Amendment Contract Clauses (38,020)

Amendment. Purchase Price and Purchase Note Section 2.02 of the Agreement shall be deleted and replaced with the following provisions: Section 2.02. Purchase Price. The aggregate purchase price for the Membership Interests shall be Four Million and Ten Thousand Five Hundred and Seven Dollars and Fifty Cents ($4,010,507.50) (the "Purchase Price"), payable in full by delivery to Skyview of (a) the sum of (i) $50,000 in cash, plus (ii) accrued interest on the $3,660,507.50 Purchase Note through July 31... ,2016, to be paid in cash to Skyview on or before 5:00 p.m. (PDT) on August 4, 2016), and (b) $3,960,507.50 on the Effective Date in the form of a 6% $3,960,507.50 secured promissory note of Holdings described below and in the form of Exhibit A annexed to this Amendment 2 (the "Purchase Note"). CONFIDENTIAL AND RESTRICTED The Purchase Note, inter alia: (i) shall bear interest at the rate of 6% per annum which shall accrue from the Closing Date and shall be payable quarterly in arrears; (ii) an aggregate of $2,500,000 principal amount of the Purchase Note (the "First Installment Payment") shall be due and payable on or before the earlier of (A) September 30, 2016, or (B) out of the net proceeds of the Senior Debt Facility provided by a Senior Lender; and (iii) the remaining balance of the Purchase Note shall be due and payable on the earlier to occur of December 15, 2016, or the occurrence and continuation of an "Event of Default," as described therein (the "Maturity Date"); (iv) the Company shall procure that the Purchase Note is unconditionally guaranteed by VERT CAPITAL CORP., a Delaware corporation ("Vert"), VC2 PARTNERS, LLC, a Delaware limited liability company and BOXL ("VC2 and, together with Vert and BOXL, individually and collectively, the "Guarantors") pursuant to the Amended and Restated Guaranty Agreement in the form of Exhibit B annexed hereto and made a part hereof; and (v) shall continue to be secured by a lien on the assets of Mimio pursuant to the Security Agreement in the form of Exhibit C annexed to Amendment 1. Until the Purchase Note shall be paid in full, Holdings shall provide Skyview with quarterly unaudited balance sheet and statement of operations of Mimio and such additional financial reports as Skyview may reasonably require. 2.2. Subordination Agreement Upon consummation of the Senior Debt Facility and simultaneous with the payment of the First Installment Payment, Skyview hereby agrees to subordinate, in a manner deemed acceptable by the Senior Lender, its lien and security interest on the assets of Mimio and to enter into an intercreditor and subordination agreement with the Senior Lender in form and substance acceptable to the Senior Lender (the "Subordination Agreement"). 2.3 Related Party Indebtedness. The increased Purchase Price set forth in this Amendment 3 settles and discharges all related party obligations owed by Mimio to Skyview or its Affiliates as at the November 2015 Closing Date of the Purchase Agreement. View More

Amendment. This Agreement may be amended, supplemented or otherwise modified only by a written agreement signed by the Borrower, the other Loan Parties, the Administrative Agent and the Lenders and none of the provisions hereof may be waived without the prior written consent of the Administrative Agent and the Lenders.

Amendment. No amendment, modification, waiver, or other supplement of the terms of this Agreement shall be valid unless such amendment, modification, waiver, or other supplement is in writing and has been signed by each of the Company and CAC.

Amendment. Section 1.1 of the Securities Purchase Agreement is hereby amended and restated so that Equity Conditions is deleted in its entirety and replaced with the following: "Equity Conditions" means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in... respect of this Note, (c) (i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) the issuance of the shares in question to the Holder would not violate the limitations set forth in Section 4(d) in the Note, (g) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (h) the applicable Holder is not in possession of any information provided by the Company that constitutes, or may constitute, material non-public information, (i) the Company has timely filed (or obtained extensions in respect thereof and filed within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, (j) the Company shares of common stock must be DWAC Eligible and not subject to a "DTC chill" and (k) the Conversion Shares must be delivered via an "Automatic Conversion" of principal and/or interest. (b) Purchase. Section 2.1 of the Securities Purchase Agreement is hereby amended and restated as follows: The Purchaser will purchase an aggregate of up to $450,000 in Subscription Amount of Notes, corresponding to an aggregate of $472,500 in Principal Amount of Notes. The purchase will occur in three (3) tranches (each a "Tranche"), with the first Tranche of $150,000 ("First RDW Note") with a principal amount of $157,500 being closed on upon execution of this Agreement. The second Tranche will be for $100,000 ("Second RDW Note") with a principal amount of $105,000 and will occur within five (5) Business Days after the filing date of the Registration Statement. The third Tranche will be for $200,000 ("Third RDW Note") with a principal amount of $210,000 and will occur three (3) days after the date that the Company's registration statement on Form S-1 originally filed on February 22, 2016, is declared effective by the SEC. View More

