Amendment Contract Clauses (12,532)

Amendment. This Agreement may be amended or canceled by mutual agreement of the parties in writing without the consent of any other person, and, so long as the Executive lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof.

Amendment. No amendment, modification, termination or cancellation of this Agreement shall be effective unless made in writing signed by the Corporation and Indemnitee. Notwithstanding any amendment or modification to or termination or cancellation of this Agreement or any portion hereof, Indemnitee shall be entitled to indemnification in accordance with the provisions hereof with respect to any acts or omissions of Indemnitee which occur prior to such amendment, modification, termination or cancellation.

Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 7 below, the Company, the Incremental Lenders and Agent hereby agree as follows: a) Section 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of "Revolving Loan Commitment Amount" in its entirety to read as follows: US-DOCS\70599397.4 "Revolving Loan Commitment Amount" means, as of the Second Increased Amount Date, $400,000,000 as such amount may be (a) reduced from time to time purs...uant to Section 2.2 and (b) increased from time to time pursuant to Section 2.11.  b) Section 1.1 of the Credit Agreement is hereby amended by adding the following defined term in correct alphabetical order: "Second Increased Amount Date" shall mean August 29, 2016.  c) Schedule III of the Credit Agreement is hereby amended by amending and restating the Revolving Loan Commitments table in its entirety to read as follows:  Lender Revolving Loan Commitments Percentage PNC Bank, National Association $60,000,000 15.00% JPMorgan Chase Bank, N.A. $60,000,000 15.00% Bank of America, N.A. $48,000,000 12.00% KeyBank National Association $41,000,000 10.25% Citizens Bank, N.A. $41,000,000 10.25% Fifth Third Bank $41,000,000 10.25% U.S. Bank National Association $30,000,000 7.50% HSBC Bank USA, National Association $24,000,000 6.00% The Governor and Company of the Bank of Ireland $20,000,000 5.00% Deutsche Bank AG New York Branch $20,000,000 5.00% First Commonwealth Bank $10,000,000 2.50% The PrivateBank and Trust Company $5,000,000 1.25% Total: $400,000,000 100.00%  3. Revolving Loans. From and after the Effective Date (as defined below), (i) the Incremental Revolving Commitments made pursuant to this Agreement shall for all purposes of the Loan Documents be deemed to be "Revolving Loan Commitments" and (ii) any loans extended utilizing the Incremental Revolving Commitments made pursuant to this Agreement shall be designated as, and for all purposes of the Loan Documents shall be deemed to be, "Revolving Loans" and "Loans". The Incremental Revolving Commitments (including any Revolving Loans extended utilizing the Incremental Revolving Commitments) shall have terms and provisions (and be subject to documentation) (including with respect to security interests and guarantees, but excluding upfront fees, original issue discount or similar fees) that are identical to those of the existing Revolving Loan Commitments (including any Revolving Loans extended utilizing the existing Revolving Loan Commitments) prior to giving effect to this Agreement. 2 US-DOCS\70599397.4 4. Joinder. Each Incremental Lender acknowledges and agrees that, from and after the Effective Date, such Incremental Lender commits to provide its Incremental Revolving Commitment, as set forth on Exhibit A annexed hereto on the terms and subject to the conditions set forth herein, shall be a "Revolving Lender" and "Lender" under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all the rights of a Lender thereunder. View More

Amendment. Article 3., Closing, Section 3.1, Closing, is hereby amended to read as follows: 3.1 Closing. The closing (the "Closing" or "Closing Date") of the transactions contemplated by this Agreement shall take place no later than April 30, 2016 at such place designated by the Company subject to the satisfaction of all conditions precedent described in Sections 8 and 9 hereof.

Amendment. (a) The Board may at any time and from time to time amend this Plan in whole or in part; provided , however , that if an amendment to this Plan (i) would materially increase the benefits accruing to participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the Stockholders in order to comply with applicable law or th...e rules of the NASDAQ Stock Market, LLC or, if the Common Shares are not traded on the NASDAQ Stock Market, LLC, the principal national securities exchange upon which the Common Shares are traded or quoted, then, such amendment will be subject to Stockholder approval and will not be effective unless and until such approval has been obtained. (b) Except in connection with a corporate transaction or event described in Section 11 of this Plan, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding Option Rights or Appreciation Rights in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Stockholder approval. This Section 18(b) is intended to prohibit the repricing of "underwater" Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Stockholders. (c) If permitted by Section 409A of the Code and Section 162(m) of the Code, but subject to the paragraph that follows, including in the case of termination of employment by reason of death, disability or retirement, or in the case of unforeseeable emergency or other special circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer 15 has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to Section 9 subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award, except in the case of a Qualified Performance-Based Award where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. (d) Subject to Section 18(b) hereof, the Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, except in the case of a Qualified Performance-Based Award (other than in connection with the Participant's death or disability, or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee will not make any modification of the Management Objectives or the level or levels of achievement with respect to such Qualified Performance-Based Award. Subject to Section 11 above, no such amendment will impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination. View More

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.