NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all ofwhich are hereby acknowledged, the Company and the Noteholder agree as follows:**1. ****Amendments to Securities Purchase Agreement**. Section 9.15 of the ExistingSecurities Purchase Agreement is hereby amended and restated in its entirety to read as follows(the “**Securities Purchase Agreement Amendment**”):“**Section 9.15. [Intentionally Omitted**.]”**2. ****Conditions to Effectiveness of this Amendment**. This Amendment shall becomeeffective when (and no provision of this Amendment shall be effective until) each of the followingconditions has been satisfied:**(a)**the Noteholder shall have received a copy of this Amendment executed by the Company, theSubsidiary Guarantors and the Required Holders; and**(b)**the following additional conditions shall have been satisfied:(i) the representations and warranties set forth in Section 3 of this Amendment shallbe true and correct as of the date hereof; and(ii) all corporate and other proceedings in connection with the transactionscontemplated by this Amendment and all documents and instruments incident to suchtransactions shall be reasonably satisfactory to the Noteholder and its special counsel(such satisfaction to be evidenced by the execution and delivery of this Amendment by theNoteholder).The date on which all such conditions to the effectiveness of this Amendment have been met isreferred to herein as the “**Effective Date**”.**3. ****Representations and Warranties**. To induce the Noteholder to enter into thisAmendment, the Company hereby represents and warrants to the Noteholder that:**(a)**The execution and delivery by the Company and the Subsidiary Guarantors of thisAmendment, and the performance by the Company and the Subsidiary Guarantors of this Amendment andthe Securities Purchase Agreement and the other Financing Documents to which they are parties (i)are within each of the Company’s and the Subsidiary Guarantors’ power and authority; (ii) havebeen duly authorized by all necessary corporate action; (iii) are not in contravention of anyprovision of any of the Company’s or any Subsidiary Guarantor’s certificate of incorporation orbylaws or other organizational documents; (iv) do not violate any law or regulation, or any orderor decree of any Governmental Authority applicable to the Company or any Subsidiary; (v) do notconflict with or result in the breach or termination of, constitute a default under or accelerateany performance required by, any indenture, mortgage, deed of trust, lease, agreement or otherinstrument to which the Company or any of its Subsidiaries is a party or by which the Company orany such Subsidiary or any of their respective property is bound; (vi) do not result in thecreation or imposition of any Lien upon any of the property of the Company or any of itsSubsidiaries (except pursuant to the Security Documents); and (vii) except for such consents orapprovals as have already been obtained, do not require the consent or approval of anyGovernmental Authority or any other Person.
 
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**(b)**This Amendment has been duly executed and delivered by the Company and the SubsidiaryGuarantors and this Amendment constitutes, a legal, valid and binding obligation of the Companyand the Subsidiary Guarantors, enforceable againstthe Company and the Subsidiary Guarantors in accordance with its terms except as theenforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium andother laws affecting creditors’ rights and remedies in general or by general principles ofequity.**(c)**No Default or Event of Default has occurred and is continuing as of the date hereof andas of the Effective Date.**(d)**The representations and warranties of each of the Company and the Subsidiary Guarantorsand each other Obligor contained in the Securities Purchase Agreement and each of the otherFinancing 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).**4. ****Effect of Amendment**. Except as expressly set forth herein, all terms of theExisting Securities Purchase Agreement, as amended hereby, each other Financing Document and anydocument entered into in connection therewith, shall be and remain in full force and effect.Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendmentshall not operate as a waiver of any right, power or remedy of the Noteholder under the ExistingSecurities Purchase Agreement, any other Financing Document or any other documents entered into inconnection therewith, nor constitute a waiver of any provision of the Existing Securities PurchaseAgreement, any other Financing Document or any other documents entered into in connectiontherewith. Any and all notices, requests, certificates and other instruments executed anddelivered after the execution and delivery of this Amendment may refer to the Existing SecuritiesPurchase Agreement without making specific reference to this Amendment, but nevertheless all suchreferences shall include this Amendment unless the context otherwise requires.**5. ****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 Amendment 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 the Noteholder created by orcontained in the Securities Purchase Agreement, the Notes or the Amended and Restated Guarantee noris the Company or any Subsidiary Guarantor released from any covenant, warranty or obligationcreated by or contained herein or therein, except as such rights, claims, entitlements, covenantsand obligations are specifically extinguished, released or amended by this Amendment.
 
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**6.****Release**.**(a)**In consideration of the agreements of the Noteholder 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 Noteholder, and its successors and assigns, and its present and formershareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys,financial advisors, employees, agents and other representatives (the Noteholder and all suchother Persons being hereinafter referred to collectively as the “**Releasees**” and individually as 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 anycircumstance, action, cause or thing whatsoever which arises at any time on or prior to the dayand date of this Amendment, including, without limitation, for or on account of, or in relationto, or in any way in connection with any of the Securities Purchase Agreement, any of the otherFinancing Documents or any other documents entered into in connection therewith or transactionsthereunder or related thereto.**(b)**Each of the Company and the Subsidiary Guarantors understands, acknowledges and agreesthat the release set forth above may be pleaded as a full and complete defense and may be used asa basis 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.**7. ****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.**8. ****No Novation**. This Amendment is not intended by the parties to be, and shall not beconstrued to be, a novation of the Existing Securities Purchase Agreement or an accord andsatisfaction in regard thereto.**9. ****Amendments****.**This Amendment may not be amended, waived or modified without theprior written consent of the Company and the Noteholder.**10. ****Severability*****.***Any provision of this Amendment that is prohibited or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof, and any suchprohibition or unenforceability in any jurisdiction shall (to the fullextent permitted by law) not invalidate or render unenforceable such provision in any otherjurisdiction.
 
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**11. ****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.**12. ****Binding Nature****.**This Amendment shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns.**13. ****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.**14. ****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**: