Common use of Supplements and Modifications Clause in Contracts

Supplements and Modifications. With respect to the Request Registration contemplated by this Supplemental Instrument, the Registration Rights Instrument is hereby supplemented, modified and superseded as follows: (a) Pursuant to Section 1(c) of the Registration Rights Instrument, the Company hereby determines that, as contemplated by the Registration Statement, the Selling Shareholders may distribute the Designated Stock only in a firm commitment underwriting approved by the Company in the manner contemplated by Sections 1(c) and 1(f) of the Registration Rights Instrument. The Company hereby approves the form of underwriting agreements (the "Underwriting Agreements") attached hereto as Annexes B, C and D, and designates the underwriters listed therein as the Underwriters for the firm commitment underwriting. (b) The provisions of Section 1(e) of the Registration Rights Instrument will not apply to the Request Registration. (c) The expense reimbursement provisions of Section 2 of the Registration Rights Instrument, as supplemented, modified and superseded by the Underwriting Agreements, shall apply to the distribution of the Designated Stock. (d) The indemnification and contribution provisions of Section 3 of the Registration Rights Instrument shall apply only to the Participating Holders in connection with the distribution of the Designated Stock in the manner contemplated by the Registration Statement. The indemnification and contribution provisions of Section 3 of the Registration Rights Instrument shall not apply to any Underwriter, selling agent or other securities professional participating in the disposition of the Designated Stock. (e) Each Participating Holder shall provide indemnification and contribution to the Company as provided in Sections 3(b) and 3(d) of the Registration Rights Instrument. (f) Section 3(a) of the Registration Rights Instrument is hereby amended and supplemented by adding the words "preliminary prospectus or" immediately after the word "or" and immediately prior to the word "Prospectus" in the first proviso thereto. (g) Section 3(b) of the Registration Rights Instrument is hereby amended and supplemented by adding the words "preliminary prospectus or" immediately after the word "any" and immediately prior to the word "Prospectus" in clause (i) thereof.

Supplements and Modifications. With respect to the Request Registration contemplated by this Supplemental Instrument, the Registration Rights Instrument is hereby supplemented, modified and superseded as follows: (a) Notwithstanding Sections 1(b)(ii) and 1(e)(i) of the Registration Rights Instrument, the Company shall not withdraw the Registration Statement after the Registration Statement has been declared effective by the SEC; provided, however, that the Company may withdraw the Registration Statement at any time on or after the earliest date on which each share of Designated Stock has either (i) ceased to be Participating Stock or (ii) become eligible for resale pursuant to Rule 144(k) under the Securities Act. (b) Pursuant to Section 1(c) of the Registration Rights Instrument, the Company hereby determines that, as that the Charities may distribute the Designated Stock in any manner contemplated by the Registration Statement; provided, the Selling Shareholders may distribute the Designated Stock only in a however, that any firm commitment underwriting will need to be approved by the Company in the manner contemplated by Sections 1(c) and 1(f) of the Registration Rights Instrument. The Company hereby approves the form of underwriting agreements (the "Underwriting Agreements") attached hereto as Annexes B, C although no Charity, unless and Duntil it agrees otherwise, and designates the underwriters listed therein as the Underwriters for the firm commitment will be obligated to participate in any such underwriting. (bc) The provisions of Notwithstanding Section 1(e1(e)(ii) of the Registration Rights Instrument will not apply Instrument, and subject to the Request Registrationissuance of any notice by the Company in accordance with Section 1(e)(v) of the Registration Rights Instrument, the Company shall use all reasonable efforts to keep the Registration Statement effective until the earliest date on which each share of Designated Stock has either (i) ceased to be Participating Stock or (ii) become eligible for resale pursuant to Rule 144(k) under the Securities Act. (cd) The expense reimbursement provisions of Section 2 of the Registration Rights Instrument, as supplemented, modified and superseded by the Underwriting Agreements, Instrument shall apply to the distribution of the Designated StockStock in the manner contemplated by the Registration Statement; provided, however, that the Company will not pay the fees and expenses of counsel to the Charities. (de) The indemnification and contribution provisions of Section 3 of the Registration Rights Instrument shall apply only to the Participating Holders in connection with the distribution of the Designated Stock in the manner contemplated by the Registration Statement. The ; provided, however, that the Company shall not require that any Charity provide the undertaking referred to in Section 3(b) of the Registration Rights Instrument and no Charity shall be deemed to be an "indemnifying party" for any purpose under the Registration Rights Instrument; provided further, however, that, in the case of a firm commitment underwriting, the Company may modify the indemnification and contribution provisions of Section 3 of the Registration Rights Instrument shall not apply to in any Underwriter, selling agent or other securities professional participating in the disposition of the Designated Stockmanner it deems appropriate. (ef) Each Participating Holder shall provide To the extent that Gold▇▇▇, ▇▇ch▇ & ▇o. is required to deliver a prospectus in connection with the sale of the shares of Common Stock listed on Schedule III hereto, the indemnification and contribution provisions of Section 3 of the Registration Rights Instrument, as supplemented, modified and superseded by this Supplemental Instrument, shall apply to such sale as if such Common Stock was Participating Stock and the Company as provided Charities listed in Sections 3(b) and 3(d) of Schedule III were Participating Holders, in each case under the Registration Rights Instrument. (fg) Notwithstanding the provisions of Section 3(a) 8 of the Registration Rights Instrument is hereby amended and supplemented by adding Instrument, the words "preliminary prospectus or" immediately after the word "or" and immediately prior to the word "Prospectus" in the first proviso thereto. (g) Section 3(b) of Company shall not amend the Registration Rights Instrument is hereby amended or this Supplemental Instrument in any manner that would cause the Designated Stock not to qualify as "qualified appreciated stock" within the meaning of Section 170(e)(5)(B) of the Internal Revenue Code of 1986, as amended. Moreover, the Registration Rights Instrument and supplemented by adding this Supplemental Instrument shall be interpreted in a manner consistent with the words treatment of the Designated Stock as "preliminary prospectus or" immediately after the word qualified appreciated stock"any" and immediately prior to the word "Prospectus" in clause (i) thereof.

Supplements and Modifications. With respect to the Request Registration contemplated by this Supplemental Instrument, the Registration Rights Instrument is hereby supplemented, modified and superseded as follows: (a) Notwithstanding Sections 1(b)(ii) and 1(e)(i) of the Registration Rights Instrument, the Company shall not withdraw the Registration Statement after the Registration Statement has been declared effective by the SEC; provided, however, that the Company may withdraw the Registration Statement at any time on or after the earliest date on which each share of Designated Stock has either (i) ceased to be Participating Stock or (ii) become eligible for resale pursuant to Rule 144(k) under the Securities Act. (b) Pursuant to Section 1(c) of the Registration Rights Instrument, the Company hereby determines that, as that the Charities may distribute the Designated Stock in any manner contemplated by the Registration Statement; provided, the Selling Shareholders may distribute the Designated Stock only in a however, that any firm commitment underwriting will need to be approved by the Company in the manner contemplated by Sections 1(c) and 1(f) of the Registration Rights Instrument. The Company hereby approves the form of underwriting agreements (the "Underwriting Agreements") attached hereto as Annexes B, C although no Charity, unless and Duntil it agrees otherwise, and designates the underwriters listed therein as the Underwriters for the firm commitment will be obligated to participate in any such underwriting. (bc) The provisions of Notwithstanding Section 1(e1(e)(ii) of the Registration Rights Instrument will not apply Instrument, and subject to the Request Registrationissuance of any notice by the Company in accordance with Section 1(e)(v) of the Registration Rights Instrument, the Company shall use all reasonable efforts to keep the Registration Statement effective until the earliest date on which each share of Designated Stock has either (i) ceased to be Participating Stock or (ii) become eligible for resale pursuant to Rule 144(k) under the Securities Act. (cd) The expense reimbursement provisions of Section 2 of the Registration Rights Instrument, as supplemented, modified and superseded by the Underwriting Agreements, Instrument shall apply to the distribution of the Designated StockStock in the manner contemplated by the Registration Statement; provided, however, that the Company will not pay the fees and expenses of counsel to the Charities. (de) The indemnification and contribution provisions of Section 3 of the Registration Rights Instrument shall apply only to the Participating Holders in connection with the distribution of the Designated Stock in the manner contemplated by the Registration Statement. The ; provided, however, that the Company shall not require that any Charity provide the undertaking referred to in Section 3(b) of the Registration Rights Instrument and no Charity shall be deemed to be an "indemnifying party" for any purpose under the Registration Rights Instrument; provided further, however, that, in the case of a firm commitment underwriting, the Company may modify the indemnification and contribution provisions of Section 3 of the Registration Rights Instrument shall not apply to in any Underwriter, selling agent or other securities professional participating in the disposition of the Designated Stockmanner it deems appropriate. (ef) Each Participating Holder shall provide indemnification and contribution to Notwithstanding the Company as provided in Sections 3(b) and 3(d) provisions of Section 8 of the Registration Rights Instrument, the Company shall not amend the Registration Rights Instrument or this Supplemental Instrument in any manner that would cause the Designated Stock not to qualify as "qualified appreciated stock" within the meaning of Section 170(e)(5)(B) of the Internal Revenue Code of 1986, as amended. Moreover, the Registration Rights Instrument and this Supplemental Instrument shall be interpreted in a manner consistent with the treatment of the Designated Stock as "qualified appreciated stock". (fg) Section 3(a) of the Registration Rights Instrument is hereby amended and supplemented by adding the words "preliminary prospectus or" immediately after the word "or" and immediately prior to the word "Prospectus" in the first proviso thereto. (gh) Section 3(b) of the Registration Rights Instrument is hereby amended and supplemented by adding the words "preliminary prospectus or" immediately after the word "any" and immediately prior to the word "Prospectus" in clause (i) thereof.

Supplements and Modifications. With respect to the Request Registration contemplated by this Supplemental Instrument, the Registration Rights Instrument is hereby supplemented, modified and superseded as follows: (a) Notwithstanding Sections 1(b)(ii) and 1(e)(i) of the Registration Rights Instrument, the Company shall not withdraw the Registration Statement after the Registration Statement has been declared effective by the SEC; provided, however, that the Company may withdraw the Registration Statement at any time on or after the earliest date on which each share of Designated Stock has either (i) ceased to be Participating Stock or (ii) become eligible for resale pursuant to Rule 144(k) under the Securities Act. (b) Pursuant to Section 1(c) of the Registration Rights Instrument, the Company hereby determines that, as that the Charities may distribute the Designated Stock in any manner contemplated by the Registration Statement; provided, the Selling Shareholders may distribute the Designated Stock only in a however, that any firm commitment underwriting will need to be approved by the Company in the manner contemplated by Sections 1(c) and 1(f) of the Registration Rights Instrument. The Company hereby approves the form of underwriting agreements (the "Underwriting Agreements") attached hereto as Annexes B, C although no Charity, unless and Duntil it agrees otherwise, and designates the underwriters listed therein as the Underwriters for the firm commitment will be obligated to participate in any such underwriting. (bc) The provisions of Notwithstanding Section 1(e1(e)(ii) of the Registration Rights Instrument will not apply Instrument, and subject to the Request Registrationissuance of any notice by the Company in accordance with Section 1(e)(v) of the Registration Rights Instrument, the Company shall use all reasonable efforts to keep the Registration Statement effective until the earliest date on which each share of Designated Stock has either (i) ceased to be Participating Stock or (ii) become eligible for resale pursuant to Rule 144(k) under the Securities Act. (cd) The expense reimbursement provisions of Section 2 of the Registration Rights Instrument, as supplemented, modified and superseded by the Underwriting Agreements, Instrument shall apply to the distribution of the Designated Stock. (d) The indemnification and contribution provisions of Section 3 of the Registration Rights Instrument shall apply only to the Participating Holders in connection with the distribution of the Designated Stock in the manner contemplated by the Registration Statement. The indemnification and contribution provisions of Section 3 of the Registration Rights Instrument shall not apply to any Underwriter, selling agent or other securities professional participating in the disposition of the Designated Stock. (e) Each Participating Holder shall provide indemnification and contribution to the Company as provided in Sections 3(b) and 3(d) of the Registration Rights Instrument. (f) Section 3(a) of the Registration Rights Instrument is hereby amended and supplemented by adding the words "preliminary prospectus or" immediately after the word "or" and immediately prior to the word "Prospectus" in the first proviso thereto. (g) Section 3(b) of the Registration Rights Instrument is hereby amended and supplemented by adding the words "preliminary prospectus or" immediately after the word "any" and immediately prior to the word "Prospectus" in clause (i) thereof.manner