definiens: means the boroughs of Brookl yn, Queens, Bronx, Staten Island and Manhattan in N ew York, New York and the counties of Nassau and Suffo lk in the state of New York . ” 3 . Section 5.1.2(a ) of the Agreement is hereby dele ted in its entirety and replaced with the following : “ ( a ) The closing of equity or convertible debt fina ncing(s ) of [COMPANY] AI with aggregate proceeds of not less than $ 25,000,000 within six ( 6 ) month after the Eff ective Date . ” 4 . Exhibit D of the Agreem ent shall be deleted and hereby replaced in its ent irety with the following : All other terms and conditions to the Agreement rem ain unchanged and in full force and effect except t o the extent modified by the terms and conditions of this Amendment . The Agreement, as modified by this Amendment, contains the entire understanding of the parties with respect to the subject matter contemp lated herein