This Amendment (this Amendment) is entered into as of this 8th day of August, 2019 (the Effective Date), to amend that certain Cooperation Agreement, dated as of February 28, 2019 (the Agreement), by and among SeaChange International, Inc. (the Company) and Karen Singer and TAR Holdings LLC, on behalf of themselves and their Associates and Affiliates (as such are defined in the Agreement) (collectively Singer) (each of the Company and Singer, a Party to this Agreement, and collectively, the Parties).
WHEREAS, the Parties desire to amend the Agreement to permit an increase in the beneficial ownership by Singer.
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
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Amendment to Agreement.
1.01 Section 3(a) of the Agreement shall be and hereby is amended and restated to read in its entirety as follows:
(a) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Common Stock or other securities issued by the Company, or any securities convertible into or exchangeable for Common Stock, such that Singer, together with its Affiliates and Associates (including for this purpose CCUR Holdings, Inc. and its Affiliates and Associates, regardless of whether CCUR Holdings, Inc. constitutes an Affiliate or Associate of Singer) would, in the aggregate, beneficially own a number of shares in excess of 25.0% of the then outstanding shares of Common Stock;
2.01 Effect. Except as amended hereby, the Agreement shall remain in full force and effect.
2.02 No Waiver. This Amendment is effective only in the specific instance and for the specific purpose for which it is executed and shall not be considered a waiver or agreement to amend as to any provision of the Agreement in the future.
2.03 Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Agreement unless the context clearly indicates or dictates a contrary meaning.
2.04 Agreement. Sections 10-14 and 17-18 of the Agreement are incorporated herein by reference, mutatis mutandis.