Amendment. The following provisions shall apply, and the Original Agreement shall be deemed amended as of the Effective Date as follows: (a) Section 5.2(a) of the Original Agreement shall be amended by replacing the percentage "75%" in the first sentence thereof with the percentage "100%". (b) Section 5.2(b) of the Original Agreement shall be stricken and replaced by the following: "(b) For any fiscal year in which the Bonus is not subject to the deduction limit under Section 162(m) of the Code pursuant... to the transition relief provisions of Treasury Regulation Section 1.162-27(f)(1) (the "Transition Period"), the full estimated Bonus (less applicable withholding taxes) shall be paid no later than December 31 of the fiscal year to which such Bonus relates based on estimated Consolidated EBITDA for such fiscal year (the "Estimated Bonus"); provided that, if the ARH Group's Consolidated EBITDA, as reflected, without duplication, in the audited financial statements of the ARH Group for such fiscal year differs from the ARH Group's estimated Consolidated EBITDA for such fiscal year, as reflected in the unaudited, internal financial statements used to determine the Estimated Bonus, then the Bonus shall be recalculated by the Board, and the Company or the Executive, as the case may be, shall pay to the other, within 30 days of such determination, any amounts that are required to reflect the actual amount of the Bonus for such fiscal year, based upon the ARH Group's Consolidated EBITDA, as reflected in the audited financial statements of the ARH Group. Following the Transition Period, the Bonus (less applicable withholding taxes) shall be paid to Executive at the same time as bonuses are generally payable to other senior executives of the Company, but in no event later than two and one-half months following the close of the fiscal year to which the Bonus relates." 3. Amendment Governs in the Case of Conflict. In the event that any terms or provisions of the Original Agreement conflict or are inconsistent with the terms and provisions of this Amendment, the terms of this Amendment shall govern and control. View More

Amendment. This Agreement may be amended by a written agreement executed by the Company and the Participant; provided, however, that the Committee may modify the terms of this Agreement without the consent of the Participant in any manner that is not materially adverse to the Participant.

Amendment. Other than Schedule A attached hereto, which may be unilaterally amended by Smart Sand in accordance with in Section 1.A., this Agreement may only be amended by a written document executed by Smart Sand and Borrower.

Amendment. This Agreement may not be changed, modified, released, discharged, abandoned or otherwise terminated in whole or in part except by an instrument in writing, agreed to and signed by the Employee and a duly authorized officer of OptimizeRx.

Amendment. The Committee may waive any conditions of or rights of the Corporation or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Grantee without the Grantee's written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Grantee, to... accelerate the vesting of the Shares or remove any other restrictions imposed on the Grantee with respect to the Shares, whenever the Committee may determine that such action is appropriate. View More

Amendment. Attention: Daniel Kunz 960 Broadway Ave Suite 530 Boise, Idaho 83706 Fax No. : 208-343-1777 (b) in the case of the Company, to: Daniel Kunz & Associates LLC Attention: Alexander Kunz 960 Broadway Ave Suite 530 Boise, Idaho 83706 Fax No. : 208 343-1777 or at such other address as the party to whom such writing is to be given shall provide in writing to the party giving the said notice. Any notice delivered to the party to whom it is addressed shall be deemed to have been given and received on... the day it is so delivered or sent by telecopy and so received, or, if such day is not a business day, then on the next business day following any such day. Any notice mailed shall be deemed to have been given and received on the fifth business day following the date of mailing. View More