WHEREAS, subject to the satisfaction of the conditions set forth in Section 3 hereof, theNoteholders are willing to agree to amend such provisions of the Existing Securities PurchaseAgreement and the Existing Investor Rights Agreement on the terms set forth herein;NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all ofwhich are hereby acknowledged, the Company and the Noteholders agree as follows:**1. ****Amendments to Securities Purchase Agreement**. The Existing Securities PurchaseAgreement is hereby amended as follows (the “**Securities Purchase Agreement Amendments**”):**(a) **Section 8 of the Existing Securities Purchase Agreement is hereby amended by inserting anew Section 8.9 at the end thereof to read as follows:“**Section 8.9. Sale of DG FastChannel Stock**. The Company will use commerciallyreasonable efforts to sell, in one or more transactions and at prices and terms deemedadvisable by the Company, all of the shares of capital stock of DG FastChannel, Inc. heldby it as promptly as practicable after the Third Amendment Effective Date and, in anyevent, not later than November 30, 2010, subject to the terms of Section 9.9(f) hereof.”**(b) **Section 9.1 of the Existing Securities Purchase Agreement is hereby amended by insertingthe word “and” at the end of clause (vii) thereof and inserting a new clause (viii) to read asfollows:“(viii) the issuance and sale by the Company to Gores Radio of up to an aggregate of$15,000,000 of common stock of the Company in accordance with the terms and provisions ofthe 2010 Purchase Agreement.”**(c) **Section 9.3 of the Existing Securities Purchase Agreement is hereby amended and restatedin its entirety to read as follows:“**Section 9.3. Maintenance of Senior Debt Leverage Ratio**. The Company will not permitthe Senior Debt Leverage Ratio as of any date specified below to be greater than the ratioset forth opposite such date:   **Date** **Ratio**March 31, 2010 8.00 to 1.0June 30, 2010 7.50 to 1.0September 30, 2010 11.25 to 1.0December 31, 2010 11.25 to 1.0March 31, 2011 11.25 to 1.0June 30, 2011 11.00 to 1.0September 30, 2011 10.00 to 1.0December 31, 2011 9.00 to 1.0March 31, 2012 8.00 to 1.0June 30, 2012 7.50 to 1.0”
 
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**(d) **Section 9.6 of the Existing Securities Purchase Agreement is hereby amended by deletingthe word “and” immediately following clause (e) thereof, by deleting the period at the end ofclause (f) thereof and inserting “; and” in lieu thereof and inserting a new clause (g) to read asfollows:“(g) any acquisition of assets of, or Equity Interests in, any Person (other than anAffiliate of the Company or Gores) during the period from August 17, 2010 through andincluding July 15, 2012 solely in exchange for the issuance of Qualified Equity Interestsof the Company, so long as the fair market value of all such acquired assets and EquityInterests (determined as of the date of the acquisition thereof) does not, in theaggregate, exceed (i) $20,000,000 during the period commencing on August 17, 2010 throughand including August 16, 2011, and (y) $20,000,000 during the period commencing on August17, 2011 through and including July 15, 2012.”**(e) **Section 9.9 of the Existing Securities Purchase Agreement is hereby amended by deletingthe word “and” immediately following clause (d) thereof, by deleting the period at the end ofclause (e) thereof and inserting “; and” in lieu thereof and inserting a new clause (f) to read asfollows:“(f) the sale of the shares of capital stock of DG FastChannel, Inc. held by theCompany in accordance with Section 8.9 hereof; *provided*that upon the sale of such sharesof capital stock the Company shall exercise its option under Section 7.3 of the SecuritiesPurchase Agreement to prepay the Notes in an aggregate principal amount equal to the NetCash Proceeds from the sale of such shares.”**(f) **Section 9 of the Existing Securities Purchase Agreement is hereby amended by inserting anew Section 9.14 at the end thereof to read as follows:“**Section 9.14. Amendment of 2010 Purchase Agreement**. The Company will not, withoutthe consent of the Required Holders, amend, modify, change or waive, or consent or agree toany amendment, modification, change or waiver to, the dates by which the purchase and saleof the shares under the 2010 Purchase Agreement must be made, the price per share of such shares, the aggregate purchase price for such shares or any other terms of the 2010 PurchaseAgreement in a manner that is adverse to any holder of a Note (in its capacity as a holderof a Note).”
