such rejection shall be known as an “Allocated Closing Cash Portion Rejection”; and (2) the amount obtained by taking the Requested Allocated Closing Cash Portion and subtracting the actual amount of Allocated Closing Cash Portion approved by the Seller, shall be known as the “Closing Cash Deficiency”). (iv) In the event of an Allocated Closing Cash Portion Rejection, the Purchaser shall not be subject to liability for its failure to close the Acquisition by the Expected Closing Date, based on its failure to pay the Closing Cash Consideration, and such failure shall not be deemed a breach of this Agreement. Additionally, the Purchaser shall have up to forty-five (45) additional days from the Expected Closing Date to obtain sufficient funding to pay the Closing Cash Deficiency (a “Closing Cash Extension”). The Purchaser shall use commercially reasonable efforts to promptly raise funding to pay the Closing Cash Deficiency during the Closing Cash Extension, provided that the Purchaser shall not be required to accept any funding terms or other conditions which the Board of Directors of the Purchaser does not determine are in the best interests of the Purchaser or its stockholders under all of the relevant circumstances. In the event the last day of the Closing Cash Extension would be after the date then designated as the Required Closing Date under Section 6.1, the Required Closing Date shall automatically be extended to the date which falls at the end of the Closing Cash Extension. Notwithstanding the above, the Purchaser shall be required to close the Acquisition within five (5) Business Days of Purchaser obtaining sufficient capital to pay the Closing Cash Deficiency, in the event all of the other conditions to Closing have been, or will be, satisfied as of such date. (c) The Cash Purchase Price as set forth in Section 2.4.2 1.2(a) of the Purchase Agreement is amended shall be deleted and restated shall instead be: $68,837,100 USD. (d) The Escrow Amount as set forth in Section 1.2(b) of the Purchase Agreement shall be deleted and shall instead be: $11,350,900 USD. (e) The names of Xxxxxx Tranderup Xxxxxx and Xxxxxxx Xxxxxxxxx shall be deleted from Schedules 6.1, 6.2 and 6.3 to read the Purchase Agreement, it being understood and agreed that Messrs. Xxxxxx and Neethling will not be bound by the covenants contained in its entirety Sections 6.1, 6.2 and 6.3 of the Purchase Agreement but instead will be bound by the covenants contained in Section 11 of the Share Purchase Agreements. (f) The GMT Members have informed the Buyer that the Company, the Members’ Representative and Mr. Yong have entered into a Cancellation, Transfer and Waiver agreement that provides for the (i) termination of the nominee relationship between the Company and Mr. Yong with respect to the five percent interest in Wuxi held in the Company’s name as follows:nominee for Mr. Yong, and (ii) transfer to the Company of 500 shares of GMHK owned by Mr. Yong. Further, the promissory note dated as of September 15, 2008 made by Mr. Yong in favor of the Company in the original principal amount of $124,677.57 and with an outstanding balance of USD$36,517 representing both principal and accrued but unpaid interest as of October 13, 2010, will be paid in-full and cancelled. No representations or warranties are made by the GMT Members to Buyer with respect to the termination of the nominee relationship or transfer of the shares of GMHK set forth in this Section 2(f), other than that funds from the GMT Members were used in an amount sufficient to complete the transactions described above in this Section 2(f).

