Amendments to the Investment Agreement. (a) Sections 3.3(a) and 4.9(e) and of the Investment Agreement are hereby amended by deleting the phrase “the Series B Preferred Stock” as it appears in such sections and replacing it, in each instance, with the phrase “the Series B Preferred Stock, the Series B-1 Preferred Stock, the Series C Preferred Stock and the Non-Voting Common Stock”.
(b) Section 4.1 is hereby amended by deleting the phrase “Series B Preferred Stock Articles of Amendment” and replacing it with the phrase “Securities Purchase Agreement, Series B Preferred Stock Articles of Amendment, Series B-1 Preferred Stock Articles of Amendment or the Series C Preferred Stock Articles of Amendment”.
(c) The first sentence of Section 4.2(a) of the Investment Agreement is hereby amended by deleting the phrase “Common Stock” as it appears and replacing it, in each instance, with the phrase “Common Stock and Non-voting Common Stock”. The final sentence of Section 4.2(a) of the Investment Agreement is hereby amended by deleting the phrase “Series B Preferred Stock” in its entirety and replacing it, in each instance, with the phrase “the Series B Preferred Stock, the Series B-1 Preferred Stock, the Series C Preferred Stock and the Non-voting Common Stock”.
(d) Section 4.7 is hereby amended is hereby amended and restated as follows:
Amendments to the Investment Agreement. (a) The last sentence of Section 5.1 of the Investment Agreement is hereby amended and restated as follows: The Chief Executive Officer or the Treasurer of the Company and the Chief Executive Officer, Chief Financial Officer or any Executive Vice President of St. Xxxx each shall have delivered at the Closing a certificate stating that each of the respective conditions specified in the preceding sentence has been fulfilled, which certificates shall also be delivered at any Second Closing.
(b) Section 1.1 of the Transfer Restrictions, Registration Rights and Standstill Agreement attached as Exhibit A to the Investment Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:
Amendments to the Investment Agreement. (a) Section 1.01 of the Investment Agreement is amended by inserting in such section in alphabetical order the following additional definitions:
Amendments to the Investment Agreement. (a) Section 1.1(a) of the Investment Agreement shall be amended as follows: (i) the reference to the number “526,075 (five hundred twenty-six thousand seventy-five)” in such Section shall be deleted and replaced with “526,336 (five hundred twenty-six thousand three hundred thirty-six)”; and (ii) the reference to the number “4,856,074 (four million eight hundred fifty-six thousand seventy-four)” in such Section shall be deleted and replaced with “4,858,485 (four million eight hundred fifty-eight thousand four hundred eighty-five)”.
(b) Section 1.1(b) of the Investment Agreement shall be amended as follows: the reference to the number “15,782 (fifteen thousand seven hundred eighty-two)” in such Section shall be deleted and replaced with “15,790 (fifteen thousand seven hundred ninety)”.
(c) Section 2.1 of the Investment Agreement shall be amended as follows: the reference to the number “526,075 (five hundred twenty six thousand and seventy five)” in such Section shall be deleted and replaced with “526,336 (five hundred twenty-six thousand three hundred thirty-six)”.
(d) Section 3.4(a) of the Investment Agreement shall be amended as follows: (i) the reference to the number “9,995,418” in such Section shall be deleted and replaced with “10,000,381”; and (ii) the reference to the number “2,000” in such Section shall be deleted and replaced with “1,000”.
(e) Schedule 3.4(a) to the Investment Agreement shall be replaced with the contents of Schedule 3.4(a) hereto. (f) Section 3.4(c) of the Investment Agreement shall be amended as follows: the reference to the number “7.46%” in such Section shall be deleted and replaced with “7.47%”.
(g) Schedule 3.4(c) to the Investment Agreement shall be replaced with the contents of Schedule 3.4(c) hereto. (h) Section 6.14 of the Investment Agreement shall be amended as follows: (i) the reference to “(the ‘2011 Program License Agreement’)” in clause (i) of such Section shall be deleted and replaced with “(as amended from time to time, the ‘2011 Program License Agreement’)”.
(ii) the reference to “(the ‘IPRA Amendment’)” in clause (iii) of such Section shall be deleted and replaced with “(as amended from time to time, the ‘IPRA Amendment’)”.
(iii) the reference to “(the ‘Mexico License Agreement’)” in clause (iv) of such Section shall be deleted and replaced with “(as amended from time to time, the ‘Mexico License Agreement’)”.
(iv) the reference to “(the ‘Sales Agency Agreement’)” in clause (v) of such Section shall be deleted a...
Amendments to the Investment Agreement. Subject to and on the terms and conditions contained herein, effective as of the date hereof, the Investment Agreement is hereby amended as follows:
(a) Section 1.01 of the Investment Agreement is hereby amended by inserting the following definition in the appropriate alphabetical order:
Amendments to the Investment Agreement. (a) Beginning on the date on which this Agreement is fully executed by both the Investor and the Company, Section 10.18 of the Investment Agreement shall be modified to read as follows: “The Company shall grant to the Investor Warrants for the purchase of an aggregate of seven million (7,000,000) shares of Common Stock, as follows:
i. Warrants to purchase up to four million (4,000,000) shares of Common Stock, at an exercise price of $0.25 per share;
ii. Warrants to purchase up to two million (2,000,000) shares of Common Stock, at an exercise price of $0.50 per share; and
iii. Warrants to purchase up to one million (1,000,000) shares of Common Stock, at an exercise price of $1.00 per share. The Warrants shall expire five (5) years from their respective grant date and shall have a “cashless” or “net exercise” provision.”
(b) Exhibit D to the Investment Agreement shall be replaced, in its entirety, with the Form of Warrant attached as Appendix A hereof.
Amendments to the Investment Agreement. (a) Section 1.01 of the Investment Agreement is amended by:
(i) deleting the definition of the term "Borrowing Base Report" and replacing it with the following:
Amendments to the Investment Agreement. 4.1 CR Holdings hereby agrees to be bound by and to observe in all respects the respective provisions of the Investment Agreement as if it had been a party thereto, in place of CRE as from the Effective Date and CR Holdings shall be responsible for all undertakings of CRE, and all its present, future, actual and contingent liabilities and obligations, under the Investment Agreement as from the Effective Date.
4.2 The Parties agree that the Investment Agreement shall be amended so that it reads as if it were restated in the form set out in Schedule 1 to this Deed, and that the Investment Agreement as so amended and restated shall be deemed to be effective as of the Effective Date.
4.3 With effect from the Effective Date, the Investment Agreement shall be deemed to have amended by the terms of this Deed. Subject to the provisions of and save as amended by this Deed, the Investment Agreement shall remain in full force and effect.
Amendments to the Investment Agreement. As of the date hereof, the Investment Agreement is hereby amended as follows:
(a) Section 5.1 of the Investment Agreement is hereby amended by inserting immediately following the words “If a Liquidity Event occurs after the Closing” the words “and prior to the consummation of an IPO”.
(b) Section 5.2 of the Investment Agreement is hereby amended by inserting immediately following the words “If a Co-Sale Event occurs after the Closing” the words “and prior to the consummation of an IPO”.
(c) Article V of the Investment Agreement is hereby amended to add the section set forth below:
Amendments to the Investment Agreement. With effect from the Effective Date, the Investment Agreement is hereby amended pursuant to the Clause 15.8 of the Investment Agreement as follow:
2.1 Amend Clause 1.1 of the Investment Agreement by:
2.1.1 revising the definition of Phase 1 Completion Deadline by changing “thirty (30)-month period” to “forty eight (48)-month period” so that it shall read as follow:
