Section 11(a). Section 11(a) of the Pledge Agreement is hereby amended and restated as follows:
(i) Shin Nippon Biomedical Laboratories, Ltd. fails to make any payment when due under the Prior Loan Agreements, the Existing Loan Agreement or the New Loan Agreement or (ii) another “Event of Default” occurs under the Loan Agreement as such term is defined in any of the Prior Loan Agreements, another “Event of Default” occurs under the Existing Loan Agreement as such term is defined in the Existing Loan Agreement, or another “Event of Default” occurs under the New Loan Agreement as such term is defined in the New Loan Agreement), or;”.
Section 11(a). The third sentence of Section 11(a) of the Bridge Notes is hereby deleted.
Section 11(a). The third sentence of Section 11(a) of the November 2016 Notes is hereby deleted.
Section 11(a). Section 1.1 (a) of the Voting Agreement is hereby amended by replacing “seven (7)” with “eight (8).”
Section 11(a) of the Employment Agreement is hereby amended by inserting the language "raised in a timely manner by the Board of Directors" after the word "part" at the conclusion of the second sentence of such Section and by inserting the following sentence in lieu of the penultimate sentence: "Further, any termination for Cause must be in writing, approved by a majority of the members of the Board of Directors of the Company excluding Executive and must state the bona fide reasons therefor." Section 11b. of the Employment Agreement is hereby amended by deleting the text in its entirety and replacing it with the following:
Section 11(a). Section 1.1(a) of the Subscription Agreement is hereby deleted in its entirety and amended and restated to read as follows: “The Company has authorized the issuance and sale of promissory notes that shall be dated as of the First Closing Date or the applicable Subsequent Closing Date as applicable (as defined below) and shall be in the aggregate original principal amount of up to Two Million Dollars ($2,000,000) USD in substantially the form attached hereto as Exhibit A (the “Senior Secured Notes” and each a “Senior Secured Note”), subject to the receipt by the Company or Persons as directed by the Company of the Consideration no later than the applicable Closing Date. In exchange for the Consideration paid by each Purchaser, the Company will sell and issue to such Purchaser a Senior Secured Note. Each Senior Secured Note will have a principal balance equal to the Consideration paid by such Purchaser for such Senior Secured Note, as set forth opposite such Purchaser’s name on Schedule A, and shall accrue interest on its unpaid principal balance at an aggregate rate of fifteen percent (15%) per annum (with a minimum of one year of interest), which interest shall accrue from the Closing Date and all accrued and unpaid interest shall be due and payable in full on the first Business Day of each month (the “Interest”). There will be a three (3)-day grace period following the first Business Day of each month, after which a late payment fee of $100 (the “Late Payment Fee”) per day per Senior Secured Note shall be assessed and payable in addition to the past due Interest. Any arrears in Interest or the incurrence of a Late Payment Fee shall constitute an Event of Default under the Senior Secured Notes until cured, and the Purchaser shall be entitled to all remedies available to it under the Senior Secured Notes and this Agreement. In addition, each holder of a Senior Secured Note issued effective as of January 9, 2024 (each a “First Note”) shall be entitled to a lump sum cash payment in an amount equal to the difference between (a) twelve (12) months of Interest on the unpaid principal balance of such First Note and (b) the amount of Interest previously paid to such holder through the initial Subsequent Closing Date (the “Additional Payment”), which Additional Payment shall be paid by the Company to each holder of a First Note on the initial Subsequent Closing Date. For the avoidance of doubt, the Interest on each First Note shall thereafter continue to accrue and...
Section 11(a). The third sentence of Section 11(a) of the 2015 Notes is hereby deleted.
Section 11(a). The reference in Section 1.1(a) of the Credit Agreement to “One Hundred Million Dollars ($100,000,000)” is hereby amended to be “One Hundred Fifty Million Dollars ($150,000,000).”
Section 11(a). Note Payments.................................................................................77
Section 11(a). The Company will make generally available to its security holders as soon as practicable an earnings statement (which need not be audited) covering a 12‑month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder.