 
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**(g) **Section 10 of the Existing Securities Purchase Agreement is hereby amended by deleting theperiod at the end of clause (l) thereof and inserting “; or” in lieu thereof and inserting a newclause (m) to read as follows:“(m) the 2010 Stock Purchase (as defined in the Third Amendment) is not consummated onor prior to September 7, 2010 or the 2011 Stock Purchase (as defined in the ThirdAmendment) is not consummated on or prior to February 28, 2011, in each case, in accordancewith the terms and provisions of the 2010 Purchase Agreement; *provided*that the Company andGores Radio shall have no obligation to consummate the 2011 Stock Purchase in the eventthat on or prior to February 28, 2011 the Company and its Subsidiaries shall have receivedNet Cash Proceeds of at least $10,000,000 from the issuance and sale of Qualified EquityInterests of the Company to any Person (other than any Subsidiary), other than inconnection with (i) the 2010 Stock Purchase, and (ii) any stock or option grant to anemployee of the Company or any Subsidiary under a stock option plan or other similarincentive or compensation plan of the Company or its Subsidiaries or upon the exercisethereof.”**(h) **The following definitions set forth in Schedule B (“*Defined Terms*”) to the ExistingSecurities Purchase Agreement are hereby amended and restated in their entirety to read as follows:“*Permitted Amounts*” means (i) an aggregate of $20,000,000 with respect to all Debtunder revolving credit commitments incurred under the New Loan Agreement Documents (and anyamendments, refinancings, refundings, renewals or extensions thereof) and (ii) an aggregateof $23,500,000 (plus the amount of any interest capitalized and added to interest inaccordance with the Subordination Agreements) with respect to all other Debt incurred underthe New Loan Agreement Documents (and any amendments, refinancings, refundings, renewals orextensions thereof).“*Financing Documents*” means this Agreement, the Notes, the Amended and RestatedGuarantee, the Gores Limited Guaranty, the Security Documents, the New Term LoanSubordination Agreement, the Gores Subordination Agreement, the Master Mutual ReleaseAgreement and the 2010 Purchase Agreement, as each may be amended, restated or otherwisemodified from time to time, and all other documents to be executed and/or delivered infavor of any holder of Notes, or all of them, by the Company, any of its Subsidiaries, orany other Person in connection with this Agreement.
 
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**(i) **Schedule B (“*Defined Terms*”) to the Existing Securities Purchase Agreement is herebyamended by adding the following new definitions in their appropriate alphabetical order:“*Disqualified Equity Interests*” means any Equity Interests of the Company that (a)require the payment of any dividends, (b) mature or are mandatorily redeemable or subjectto mandatory repurchase or redemption or repurchase at the option of the holders thereof,in each case in whole or in part and whether upon the occurrence of any event, pursuant toa sinking fund obligation on a fixed date or otherwise (including as the result of afailure to maintain or achieve any financial performance standards) in each case, prior tothe one year anniversary of the maturity date of the Notes, or (c) are convertible orexchangeable, automatically or at the option of any holder thereof, into any Debt, EquityInterests or other assets other than Qualified Equity Interests.“*Net Cash Proceeds*” means (a) with respect to any issuance and sale of EquityInterests by the Company or its Subsidiaries, the excess of (i) the sum of the cash andCash Equivalents received in connection with such equity issuance, less (ii) theunderwriting discounts and commissions, and other reasonable out-of-pocket expenses(including, without limitation, reasonable legal and accounting expenses), incurred by theCompany and its Subsidiaries in connection with such equity issuance; and (b) with respectto any asset disposition, the excess, if any, of (i) the sum of cash and Cash Equivalentsreceived in connection with such disposition, less (ii) the sum of (A) the outstandingprincipal amount of, premium or penalty, if any, and accrued interest on any Debt (otherthan Debt under this Agreement and the other Financing Documents) that is secured by a Lienon such asset permitted by this Agreement and that is required to be repaid in connectionwith the sale thereof, (B) the reasonable out-of-pocket expenses incurred by the Company orany Subsidiary in connection with such disposition (including, without limitation,reasonable fees, commissions and legal expenses), and (C) taxes reasonably estimated to beactually payable within two years of the date of such disposition as a result of any gainrecognized in connection therewith.“*Qualified Equity Interests*” means any Equity Interests of the Company that do notconstitute Disqualified Equity Interests.“*Third Amendment*” means that certain Third Amendment to Securities Purchase Agreement,dated as of August 17, 2010, by and among the Company and the New Noteholders partiesthereto.“*Third Amendment Effective Date*” means the “Effective Date” as defined in the ThirdAmendment.“*2010 Purchase Agreement*” means that certain Purchase Agreement, dated as of August17, 2010, by and between Gores Radio and the Company.
