Amendments to Original Agreement Clause Samples

Amendments to Original Agreement. (a) The Original Agreement is hereby amended to add a Section 28, which shall read in full as follows:

Amendments to Original Agreement. 2 Section 2.01. Amendment to Article III of the Original Agreement.....................................2 Section 2.02. Amendments to Article V of the Original Agreement......................................2 Section 2.03. Amendments to Article VI of the Original Agreement.....................................6 Section 2.04. Amendment to Section 8.1 of the Original Agreement.....................................7 Section 2.05. Amendments to Article IX of the Original Agreement.....................................7 Section 2.06. Amendments to Section 10.4 of the Original Agreement...................................8 ARTICLE III MISCELLANEOUS..........................................................................8

Amendments to Original Agreement. As of the date hereof, the Original Agreement shall be amended as follows: 1.1. Section 1(b) of the Original Agreement shall be and hereby is amended by (i) deleting the words "or any Seller (as defined in the Purchase Agreement)" in the first and second lines thereof, (ii) deleting the words "subparagraphs 1B(b) or 1B(c)" and replacing them with the words "subparagraph 1B(b)" in the third line thereof and (iii) deleting the words "or such Seller" in the twelfth line thereof and in the thirteenth line thereof.

Amendments to Original Agreement. 1.1 Amendment to Section 3.3.1. Section 3.3.1 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

Amendments to Original Agreement. ADDITIONS ARE INDICATED BY UNDERLINING AND DELETIONS ARE INDICATED BY BRACKETS THROUGHOUT THIS AMENDMENT. All words and phrases defined in Article I of the Original Agreement shall have the same meaning in this Amendment, except as otherwise appears in this Article.

Amendments to Original Agreement. (a) Section 1.01 of the Original Agreement is hereby amended by: (i) rearranging all definitions in the appropriate alphabetical order and adding the following definitions in the appropriate alphabetical order:

Amendments to Original Agreement. 2.1 Section 2(c) of the Original Agreement is deleted and replaced in its entirety with the following:

Amendments to Original Agreement. Subject to the terms and conditions hereof, the Original Agreement is amended as follows, effective as of the date of satisfaction of the conditions set forth in Section 4 (the "Effective Date"):

Amendments to Original Agreement. (a) Section 1.3(a) of the Original Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following new language: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of twenty percent (20%) or more of the combined voting power of the Company’s then outstanding Voting Securities (provided, however, if such Person is Wynnefield Capital Inc. and/or its affiliates, the relevant percentage shall be equal to the sum of (i) 27% plus (ii) such additional percentage as may be caused by the issuance of the maximum amount of securities issuable pursuant to the convertible debentures and warrants that the Company may issue pursuant to that certain debenture purchase agreement dated as of June 1, 2011 between the Company and Wynnefield Capital, Inc. or its affiliates, and such percentage shall be referred to herein as the “WCI Percentage”); provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as defined below) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (2) the Company or any Subsidiary.