Amendments to Purchase Agreement. Effective The Purchase Agreement is amended as follows: 2.1 The Closing Date shall be July 1, 1998. 2.2 Cavanaughs waives its contingencies under Section 5.3 of the Effective Date:Purchase Agreement. 2.3 Immediately upon complete execution of this Management Agreement, Cavanaughs shall increase the amount of the Earnest Money, inclusive of any interest accrued to date, to a total of Two Million Dollars (a) Section 2.1.1 $2,000,000). Any interest on the Earnest Money shall be for the benefit of Stellxx. 2.4 The Cut-off Time shall be 11.59 p.m. of May 31, 1998, and all closing adjustments described in Sections 9.2 and 10 of the Purchase Agreement is amended and restated to read in its entirety as follows: 2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to made as of the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the Cut-off Time. At Closing, less any amount the prorations and adjustments shall include a credit to Stellar for all deposits which Stellar has made against work to be performed on the pool, convention area roof replacement or parking lot of the Allocated Closing Cash Portion (as defined in Section 2.1(c)Property. 2.5 Effective June 1, below)1998, which Cavanaughs shall take magement of the Property under the terms of this Management Agreement. Possession under the Purchase Agreement will take place at Closing. 2.6 All deliveries of documents shall be paid as described in Section 2.7, below.” (b) A new Section 2.1(c) 11 of the Purchase Agreement is added to read in its entirety Agreement, provided, however, that Cavanaughs shall have the full benefit of and responsibility for the following effective as followsof the Cut- off Time under the terms of this Management Agreement: (c) Payment 2.6.1 Cavanaughs shall have the full use of a Portion and responsibility for all Service Equipment, Consumables, Operating Equipment, Space Leases, Hotel Contracts, Transferable Permits, Names and Miscellaneous Assets. There are no Capital Leases. Cavanaughs is not assuming any Equipment Leases beyond being responsible for making the payments for Equipment Leases attributable to the month of June, 1998. 2.6.2 The termination of employees and notice thereof described in Section 11.1.8 shall be as of the Closing Cash Consideration by way Cut- off Time. Cavanaughs will hire all employees used in the management of the Allocated Closing Cash PortionHotel under this Management Agreement. (i) A total of up 2.7 Stellar and Cavanaughs shall execute and deliver to Twenty Million dollars (USD$20,000,000) one another the Olympus Lease/Management Agreement in the form delivered to Stellar on May 26, 1998. 2.8 Stellar shall deliver to Coopers and Lybrand, in connection with the audit of the Closing Cash Consideration may be paid to 1900 xxxxncial statements of the Sellers by Property, the Purchaser, after Closing pursuant to Section 2.7 hereof, and may be paid solely from the Aggregate Required Closing Cash that the Companies are required to have at Closing pursuant to Section 3.30 hereof, as long as the Aggregate Required Closing Cash, after the payment thereof to Sellers, will not leave any Company insolvent or with inadequate cash to pay its debts, bills, and other liabilities as they become due, representation letter in the ordinary course of business. ________ 1 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1437925/000147793223004933/gmgi_ex22.htm (ii) The applicable portion of the Closing Cash Consideration allocated form delivered to the Closing Cash Consideration by the Parties as discussed belowStellar on May 26, is defined as the “Allocated Closing Cash Portion1998.” The Allocated Closing Cash Portion shall be deemed a part of the Closing Cash Consideration, and shall decrease proportionately the amount of cash payable by the Purchaser to the Sellers at Closing, with the remaining amount thereof payable pursuant to Section 2.7 hereof. (iii) The Purchaser shall provide the Sellers written notice of the portion of the Aggregate Required Closing Cash which it proposes to allocate to the Closing Cash Consideration (the “Requested Allocated Closing Cash Portion”) at least ten (10) days prior to the date on which Purchaser in good faith expects all of the conditions to Closing as set forth herein to have occurred (the “Expected Closing Date”). (To be clear, such notice will specify both the Requested Allocated Closing Cash Portion and the Expected Closing Date.) The Sellers shall then have ten (10) days to either (a) accept the Purchaser’s Requested Allocated Closing Cash Portion, in writing, in which case such Requested Allocated Closing Cash Portion shall become the “Allocated Closing Cash Portion” for purposes of this Agreement, and the Parties shall use their commercially reasonable best efforts to close the Acquisition on the Expected Closing Date, or (b) reject such Requested Allocated Closing Cash Portion in writing, by designating a lesser amount of Aggregate Required Closing Cash to become the Allocated Closing Cash Portion, which shall thereafter become the “Allocated Closing Cash Portion” for purposes of this Agreement. If Sellers provide a notice of rejection under Section 2.1(c)(iii)(b): (1) such rejection shall be known as an “Allocated Closing Cash Portion Rejection”; and (2) the amount obtained by taking the Requested Allocated Closing Cash Portion and subtracting the actual amount of Allocated Closing Cash Portion approved by the Seller, shall be known as the “Closing Cash Deficiency”). (iv) In the event of an Allocated Closing Cash Portion