 
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**2. ****Amendment to Investor Rights Agreement**. Clause (vi) of the definition of “EligibleOffering” in Section 1.01 of the Existing Investor Rights Agreement is hereby amended and restatedin its entirety to read as follows (the “**Investor Rights Agreement Amendment**”):“(vi) pursuant to the transactions contemplated by (x) the Securities PurchaseAgreement (as amended through the Third Amendment), including, without limitation, the 2010Stock Purchase (as defined in the Third Amendment) and the 2011 Stock Purchase (as definedin the Third Amendment), (y) the Purchase Agreement and (z) the 2010 Purchase Agreement (asdefined in the Third Amendment).”**3. ****Conditions to Effectiveness of this Amendment**. Notwithstanding any other provisionof this Amendment and without affecting in any manner the rights of the Noteholders hereunder, itis understood and agreed that this Amendment shall not become effective, and the Company shall haveno rights hereunder, until satisfaction of the condition set forth in the first sentence followingclause (e) of this Section 3 and until each Noteholder shall have received:**(a) **a copy of this Amendment executed by the Company, the Subsidiary Guarantors and theRequired Holders;**(b) **a copy of the fully executed Third Bank Amendment in form and substance reasonablysatisfactory to the Required Holders (a true, correct and complete copy of which is attached heretoas Annex 1), which, among other things, provides for an increase in the aggregate RevolverCommitments (as defined in the New Loan Agreement) thereunder from $15,000,000 to $20,000,000;**(c) **a fully executed copy of that certain Purchase Agreement, dated as of the date hereof (the“**2010 Purchase Agreement**”), by and between Gores Radio and the Company in form and substancesatisfactory to the Required Holders (a true, correct and complete copy of which is attached heretoas Annex 2), which provides, among other things for (i) the purchase by Gores Radio, incash, of not less than $5,000,000 of new shares of common stock of the Company on or prior toSeptember 7, 2010 at a purchase price equal to $6.50 per share and otherwise on terms andconditions reasonably satisfactory to the Required Holders (the “**2010 Stock Purchase**”); and (ii)subject to the terms of Section 2.1(b) of the 2010 Purchase Agreement (as in effect on the datehereof), the purchase by Gores Radio, in cash, of not less than $10,000,000 of new shares of commonstock of the Company on or prior to February 28, 2011 (or such earlier date as may be necessary toremedy any liquidity shortfall of the Company on the terms and conditions set forth in the 2010Purchase Agreement) at a purchase price per share equal to the Fair Market Value (as defined below)thereof and otherwise on terms and conditions reasonably satisfactory to the Required Holders (the“**2011 Stock Purchase**”);**(d) **the representations and warranties set forth in Section 4 of this Amendment shall be trueand correct as of the date hereof; and**(e) **payment of the reasonable fees, charges and disbursements of counsel to, and the financialadvisor for, the Noteholders and incurred in connection with this Amendment (as set forth ininvoices provided by Bingham McCutchen LLP and Conway, Del Genio, Gries & Co., LLC, respectively,to the Company on or prior to the date hereof).
