corporate governance initiatives identified by the Company), with $25,000,000 of such proceeds to be used for strategic purposes aimed at enhancing shareholder value (including exploring share buybacks).”
A new Section 6(j) is added immediately following Section 6(i) as follows:
“(j) Effective as of, and contingent upon, the Subsequent Closing and until the expiration of the Standstill Period, the Purchaser shall be entitled to designate the Purchaser Designee to serve as a member of the Board. The Company shall cause the Purchaser Designee to be included in the Company’s proxy statement as a nominee for election to the Board for each annual meeting that occurs prior to the expiration of the Standstill Period. The Parties acknowledge and agree that Alex Chalunkal shall be the “Purchaser Designee,” and immediately following, and contingent upon, the Subsequent Closing, Alex Chalunkal shall be appointed as a member of the Board to serve as a Class III director.
7.Amendment to Section 7 of the Purchase Agreement. Section 7 of the Purchase Agreement is hereby amended by deleting Section 7(b) in its entirety and replacing it with the following:
8.Fees and Expenses. Notwithstanding anything to the contrary in any agreement between the parties hereto, the Company shall, contingent upon and in connection with the Subsequent Closing, (a) reimburse (or pay on behalf of) Purchaser all amounts reflected in invoices submitted prior to the date hereof to the Company by or on behalf of the Purchaser and not yet reimbursed (or paid on behalf of) Purchaser by the Company and (b) pay the professional fees, costs and expenses of outside counsel incurred by Purchaser and its Affiliates in connection with the negotiation, preparation and consummation of the transactions contemplated hereunder, in an amount not to exceed, in the aggregate, $175,000. For clarity, the expense reimbursement obligations in this Section 8 are in lieu of, and supersede, the obligations of the Company set forth in Section 21 of the Purchase Agreement.
9.Release. Each Party hereto hereby unconditionally and irrevocably waives, releases, remises and forever discharges any and all rights, claims or losses of any type that it has had, now has or might now or hereafter have against the other Party or any of its Affiliates in respect of, relating to or arising in connection with any breach of the Purchase Agreement in each case prior to the date of this Amendment. Each Party hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced or voluntarily aiding, any proceeding of any kind against the other Party or any of its Affiliates, based upon any matter purported to be released hereby, including, without any limitation, any actions, suits, demands, claims, complaints, litigation, investigations, reviews, audits, formal proceedings, arbitrations, hearings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity (whether based upon contract, tort or otherwise) which the applicable Party may have against any of the other Party or its Affiliates, now or in the