Omnibus Amendment Sample Contracts

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OMNIBUS AMENDMENT
Omnibus Amendment • November 19th, 2022 • England and Wales

THIS OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of February [ ], 2017 by and between (i) Oxford Nanopore Technologies Ltd., registered in England and Wales, and its affiliates (“Oxford”) and (ii) , an individual based at the (“You”) and amends that certain Nanopore Product Terms and Conditions Agreement by and between Oxford and You dated (the “Nanopore Product Agreement); that certain Metrichor Terms of Use Agreement by and between Oxford

OMNIBUS AMENDMENT
Omnibus Amendment • July 1st, 2016 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

THIS OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of June 30, 2016, by and between MRI INTERVENTIONS, INC., a Delaware corporation (the “Company”) and [____________________] (the “Holder”).

1Hawaii II 125-0 Series McGarret A Omnibus Amendment
Omnibus Amendment • December 21st, 2020

This Omnibus Amendment (this “Amendment”) is made the 17th 20th day of November, 2000, between Hawaii II 125-0 Trust, a Delaware business trust (f/k/a/ Hawaii 125-0 Trust) (the “Trust”), Enron Energy Services, LLC, a Delaware limited liability company (the “Sponsor”), McGarret I, L.L.C., a Delaware limited liability company (“McGarret I”), Big Island I, L.L.C., a Delaware limited liability company (“Big Island I”), Enron Corp., an Oregon corporation (“Enron”) and Canadian Imperial Bank of Commerce, in its capacity as agent under that certain Facility Agreement dated March 31, 2000 as such agreement was amended and restated on May 31, 2000, in each case, executed by the Trust, Canadian Imperial Bank of Commerce and the other financial institutions party thereto (the “Agent”).

OMNIBUS AMENDMENT
Omnibus Amendment • December 23rd, 2009 • Alimera Sciences Inc • Pharmaceutical preparations • Delaware

THIS OMNIBUS AMENDMENT (the “Agreement”) is made and entered into as of August 25, 2009 between Alimera Sciences, Inc., a Delaware corporation (the “Company”) and each person or entity identified as a “Stockholder” on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).

OMNIBUS AMENDMENT
Omnibus Amendment • July 6th, 2017 • Zealand Pharma a/S • Pharmaceutical preparations • New York

This OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of March 15, 2017 by and among (i) ZP SPV 1 K/S, a limited partnership registered under the laws of Denmark (the “Issuer”), (ii) U.S. Bank National Association, a national banking association (the “Trustee”), (iii) Athyrium Opportunities Fund (A) LP, a Delaware limited partnership (“AOF A”), (iv) Athyrium Opportunities Fund (B) LP, a Delaware limited partnership (“AOF B”), (v) Athyrium Opportunities II Acquisition LP, a Delaware limited partnership (“AOF II”, and together with AOF A and AOF B, the “Noteholders”), (vi) Zealand Pharma A/S, a company registered under the laws of Denmark (“Zealand Parent”), (vii) ZP Holding SPV K/S, a limited partnership registered under the laws of Denmark (the “Master SPV”), (viii) ZP General Partner 1 ApS, a limited liability company registered under the laws of Denmark (“General Partner 1”) and (ix) ZP General Partner 2 ApS, a limited liability company registered under the laws of De

OMNIBUS AMENDMENT
Omnibus Amendment • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York

THIS OMNIBUS AMENDMENT, dated February 27, 2020 (this “Amendment”), is entered into by and between CMTG BB Finance LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Fee Letter (as defined below), and if not defined therein, in the Master Repurchase Agreement (as defined below).