 
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In addition, all corporate and other proceedings in connection with the transactions contemplatedby this Amendment and all documents and instruments incident to such transactions shall bereasonably satisfactory to the Required Holders and their special counsel (such satisfaction to beestablished by the execution and delivery of this Amendment by the Required Holders). The date onwhich all such conditions to the effectiveness of this Amendment have been met is referred toherein as the “**Effective Date**”.For purposes of clause (c) above, the “**Fair Market Value**” per share of common stock of theCompany on a given date shall mean (x) if the shares of common stock of the Company are publiclytraded in the over-the-counter market, then the average of the per share volume-weighted averageprice for the Company’s Primary Exchange as displayed under the heading “VWAP” on the BloombergFinancial Markets Information Service (or, if Bloomberg ceases to publish such price, any successorservice reasonably chosen by the Company) page “WWON<Equity> VWAP” (or the equivalentsuccessor if such page is not available), in respect of the period from the open of trading on therelevant trading day until the close of trading on such trading day, for the thirty (30)consecutive trading days ended on the trading day immediately preceding such date, or (y) if nosuch quotations are available, the fair value of such shares as of such date as determined bymutual agreement of the Board of Directors of the Company and the Required Holders, or, if theyshall fail to agree within 10 Business Days (or a further period on written agreement of all suchparties), by an independent internationally-recognized investment banking firm selected by theBoard of Directors with the consent of the Required Holders (the fees and expenses of which shallbe paid by the Company). Notwithstanding the foregoing, if the Fair Market Value of the shares ofcommon stock of the Company determined in accordance with clause (x) or (y) of the precedingsentence, as applicable, is less than $4.00 per share, the Fair Market Value of each share ofCommon Stock shall be deemed to be $4.00 per share for purposes of the 2011 Stock Purchase, and ifthe Fair Market Value of the shares of common stock of the Company determined in accordance withclause (x) or (y) of the preceding sentence, as applicable, is greater than $9.00 per share, theFair Market Value of each share of Common Stock shall be deemed to be $9.00 per share for purposesof the 2011 Stock Purchase. For purposes hereof, the “**Primary Exchange**” means the “PrimaryExchange” identified on page 2 on the Bloomberg Financial Markets Information Service (or, ifBloomberg ceases to publish such price, any successor service reasonably chosen by the Company)page “WWON<Equity> DES” (or the equivalent successor if such page is not available).
 
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**4. ****Representations and Warranties**. To induce the Noteholders to enter into thisAmendment, the Company hereby represents and warrants to the Noteholders that:**(a) **The execution and delivery by the Company of this Amendment, and the performance by theCompany of this Amendment, the Third Bank Amendment and the Securities Purchase Agreement (i) arewithin the Company’s power and authority; (ii) have been duly authorized by all necessary corporateaction; (iii) are not in contravention of any provision of the Company’s certificate ofincorporation or bylaws or other organizational documents; (iv) do not violate any law orregulation, or any order or decree of any Governmental Authority applicable to the Company or any Subsidiary; (v) exceptas set forth on Schedule 3(e) hereto, do not conflict with or result in the breach ortermination of, constitute a default under or accelerate any performance required by, anyindenture, mortgage, deed of trust, lease, agreement or other instrument to which the Company orany of its Subsidiaries is a party or by which the Company or any such Subsidiary or any of theirrespective property is bound; (vi) do not result in the creation or imposition of any Lien upon anyof the property of the Company or any of its Subsidiaries (except pursuant to the SecurityDocuments); and (vii) except as set forth on Schedule 3(e) hereto and except for suchconsents or approvals as have already been obtained, do not require the consent or approval of anyGovernmental Authority or any other Person.**(b) **This Amendment has been duly executed and delivered by the Company and this Amendmentconstitutes, a legal, valid and binding obligation of the Company, enforceable against the Companyin accordance with its terms except as the enforceability hereof may be limited by bankruptcy,insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies ingeneral or by general principles of equity.**(c) **Except to the extent resulting from the failure, if any, of the Company to comply with the5% Minimum Requirement (as defined below) in connection with (A) the prepayment of the Notesrequired by Section 5(b) of the First Amendment, and (B) the prepayment of the Notes required bySection 4 of the Second Amendment, no Default or Event of Default has occurred and is continuing asof the date hereof and as of the Effective Date.