Rejection, the Purchaser shall not be subject to liability for its failure to close the Acquisition by the Expected Closing Date, based on its failure to pay the Closing Cash Consideration, and such failure shall not be deemed a breach of this Agreement. Additionally, the Purchaser shall have up to forty-five (45) additional days from the Expected Closing Date to obtain sufficient funding to pay the Closing Cash Deficiency (a “Closing Cash Extension”). The Purchaser shall use commercially reasonable efforts to promptly raise funding to pay the Closing Cash Deficiency during the Closing Cash Extension, provided that the Purchaser shall not be required to accept any funding terms or other conditions which the Board of Directors of the Purchaser does not determine are in the best interests of the Purchaser or its stockholders under all of the relevant circumstances. In the event the last day of the Closing Cash Extension would be after the date then designated as the Required Closing Date under Section 6.1, the Required Closing Date shall automatically be extended to the date which falls at the end of the Closing Cash Extension. Notwithstanding the above, the Purchaser shall be required to close the Acquisition within five (5) Business Days of Purchaser obtaining sufficient capital to pay the Closing Cash Deficiency, in the event all of the other conditions to Closing have been, or will be, satisfied as of such date. (c) Section 2.4.2 of the Purchase Agreement is amended and restated to read in its entirety as follows:

Amendments to Purchase Agreement. Effective as of the “Amendment Effective Date” (as defined in Section 6 below), the Purchase Agreement is hereby amended as follows: (a) Section 2.1.1 of the Purchase Agreement 2.12(a) is hereby amended and restated to read in its entirety as follows: 2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the Closing, less any amount of the Allocated Closing Cash Portion (as defined in Section 2.1(c), below), which shall be paid as described in Section 2.7, below.” (b) A new Section 2.1(c) of the Purchase Agreement is added to read in its entirety as follows: (ca) Payment of If a Portion of the Closing Cash Consideration by way of the Allocated Closing Cash Portion. (i) A total of up to Twenty Million dollars (USD$20,000,000) of the Closing Cash Consideration may be paid to the Sellers by the Purchaser becomes a Non-Funding Purchaser, after Closing pursuant to Section 2.7 hereofthen, and may be paid solely from the Aggregate Required Closing Cash that the Companies are required to have at Closing pursuant to Section 3.30 hereof, as so long as the Aggregate Required Closing Cash, after the payment thereof to Sellers, will not leave any Company insolvent or such Purchaser remains a Non-Funding Purchaser in accordance with inadequate cash to pay its debts, bills, and other liabilities as they become due, in the ordinary course of business. ________ 1 xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1437925/000147793223004933/gmgi_ex22.htm clause (iib) The applicable portion of the Closing Cash Consideration allocated to the Closing Cash Consideration by the Parties as discussed below, is defined as the “Allocated Closing Cash Portion.” The Allocated Closing Cash Portion shall be deemed a part of the Closing Cash Consideration, and shall decrease proportionately the amount of cash payable by the Purchaser to the Sellers at Closing, with the remaining amount thereof payable pursuant to Section 2.7 hereof. (iii) The Purchaser shall provide the Sellers written notice of the portion of the Aggregate Required Closing Cash which it proposes to allocate to the Closing Cash Consideration (the “Requested Allocated Closing Cash Portion”) at least ten (10) days prior to the date on which Purchaser in good faith expects all of the conditions to Closing as set forth herein to have occurred (the “Expected Closing Date”). (To be clear, such notice will specify both the Requested Allocated Closing Cash Portion and the Expected Closing Date.) The Sellers shall then have ten (10) days to either (a) accept the Purchaser’s Requested Allocated Closing Cash Portion, in writing, in which case such Requested Allocated Closing Cash Portion shall become the “Allocated Closing Cash Portion” for purposes notwithstanding any other provisions of this Agreement, any amount paid by the Seller for the account of such Non-Funding Purchaser under this Agreement (whether on account of Capital Investment, Daily Yield, Fees, Breakage Costs, indemnity payments or other amounts) will not be paid or distributed to such Non-Funding Purchaser, but will, so long as such Purchaser is a Non-Funding Purchaser, instead be retained by the Administrative Agent in a segregated non-interest bearing account (the “Non-Funding Purchaser Account”), until the Termination Date and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority (and the Parties Non-Funding Purchaser shall use their commercially reasonable best efforts to close the Acquisition on the Expected Closing Date, or (b) reject such Requested Allocated Closing Cash Portion in writing, by designating a lesser amount of Aggregate Required Closing Cash to become the Allocated Closing Cash Portion, which shall thereafter become the “Allocated Closing Cash Portion” for purposes of this Agreement. If Sellers provide a notice of rejection under Section 2.1(c)(iii)(b): (1) such rejection shall be known as an “Allocated Closing Cash Portion Rejection”; and (2) the amount obtained by taking the Requested Allocated Closing Cash Portion and subtracting the actual amount of Allocated Closing Cash Portion approved by have no claims against the Seller, the Administrative Agent or any Purchaser for making such redirected payments): first to the payment of amounts, if any, due and owing by such Non-Funding Purchaser to the Administrative Agent under this Agreement, together with interest thereon owing at the Index Rate; second to the payment of Daily Yield due and payable to the Other Purchasers, ratably among them in accordance with the amounts of such Daily Yield then due and payable to them; third to the payment of fees then due and payable to the Other Purchasers, ratably among them in accordance with the amounts of such fees then due and payable to them; fourth, if as of any Settlement Date the Capital Investment of any Other Purchaser exceeds its Pro Rata Share (as determined without giving effect to the proviso in the definition thereof) of the total Capital Investments, to repay the Capital Investments of each such Other Purchaser in the amount necessary to eliminate such excess, pro rata based on the Capital Investments of the Other Purchasers; fifth, to make any other mandatory reductions of Capital Investments of the Other Purchasers required under Section 2.08, pro rata based on the Capital Investment of such Other Purchasers; sixth to the ratable payment of other amounts then due and payable to the Other Purchasers; and seventh to pay any Daily Yield, Capital Investment or other amounts owing under this Agreement to such Non-Funding Purchaser in the order of priority set forth in Section 2.08(b) hereof or as a court of competent jurisdiction may otherwise direct; provided that funds shall be known as redirected from the “Closing Cash Deficiency”). (iv) In the event of an Allocated Closing Cash Portion Rejection, the Non-Funding Purchaser shall not be subject to liability for its failure to close the Acquisition by the Expected Closing Date, based on its failure Account to pay amounts owed under clauses second through sixth solely after application of other funds on deposit in the Closing Cash Consideration, Agent Accounts and only to the extent that such failure other funds are insufficient to make such payments. Any funds redirected from the Non-Funding Purchaser Account to make payments under clauses second through sixth above shall not be deemed to be payment by the Seller for purposes of determining whether a breach Termination Event has occurred and shall not discharge any obligations of this Agreementthe Seller to make such payment. AdditionallyTo the extent that any Other Purchasers have been paid with amounts redirected from the Non-Funding Purchaser Account, the Non-Funding Purchaser shall have up shall, from and after payment in full of all interest, Capital Investment and other amounts owed to forty-five (45) additional days the Other Purchaser, be subrogated to the rights of the Other Purchasers to the extent of any such payments from the Expected Closing Date to obtain sufficient funding to pay the Closing Cash Deficiency Non-Funding Purchaser Account under clause seventh above.” (a b) Schedule 8.01 is hereby amended and restated in its entirety as “Closing Cash Extension”). The Purchaser shall use commercially reasonable efforts to promptly raise funding to pay the Closing Cash Deficiency during the Closing Cash Extension, provided that the Purchaser shall not be required to accept any funding terms or other conditions which the Board of Directors of the Purchaser does not determine are in the best interests of the Purchaser or its stockholders under all of the relevant circumstances. In the event the last day of the Closing Cash Extension would be after the date then designated as the Required Closing Date under Section 6.1, the Required Closing Date shall automatically be extended to the date which falls at the end of the Closing Cash Extension. Notwithstanding the above, the Purchaser shall be required to close the Acquisition within five (5) Business Days of Purchaser obtaining sufficient capital to pay the Closing Cash Deficiency, in the event all of the other conditions to Closing have been, or will be, satisfied as of such dateSchedule 8.01” attached hereto. (c) Section 2.4.2 (a)(ii) of Annex 5.02 (a) is hereby amended to insert the following sentence at the end thereof: “Notwithstanding anything in this Purchase Agreement or any other Related Agreement to the contrary, if the Seller requests a Capital Purchase or notifies the Administrative Agent of a reduction in Capital Investment in connection with the delivery of a Weekly Report in accordance with the terms hereof, such Weekly Report shall constitute a Capital Purchase Request or a Reduction Notice, as applicable, for all purposes hereof (including, without limitation, for purposes of Section 3.02 hereof.” (d) Section 12.07(c) is hereby amended by adding the following to the end of such section: “In addition, if any Purchaser is a Non-Funding Purchaser, at the Seller’s request, the Administrative Agent, or a Person acceptable to the Administrative Agent, shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Funding Purchaser, and such Non-Consenting Purchaser agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Administrative Agent or such Person, all of the Purchase Agreement is amended Commitments and restated Purchaser Interests of such Non-Funding Purchaser for an amount equal to read in its entirety as follows:the Capital Investment held by the Non-Funding Purchaser and all accrued Daily Yield and Fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment Agreement.”