OMNIBUS AMENDMENT
Omnibus Amendment • April 22nd, 2003 • World Financial Network Credit Card Master Trust • Asset-backed securities • New York

This OMINIBUS AMENDMENT, dated as of March 31, 2003 (this “Amendment”) is made among World Financial Network National Bank (“WFN”), as Servicer; WFN Credit Company, LLC (“WFN Credit”), as Transferor; World Financial Network Credit Card Master Trust (the “Issuer”); and BNY Midwest Trust Company (“BNY Midwest”), as Trustee of the Issuer and as Indenture Trustee under the Master Indenture (as defined below) to (i) the Transfer and Servicing Agreement, dated as of August 1, 2001 (as further amended from time to time, the “Transfer Agreement”), among WFN Credit, as Transferor, WFN, as Servicer and the Issuer; (ii) the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001 (as further amended from time to time, the “Pooling Agreement”), among WFN, as Servicer, WFN Credit as Transferor and BNY Midwest, as Trustee; (iii) the Series Supplements for the Series 1996-B Certificates and the Series 2003-VFC Certificates (as amended from time to time, the “Series Supp

OMNIBUS AMENDMENT
Omnibus Amendment • February 12th, 2021 • CONSOL Energy Inc. • Bituminous coal & lignite mining • New York

Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Financing Agreement described below.

OMNIBUS AMENDMENT
Omnibus Amendment • December 11th, 2008 • Incentra Solutions, Inc. • Services-business services, nec • New York

This Omnibus Amendment (this “Amendment”), dated as of November 28, 2008, is entered into by and among Incentra Solutions, Inc. (f/k/a Front Porch Digital, Inc.) a Nevada corporation (the "Company"), and LV Administrative Services, Inc., as administrative and collateral agent (the “Agent”) for each of Valens Offshore SPV I, Ltd., a Cayman Islands Company (“Valens Offshore”) and PSource Structured Debt Limited, a Guernsey company (“PSource” and, together with the Agent and Valens Offshore, the “Holders” and each, a “Holder”) for the purpose of amending that certain Secured Term Note, dated as of July 31, 2007, issued by the Company to Calliope Capital Corporation (“CCC”) and subsequently assigned in full to each of Valens Offshore and PSource (as amended, modified or supplemented from time to time, the “Term Note”). Reference is also made to that certain Securities Purchase Agreement, dated as of July 31, 2007 by and among the Company and CCC (as amended, modified or supplemented from t

OMNIBUS AMENDMENT
Omnibus Amendment • March 30th, 2009 • Averion International Corp. • Services-commercial physical & biological research • New York

This OMNIBUS AMENDMENT (this “Amendment”), dated as of March 13, 2009 (the “Effective Date”), by and among Averion International Corp., a Delaware corporation (the “Company”), on the one hand, and (i) the 2007 Buyers (defined below) holding at least sixty six and two thirds percent (66 2/3%) of the aggregate original principal amount of the 2007 Notes (defined below) (a “2007 Required Majority”); and (ii) the 2008 Buyers (defined below) holding at least sixty six and two thirds percent (66 2/3%) of the aggregate original principal amount of the 2008 Notes (defined below) (a “2008 Required Majority”), on the other hand, amends: (i) that certain Securities Purchase Agreement by and among the Company and the 2007 Buyers dated as of October 31, 2007, as amended on November 5, 2007, and further amended on June 27, 2008 (the “2007 Securities Purchase Agreement”); and (ii) those certain Notes (defined below) entered into in connection with the 2007 Securities Purchase Agreement and 2008 Secur

OMNIBUS AMENDMENT
Omnibus Amendment • August 27th, 2008 • Sten Corp • Short-term business credit institutions • New York