**(d) **Other than (i) payment of the reasonable fees, charges and disbursements of counsel to theBanks incurred in connection with the Third Bank Amendment, and (ii) payment of an amendment fee inthe amount of $75,000 to the Banks pursuant to the terms of the Third Bank Amendment, noconsideration has been paid or is payable by the Company to any other Person, in its capacity aslender and/or guarantor, as an inducement to the Company’s or such Person’s execution and deliveryof the Third Bank Amendment.**(e) **Except as set forth on Schedule 3(e) hereto, the representations and warranties ofthe Company and each other Obligor contained in the Securities Purchase Agreement and each of theother Financing Documents are true and correct as of the date hereof as if made on the date hereof(other than those which, by their terms, specifically are made as of certain dates prior to thedate hereof, which are true and correct as of such dates).
 
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**5. ****Waiver****.**In connection with any optional prepayment of the Notes to be made by theCompany pursuant to Section 9.9(f) of the Securities Purchase Agreement that results in aprepayment of less than 5% of the aggregate principal amount of the Notes then outstanding, theCompany shall request that each of the Noteholders waive the requirement under Section 7.3 of theSecurities Purchase Agreement that any partial prepayment of the Notes be not less than 5% of theaggregate principal amount of the Notes then outstanding (the “**5% Minimum Requirement**”) solely with respect to any suchprepayment. In the event that the Company is unable to obtain such waiver from the Noteholdersprior to the date any such partial prepayment is required, each of the undersigned Noteholdershereby waives any right it may have to take action under Section 11.1(b) or Section 11.2 withrespect to any Default or Event of Default arising solely as a result of the failure of the Companyto comply with the 5% Minimum Requirement in connection with such optional prepayment, so long as,if the Credit Agreement includes a cross default to the Securities Purchase Agreement, at the timesuch prepayment is made, the Banks shall have similarly agreed not to take action with respect toany such cross default that exists under the Credit Agreement as a result of such prepayment. Thewaiver set forth in the preceding sentence is a limited waiver and shall not be deemed toconstitute a waiver of any other Default or Event of Default or, except as specifically set forthin the preceding sentence, any future breach or violation of the Securities Purchase Agreement, anyof the other Financing Documents or any document entered into in connection therewith. Except asexpressly provided herein, the foregoing waiver shall not constitute (a) a modification oralteration of the terms, conditions or covenants of the Securities Purchase Agreement, any of theother Financing Documents or any document entered into in connection therewith, or (b) a waiver,release or limitation upon the exercise by the Noteholders of any of their rights, legal orequitable, hereunder or under the Securities Purchase Agreement, any Financing Document or anydocument entered into in connection therewith. Except as set forth above, each of the undersignedNoteholders reserves any and all rights and remedies which it has had, has or may have under theSecurities Purchase Agreement, each Financing Document and any document entered into in connectiontherewith. Each of the undersigned Noteholders stipulates that the remedies at law of the Companyin the event of any default or threatened default by such undersigned Noteholders in theperformance of or compliance with the terms of this Section 5 solely with respect to its waiver ofany right it may have to take action under Section 11.1(b) or Section 11.2 with respect to anyDefault or Event of Default arising solely as a result of the failure of the Company to comply withthe 5% Minimum Requirement as provided above are not and will not be adequate and that, to thefullest extent permitted by law, such terms may be specifically enforced by a decree for thespecific performance of any agreement contained herein or by an injunction against a violation ofany of the terms hereof or otherwise. The foregoing notwithstanding, the Company does not concedethat any payment made in connection with any optional prepayment of the Notes to be made by theCompany pursuant to Section 9.9(f) of the Securities Purchase Agreement that results in aprepayment of less than 5% of the aggregate principal amount of the Notes then outstanding wouldconstitute a breach of the 5% Minimum Requirement or otherwise entitle any Noteholders to assertthe same. For the avoidance of doubt, the Company will make the prepayments required by Section9.9(f) of the Securities Purchase Agreement regardless of whether the waiver referred to in thisSection 5 is obtained.
