Common use of Amendments to Subscription Agreement Clause in Contracts

Amendments to Subscription Agreement. A. Section 1(f) of the Subscription Agreement is hereby amended and restated in its entirety as follows: “Notwithstanding anything to the contrary in the Shareholders’ Agreement or the Charter, except in connection with an Approved Sale (as defined in the Charter) and except as otherwise consented to by the Issuer, (a) from the date hereof through the consummation of the first underwritten public offering by the Issuer registered under the Securities Act after May 17, 2012 (the “IPO”), the Purchaser shall not, and each of its respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Issued Shares to any Competitor, and each transferee of any Issued Shares shall, concurrent with and as a condition precedent to, any transfer of Issued Shares, execute and deliver to the Issuer a joinder agreement to this Section 1(f), and (b) at any time following the consummation of the IPO, the Purchaser shall not, and each of its respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Issued Shares to any person known by the Purchaser, each of its respective transferees and any subsequent transferees, as the case may be, to be a Competitor.” B. Section 3(e) of the Subscription Agreement is hereby amended by deleting the first paragraph thereof in its entirety and replacing it as follows:

Amendments to Subscription Agreement. A. Section 1(f1(e) of the Subscription Agreement is hereby amended and restated in its entirety as follows: “Notwithstanding anything to the contrary in the Shareholders’ Agreement or the Charter, except in connection with an Approved Sale (as defined in the Charter) and except as otherwise consented to by the Issuer, (a) from the date hereof through the consummation of the first underwritten public offering by the Issuer registered under the Securities Act after May 17, 2012 (the “IPO”), the Purchaser shall not, and each of its respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Issued Shares to any Competitor, and each transferee of any Issued Shares shall, concurrent with and as a condition precedent to, any transfer of Issued Shares, execute and deliver to the Issuer a joinder agreement to this Section 1(f1(e), and (b) at any time following the consummation of the IPO, the Purchaser shall not, and each of its respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Issued Shares to any person known by the Purchaser, each of its respective transferees and any subsequent transferees, as the case may be, to be a Competitor.” B. Section 3(e3(k) of the Subscription Agreement is hereby amended by deleting the first paragraph thereof in its entirety and replacing it as follows: “Except as otherwise consented to by the Issuer, each certificate or instrument representing the Issued Shares, if certificates representing such Issued Shares are issued, shall be imprinted with a legend in substantially the following form:”