This Omnibus Amendment dated August 22, 2008, by and between STEN Corporation, a Minnesota corporation (“STEN”), STEN Credit Corporation, a Utah corporation (“STEN Credit”), STENCOR, Inc., a Minnesota corporation (“STENCOR”), STEN Financial Corporation, a Utah corporation (“STEN Financial”), EasyDrive Cars and Credit Corp., an Arizona corporation (“Easy Drive”), BTAC Properties, Inc., a Minnesota corporation (“BTAC”), Alliance Advance, Inc., an Arizona corporation (“Alliance”), STEN Acquisition Corporation, a Minnesota corporation (“STEN Acquisition”), and Burger Time Acquisition Corporation, a Minnesota corporation (“BT Acquisition” and together with STEN, STEN Credit, STENCORP, EasyDrive, BTAC, Alliance, STEN Acquisition, each a “Company” and collectively, the “Companies”) and LV ADMINISTRATIVE SERVICES, INC., as administrative and collateral agent (the “Agent”) for VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Valens”) and the lenders from time to time party to the

OMNIBUS AMENDMENT
Omnibus Amendment • January 29th, 2008 • NexCen Brands, Inc. • Patent owners & lessors • New York

THIS OMNIBUS AMENDMENT, dated as of January 29, 2008 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following documents (the “Documents”):

OMNIBUS AMENDMENT
Omnibus Amendment • December 12th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment • New York

This Omnibus Amendment, dated December 9, 2005, by and between Riviera Tool Company, a Michigan corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”), amends that certain Secured Convertible Term Note, dated as of May 17, 2005, by the Company in favor of Purchaser in the aggregate principal amount of $3,200,000 (as amended, modified or supplemented from time to time, the “Note”) issued pursuant to the terms of the Securities Purchase Agreement, dated as of May 17, 2005, between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Purchase Agreement” and, together with the Note and the other Related Documents referred to in the Purchase Agreement, the “Loan Documents”). Capitalized terms used but not defined herein shall have the meanings given them in the Purchase Agreement.

OMNIBUS AMENDMENT
Omnibus Amendment • February 27th, 2009 • Photomedex Inc • Electromedical & electrotherapeutic apparatus • New Jersey

This Omnibus Amendment (“Amendment”) is made as of the 30th day of September, 2008, by and among Photomedex, Inc. (“Borrower”), CIT Healthcare LLC in its capacity as Agent (“Agent”) and in its capacity as lender (“CIT”) and Life Sciences Capital LLC (“Life Sciences” and collectively with CIT, “Lenders” and each a “Lender”).

OMNIBUS AMENDMENT
Omnibus Amendment • September 12th, 2016 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments

This Omnibus Amendment (the "Amendment") is entered into as of September 2, 2016 by and between MeeMee Media Inc., a Nevada corporation (the "Company"), and KF Business Ventures, LP, a California limited partnership (the "Holder"), with reference to the following facts:

OMNIBUS AMENDMENT
Omnibus Amendment • November 15th, 2010 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

THIS OMNIBUS AMENDMENT (this “Amendment”) is entered into as of November 15, 2010 by and among BAY CITY CAPITAL FUND IV, L.P. and BAY CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P. (each, an “Investor” and collectively, the “Investors”), BAY CITY CAPITAL LLC, a Delaware limited liability company (“BCC”), and VIA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Investors, BCC and the Company are sometimes referred to in this Amendment, individually, as a “Party” and, collectively, as the “Parties.”

OMNIBUS AMENDMENT
Omnibus Amendment • May 5th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York

This Omnibus Amendment (this “Amendment”), dated as of December 30, 2020 (the “Amendment Closing Date”), is made by and among BANKERS COMMERCIAL CORPORATION, a California corporation, as Lessor (“Lessor”), MUFG UNION BANK, N.A., as Collateral Agent for the Rent Assignees (“Collateral Agent”), MUFG BANK, LTD., as Administrative Agent for the Participants (“Administrative Agent”), CUBIC CORPORATION, a Delaware corporation, as Lessee and Construction Agent (“Lessee”), and each of the Rent Assignees listed on the signature pages hereof (the “Rent Assignees”).