 
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**6. ****Effect of Amendment**. Except as set forth expressly herein, all terms of theExisting Securities Purchase Agreement, as amended hereby, the Existing Investor Rights Agreement,as amended hereby, each other Financing Document and any document entered into in connectiontherewith, shall be and remain in full force and effect. The execution, delivery and effectivenessof this Amendment shall not operate as a waiver of any right, power or remedy of the Noteholders under the Existing SecuritiesPurchase Agreement, the Existing Investor Rights Agreement, any other Financing Document or anyother documents entered into in connection therewith, nor constitute a waiver of any provision ofthe Existing Securities Purchase Agreement, the Existing Investor Rights Agreement, any otherFinancing Document or any other documents entered into in connection therewith. Any and allnotices, requests, certificates and other instruments executed and delivered after the executionand delivery of this Amendment may refer to the Existing Securities Purchase Agreement and/or theExisting Investor Rights Agreement without making specific reference to this Amendment, butnevertheless all such references shall include this Amendment unless the context otherwiserequires.**7. ****Confirmation of Amended and Restated Guarantee**. By executing this Amendment eachof the Subsidiary Guarantors acknowledges and confirms that (a) the Amended and Restated Guaranteecontinues in full force and effect notwithstanding the Securities Purchase Agreement Amendments and(b) the indebtedness, liabilities and obligations of the Company under the Securities PurchaseAgreement, each other Financing Document and this Amendment constitute indebtedness, liabilitiesand obligations guaranteed under the Amended and Restated Guarantee. Nothing in this Amendmentextinguishes, novates or releases any right, claim, or entitlement of any of the Noteholderscreated by or contained in the Securities Purchase Agreement, the Notes or the Amended and RestatedGuarantee nor is the Company or any Subsidiary Guarantor released from any covenant, warranty orobligation created by or contained herein or therein, except as such covenants and obligations arespecifically amended by this Amendment.**8. ****Waiver of Preemptive Rights and Consents****.**Subject to the satisfaction of theconditions set forth in Section 3 hereof:**(a)**Each of the undersigned Noteholders hereby (a) waives all rights to notice which wouldotherwise be required by the Company under the Investor Rights Agreement (including, withoutlimitation, Section 4.03 thereof) solely in connection with the 2010 Stock Purchase and the 2011Stock Purchase; *provided*that on the date that the 2011 Stock Purchase is consummated under theterms of the 2010 Purchase Agreement, the Company shall provide to each of the Noteholders areasonably detailed calculation of the Fair Market Value of the shares to be sold in connectiontherewith, (b) waives any preemptive rights that the Noteholders may have under the Investor RightsAgreement (including, without limitation, Section 4.03 thereof) solely in connection with the 2010Stock Purchase and the 2011 Stock Purchase and (c) notwithstanding anything to the contrarycontained in the Securities Purchase Agreement, consents to the issuance and sale by the Company ofcommon stock of the Company in connection with the 2010 Stock Purchase and the 2011 Stock Purchase.
 
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**(b) **The Noteholders consent to the execution and delivery of the Third Bank Amendment in theform attached as Annex 1, including without limitation the increase in the Maximum Revolver Amountand aggregate Revolver Commitments under the Credit Agreement from $15,000,000 to $20,000,000 asset forth therein, agree that all liabilitiespertaining to such increased Maximum Revolver Amount and aggregate Revolver Commitments shallconstitute “Revolver Debt” under the New Term Loan Subordination Agreement and therefore do notconstitute “Subordinated Debt” under the New Term Loan Subordination Agreement, and agree thatWells Fargo Capital Finance, LLC and the Banks can rely on this consent as intended third partybeneficiaries without the need to independently verify whether any of the conditions precedent tothe effectiveness of this Amendment have been satisfied and this sentence may not be amended,modified or supplemented without the prior written consent of the Wells Fargo Capital Finance, LLCand the Banks.**9.****Release**.**(a) **In consideration of the agreements of the Noteholders contained herein and for other goodand valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each ofthe Company and each Subsidiary Guarantor, on behalf of itself and its successors, assigns, andother legal representatives, hereby absolutely, unconditionally and irrevocably releases, remisesand forever discharges the Noteholders, and their successors and assigns, and their present andformer shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers,attorneys, financial advisors, employees, agents and other representatives (each Noteholder and allsuch other Persons being hereinafter referred to collectively as the “**Releasees**” and individuallyas a “**Releasee**”), of and from all demands, actions, causes of action, suits, covenants, contracts,controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and anyand all other claims, counterclaims, defenses, rights of set-off, demands and liabilitieswhatsoever (individually, a “**Claim**” and collectively, “**Claims**”) of every name and nature, eitherknown or suspected, both at law and in equity, which the Company, any Subsidiary Guarantor or anyof their successors, assigns, or other legal representatives may now or hereafter own, hold, haveor claim to have against the Releasees or any of them for, upon, or by reason of any circumstance,action, cause or thing whatsoever which arises at any time on or prior to the day and date of thisAmendment, including, without limitation, for or on account of, or in relation to, or in any way inconnection with any of the Securities Purchase Agreement, any of the other Financing Documents orany other documents entered into in connection therewith or transactions thereunder or relatedthereto.**(b) **Each of the Company and each Subsidiary Guarantor understands, acknowledges and agreesthat the release set forth above may be pleaded as a full and complete defense and may be used as abasis for an injunction against any action, suit or other proceeding which may be instituted,prosecuted or attempted in breach of the provisions of such release.**10. ****Governing Law**. This Amendment shall be governed by, and construed in accordancewith, the internal laws of the State of New York excluding choice-of-law principles of the law ofsuch State that would require the application of the laws of a jurisdiction other than such State.
 
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**11. ****No Novation**. This Amendment is not intended by the parties to be, and shall notbe construed to be, a novation of the Existing Securities Purchase Agreement or an accord andsatisfaction in regard thereto.**12. ****Fees and Expenses**. Whether or not the Securities Purchase Agreement Amendmentsbecome effective, the Company will, in accordance with Section 14.1 of the Existing SecuritiesPurchase Agreement, promptly (and in any event within 30 days of receiving any statement or invoicetherefor) pay all reasonable fees, expenses and costs of the Noteholders relating to thisAmendment, including, without limitation, the reasonable fees and disbursements of the Noteholders’special counsel, Bingham McCutchen LLP, and financial advisor, Conway, Del Genio, Gries & Co., LLC.**13. ****Counterparts**. This Amendment may be executed by one or more of the parties heretoin any number of separate counterparts, each of which shall be deemed an original and all of which,taken together, shall be deemed to constitute one and the same instrument. Delivery of an executedcounterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall beas effective as delivery of a manually executed counterpart hereof.**14. ****Binding Nature****.**This Amendment shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns.**15. ****Entire Understanding**. This Amendment and the other Financing Documents set forththe entire understanding of the parties with respect to the matters set forth herein and therein,and shall supersede any prior negotiations or agreements, whether written or oral, with respectthereto.**16. ****Headings**. The headings of the sections of this Amendment are inserted forconvenience only and shall not be deemed to constitute a part of this Amendment.[*Signature Pages To Follow*]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirrespective authorized officers as of the day and year first above written.      **COMPANY**: