Amendment Contract Clauses (37,884)

Amendment. The word and number "five (5)" in both Section 1(b) of the Option Agreement and in paragraph 2 of the Certificate of Option for Option #21 are hereby amended to read "eight (8)". This Amendment changes the Expiration Date of Option #21 to June 29, 2023.

Amendment. The Board has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Units, prospectively or retroactively; provided that, any amendments that are deemed by the Board to be materially adverse to the Grantee and are not required as a matter of law may be made only with the Grantee's consent.

Amendment. Pursuant to Section 9.09 of the Original Agreement, the date "March 31, 2018" in Section 7.03(f) of the Original Agreement is hereby amended to read "April 9, 2018".

Amendment. This Agreement may be amended only by a written agreement executed by the parties hereto which specifically states that it is amending this Agreement.

Amendment. As of the Effective Date: (a)The last sentence of Section 2(a) is hereby deleted in its entirety. (b)Section 3(g)(1) is hereby deleted in its entirety and replaced with the following: "(1) 30% of Profits (as defined below)." 2. Miscellaneous. The Agreement, as modified hereby, contains the complete, entire and exclusive statement of the parties' understanding with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between them with respect... to such subject matter. All of the terms, conditions, representations and warranties contained in the Agreement, as modified hereby, shall remain in full force and effect and are hereby ratified, confirmed and restated. In the event of any subsequent amendment of the Agreement, the terms and conditions of this Amendment shall remain in effect unless expressly modified by such amendment. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Amendment. This Amendment may be executed and delivered via email with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another. View More

Amendment. The Committee may, to the extent consistent with the terms of this Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, this Award or this Award Agreement, prospectively or retroactively, except that any such waiver, amendment, alteration, suspension, discontinuance, cancellation, or termination that would materially and adversely affect the rights of the Grantee under this Award Agreement will not be effective without... consent of the Grantee. Except as provided in Section 14.1 of the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time. View More

Amendment. This Release cannot be amended, except by a written document signed by the party against whom enforcement of any such amendment is sought.

Amendment. Pursuant to Section 9.09 of the Original Agreement, the Original Agreement is hereby amended as follows: (a) the date "January 31, 2018" in Section 7.03(f) of the Original Agreement is hereby amended to read "February 28, 2018"; (b) the date "February 1, 2018" in Section 2.07(a)(ii) of the Original Agreement is hereby amended to read "February 13, 2018"; (c) Section 5.01(b) of the Original Agreement is hereby amended in its entirety to provide as follows: "(b) Following the Effective Date,... Parent shall conduct a private placement (the "Preferred Offering") of no more than 2,000,000 shares ("Preferred Offering Shares") of Parent Series A Preferred Stock under Rule 506(c) of Regulation D under the Securities Act at a price per share of not less than $5.50. The Parties acknowledge that the placement agent for the Preferred Offering shall be paid commissions of 10% of the offering price of the Preferred Offering Shares to investors and a non-accountable expense allowance of one percent (1%) of the gross proceeds raised in the Preferred Offering. If the conditions stated in Section 6.01(h) and Section 6.02(f) have been met or have been waived by Parent and Shareholders' Representative, Parent will have the right to sell all unsold Preferred Offering Shares after the Closing on the same terms as the sales that occurred before the Closing, other than the sales price per share thereof, which may be equal to or higher than $5.50 per share."; (d) Section 4.03(f) of the Original Agreement is hereby amended in its entirety to provide as follows: "(f) As of the Closing Date, except for Parent Series A Preferred Stock as contemplated by Section 5.01(a), Parent shall not have any outstanding options, warrants or other securities convertible into Parent Common Stock."; and (e) The definition of "Placement Agent Warrants" in Article I of the Original Agreement is hereby deleted in its entirety. View More

Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended to amend and restate the definition of "Capitalization Rate" set forth in Section 5.1 of the Credit Agreement to read as follows: "Capitalization Rate" means 6.50% for all Real Properties. Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 2.1. The Borrower, the... Guarantors, the Lenders and the Administrative Agent shall have executed and delivered to the Administrative Agent this Amendment; 2.2. The Borrower shall have delivered an Available Amount Certificate setting forth the components of the Available Amount giving effect to the deletion of the Orangeburg Property (as defined below) as Borrowing Base Property, and certifying that no Default or Event of Default is then continuing and that such deletion shall not result in a violation of the Borrowing Base Requirements. 2.3. Legal matters incident to the execution and delivery of this Amendment shall be reasonably satisfactory to the Administrative Agent and its counsel. Section 3. Representations. In order to induce the Administrative Agent and the Lenders to execute and deliver this Amendment, the Borrower and each Guarantor hereby represents to the Administrative Agent and the Lenders that (a) after giving effect to this Amendment, the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be and remain true and correct in all material respects as of the date hereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment. Section 4. Miscellaneous. 4.1. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, the other Loan Documents, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. 4.2. The Borrower agrees to pay on demand all reasonable costs and out-of-pocket expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent. 4.3. (a) The Borrower has notified the Administrative Agent that the property located at 29 Corporate Drive, Orangeburg, NY (the "Orangeburg Property") that was owned by MREIC Orangeburg NY, LLC, a New York limited liability company (the "Orangeburg Guarantor") has been sold and ceases to be a Borrowing Base Property and that the Orangeburg Guarantor does not otherwise own any Borrowing Base Properties. The Administrative Agent hereby acknowledges and agrees that the Orangeburg Guarantor is hereby released from its obligations as a Guarantor under the Credit Agreement. (b) Each Guarantor consents to the amendments and modifications to the Credit Agreement as set forth herein (including the Orangeburg Guarantor release in Section 4.3(a) above) and confirms all of its obligations under its Guaranty remain in full force and effect. Furthermore, each Guarantor acknowledges and agrees that the consent of the Guarantors, or any of them, to any further amendments to the Credit Agreement shall not be required as a result of this consent having been obtained. 4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of executed counterparts of this Amendment by Adobe portable document format (a "PDF") via e-mail or by facsimile shall be effective as an original. This Amendment shall be governed by the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York) without regard to conflicts of law principles that would require application of the laws of another jurisdiction. View More

Amendment. This Option Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Option Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Option Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment materially impairing your rights hereunder may be made without... your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Option Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of your option which is then subject to restrictions as provided herein. Your option is granted to you effective as of the Date of Grant set forth in the Grant Notice. This Option Agreement shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Option Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan shall control. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows. View More