OMNIBUS AMENDMENT
Omnibus Amendment • December 8th, 2016 • Florida

THIS OMNIBUS AMENDMENT (amending Schedule 2004-1, the Series 2014A Supplemental Trust Agreement and Appendix I thereto), dated December 22, 2016 (the “Omnibus Amendment”), amends (i) Schedule 2004-1 dated as of June 1, 2004, as amended and restated as of February 1, 2014 (the “Original Schedule 2004-1”), by and among BROWARD SCHOOL BOARD LEASING CORP., a not-for-profit corporation, duly organized and existing under the laws of the State of Florida (the “Corporation”), THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA (the “School Board”) as the governing body of the School District of Broward County, Florida (the “District”), and U.S. BANK NATIONAL ASSOCIATION (successor in interest to First Union National Bank of Florida), as trustee (the “Trustee”), and (ii) the Series 2014A Supplemental Trust Agreement dated as of February 1, 2014 (the “Original Series 2014A Supplemental Trust Agreement”), between the Corporation and the Trustee, including Appendix I to the Original Series 2014A Supplemen

OMNIBUS AMENDMENT
Omnibus Amendment • August 8th, 2024 • Gray Television Inc • Television broadcasting stations • New York
OMNIBUS AMENDMENT
Omnibus Amendment • November 4th, 2015 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
OMNIBUS AMENDMENT
Omnibus Amendment • November 22nd, 2011 • Ada-Es Inc • Miscellaneous chemical products

THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of August 10, 2010, is by and among Clean Coal Solutions, LLC, a Colorado limited liability company (“CCS”), AEC-NM, LLC, a Colorado limited liability company (“AEC-NM”), AEC-TH, LLC, a Colorado limited liability company (“AEC-TH”), ADA-ES, Inc., a Colorado corporation (“ADA”) and GS RC INVESTMENTS LLC, a Delaware limited liability company (“Goldman”). CCS, AEC-NM, AEC-TH, ADA and Goldman are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party”.

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OMNIBUS AMENDMENT DATED AS OF JUNE 20, 2007 BY AND AMONG CARDINAL HEALTH FUNDING, LLC, GRIFFIN CAPITAL, LLC, THE CONDUITS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, THE MANAGING AGENTS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Agent...
Omnibus Amendment • August 24th, 2007 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Illinois

This OMNIBUS AMENDMENT (this “Omnibus Amendment”), dated as of June 20, 2007, by and among Cardinal Health Funding, LLC (“Funding”), Griffin Capital, LLC, individually and as Servicer under and as defined in the Receivables Purchase Agreement referred to below (“Griffin” or “Servicer”), each entity signatory hereto as a Conduit (each a “Conduit” and collectively, the “Conduits”), each entity signatory hereto as a Financial Institution (each a “Financial Institution” and, collectively with the Conduits, the “Purchasers”), each entity signatory hereto as a Managing Agent (each a “Managing Agent” and collectively, the “Managing Agents”) and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as the Agent (the “Agent”).

OMNIBUS AMENDMENT
Omnibus Amendment • August 1st, 2024 • ENVIRI Corp • Services-services, nec • New York
OMNIBUS AMENDMENT
Omnibus Amendment • August 4th, 2016 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

THIS OMNIBUS AMENDMENT (this “Amendment”) is entered as of May 20, 2016, by and among SOANE ENERGY LLC, a Delaware limited liability company (“Seller”), FAIRMOUNT SANTROL INC. (f/k/a Fairmount Minerals, Ltd.), a Delaware corporation (“Buyer”), SELF-SUSPENDING PROPPANT LLC, a Delaware limited liability company (the “Company”), SOANE LABS LLC, a Delaware limited liability company (“Soane Labs”), and Dr. David Soane (“Soane”). Seller, Buyer, the Company, Soane Labs and Soane are sometimes herein referred to individually as a “Party” and collectively as the “Parties”.

OMNIBUS AMENDMENT
Omnibus Amendment • December 13th, 2007 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods

THIS OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of December 7, 2007 (the “Effective Date”) by and between Rentech, Inc., a corporation incorporated in the USA under provisions of the laws of the state of Colorado, USA (“Rentech”), Medicine Bow Fuel & Power LLC, a limited liability corporation organized under provisions of the laws of the state of Delaware (“Licensee”), and DKRW Advanced Fuels LLC, a limited liability corporation organized under provisions of the laws of the state of Delaware (“Advanced Fuels”) in consideration of the following circumstances. Rentech, Licensee and Advanced Fuels are sometimes referred to in this Amendment individually as a “Party” and collectively as “Parties.”

OMNIBUS AMENDMENT
Omnibus Amendment • August 14th, 2007 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York

This Omnibus Amendment (this “Amendment”), dated as of June 21, 2007, is entered into by PROXYMED, INC., a Florida corporation (the “Parent”), ProxyMed Transaction Services, LLC, a Delaware limited liability company (the “Company”), PlanVista Corporation, a Delaware corporation (“PlanVista”), Plan Vista Solutions, Inc., a New York corporation (“PVS”) and National Network Services, LLC, a Delaware limited liability company (“NNS”, and together with the Company, PTS, PlanVista and PVS, the “Credit Parties” and each, a “Credit Party”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of each of (i) that certain Security and Purchase Agreement, dated as of December 6, 2005, by and among the Parent, PTS, PlanVista, PVS and NNS (as amended, modified or supplemented from time to time, the “Security Agreement”), (ii) that certain Secured Revolving Note, dated as of December 6, 2005, issued by the Company and each of the other Credit Partie

OMNIBUS AMENDMENT
Omnibus Amendment • June 2nd, 2009 • Sten Corp • Short-term business credit institutions • New York

This Omnibus Amendment dated _______ __, 2009, by and between STEN Corporation, a Minnesota corporation (“STEN”), STEN Credit Corporation, a Utah corporation (“STEN Credit”), STENCOR, Inc., a Minnesota corporation (“STENCOR”), STEN Financial Corporation, a Utah corporation (“STEN Financial”), EasyDrive Cars and Credit Corp., an Arizona corporation (“EasyDrive”), BTAC Properties, Inc., a Minnesota corporation (“BTAC”), Alliance Advance, Inc., an Arizona corporation (“Alliance”), STEN Acquisition Corporation, a Minnesota corporation (“STEN Acquisition”), and Burger Time Acquisition Corporation, a Minnesota corporation (“BT Acquisition”), EasyDrive AZ LLC, a Minnesota limited liability company (“EDAC” and together with STEN, STEN Credit, STENCORP, EasyDrive, BTAC, Alliance, STEN Acquisition, BT Acquisition, each a “Company” and collectively, the “Companies”) and LV ADMINISTRATIVE SERVICES, INC., as administrative and collateral agent (the “Agent”) for VALENS U.S. SPV I, LLC, a Delaware li

OMNIBUS AMENDMENT
Omnibus Amendment • February 22nd, 2011 • General Motors Financial Company, Inc. • Finance services • New York

Capitalized terms used herein and not defined herein shall have the meanings given to such terms in Annex A to the “Indenture” and “Sale and Servicing Agreement” (each as defined below) or if not defined therein, as defined in the “Note Purchase Agreement” (as defined below).

FIFTH OMNIBUS AMENDMENT
Omnibus Amendment • February 14th, 2013 • Isc8 Inc. /De • Semiconductors & related devices • New York

This FIFTH OMNIBUS AMENDMENT, dated as of February 12, 2013 (this “Amendment”), is entered into by and among ISC8 INC., a Delaware corporation (the “Company”), COSTA BRAVA PARTNERSHIP III L.P., in its capacity as Holder Representative under the Promissory Notes (as such term is defined below) and under the Senior Subordinated Notes (as such term is defined below) (in such capacity, together with any successor appointed pursuant to the terms of the Notes, the “Holder Representative”), and each of the Holders of the Promissory Notes, the Senior Subordinated Notes and the New Notes (as such term is defined below) listed on the signature pages hereto.

OMNIBUS AMENDMENT
Omnibus Amendment • October 18th, 2024 • Rigel Resource Acquisition Corp. • Blank checks

This OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of October 17, 2024 by and among Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company (“Blyvoor Resources”), Blyvoor Gold Operations Proprietary Limited, a South African private limited liability company (“Tailings”, and together with Blyvoor Resources, “Target Companies”), Rigel Resource Acquisition Corp, a Cayman Islands exempted company (“Rigel”), Aurous Resources (f/k/a RRAC NewCo), a Cayman Islands exempted company (“Newco”), RRAC Merger Sub, a Cayman Islands exempted company (“Merger Sub”), and Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”). Blyvoor Resources, Tailings, Rigel, Newco, Merger Sub and the Sponsor Holdco are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used but not defined herein shall have the meanings ascribed to them under the Business Combi

OMNIBUS AMENDMENT
Omnibus Amendment • October 24th, 2013 • Diamond Resorts International, Inc. • Hotels & motels • New York

THIS OMNIBUS AMENDMENT, dated October 18, 2013 (this “Amendment”) is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”): (1) the Fifth Amended and Restated Note Funding Agreement, dated as of April 1, 2013, by and among Diamond Resorts Issuer 2008 LLC, as issuer (the “Issuer”), Diamond Resorts Depositor 2008 LLC, as depositor (the “Depositor”), Diamond Resort Corporation (“DRC”), Diamond Resorts Holdings, LLC (“DRH”) and Diamond Resorts International, Inc. (f/k/a Diamond Resorts Parent, LLC) (“DRII”), each in its capacity as performance guarantor (the “Performance Guarantors”), the Purchasers (as defined in the Transaction Documents) and Funding Agents (as defined in the Transaction Documents) from time to time party thereto and Credit Suisse AG, New York Branch, as Administrative Agent (the “Administrative Agent”) (the “Note Funding Agreement”); (2) the Fifth Amended and Restated Indenture,

OMNIBUS AMENDMENT
Omnibus Amendment • August 2nd, 2023 • ENVIRI Corp • Services-services, nec • New York
OMNIBUS AMENDMENT
Omnibus Amendment • June 5th, 2020 • Regional Brands Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York

This Omnibus Amendment (this “Amendment”) is made and entered into by and among Regional Brands Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (each, an “Undersigned Stockholder” and, collectively, the “Undersigned Stockholders”). This Amendment amends the Securities Purchase Agreement, dated as of April 8, 2016, by and among the Company and the investors named therein (the “Securities Purchase Agreement”) and the Registration Rights Agreement, dated as of April 8, 2016, by and among the Company and the holders of the Company’s securities listed on the signature pages thereto (the “Registration Rights Agreement”), each as further set forth herein.

OMNIBUS AMENDMENT
Omnibus Amendment • November 6th, 2008 • Implant Sciences Corp • Measuring & controlling devices, nec • New York

This Omnibus Amendment (this “Amendment”), dated as of October 31, 2008, by and between Implant Sciences Corporation, a Massachusetts corporation (the “Company”) and LV Administrative Services, Inc., as administrative and collateral agent (the “Agent”) for each of Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”) and Valens Offshore SPV I, Ltd., a Cayman Islands company (“Valens Offshore” and together with Agent, the “Holders” and each, a “Holder”) amends (i) that certain Securities Purchase Agreement, dated as of September 29, 2005, by and between the Company and Laurus (as amended, restated, modified and/or supplemented from time to time, the “Purchase Agreement”) pursuant to which Laurus purchased from Company shares of its Series D Cumulative Convertible Preferred Stock (the “Preferred Stock”) as issued pursuant to that certain Certificate of Vote of Directors Establishing a Class or Series of Stock, $0.10 Par Value Per Share (as amended, restated, modified, and/or supp

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