Legal SPA Update Form

LEGAL SPA UPDATE FORM

This Share Purchase Agreement Update Form (the "Update") is entered into as of by and between Seller: and Buyer: .

RECITALS

WHEREAS, the parties previously entered into a Share Purchase Agreement dated (the "Original SPA"), pursuant to which Seller agreed to sell and Buyer agreed to purchase the equity interests described therein;

WHEREAS, the parties desire to amend certain terms of the Original SPA as set forth in this Update to reflect negotiations and to address conditions precedent to closing; and

WHEREAS, capitalized terms used but not defined in this Update shall have the meanings assigned in the Original SPA unless otherwise defined herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Update and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. AMENDMENTS TO THE ORIGINAL SPA

1.1 The Original SPA is hereby amended as expressly set forth in this Section 1. Except as expressly amended by this Update, the Original SPA remains in full force and effect.

Select the subject matter(s) of the amendment (check all that apply):

Purchase Price Closing Date Representations & Warranties Covenants Schedules & Exhibits

2. DESCRIPTION OF AMENDMENTS

2.1 Amendment — Purchase Price

2.2 Amendment — Closing and Conditions

2.3 Amendment — Representations, Warranties & Covenants

2.4 Other Amendments (specify):

3. EFFECT OF AMENDMENTS; NO OTHER MODIFICATIONS

3.1 Except as expressly set forth in this Update, each party acknowledges and agrees that the Original SPA remains unchanged and in full force and effect. To the extent of any conflict between this Update and the Original SPA, the terms of this Update shall prevail.

3.2 No waiver, modification, or amendment of any provision of the Original SPA other than as set forth in this Update shall be effective unless set forth in a written instrument signed by both parties.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the other that: (a) it is a duly organized and validly existing entity with full power and authority to enter into and perform this Update; (b) the person signing on its behalf is duly authorized to execute this Update and to bind such party; and (c) the execution and delivery of this Update and the performance of its obligations hereunder do not and will not (i) violate its organizational documents, (ii) conflict with or constitute a default under any material agreement to which it is a party, or (iii) require any third-party consent except as disclosed in writing to the other party.

4.2 Each party further reaffirms the representations and warranties set forth in the Original SPA to the extent still true and applicable as of the Effective Date of this Update.

5. CONDITIONS TO EFFECTIVENESS

5.1 The effectiveness of this Update is subject to the satisfaction or written waiver of the following conditions on or before the Closing Date: (a) all required corporate, regulatory and third-party consents have been obtained; (b) no injunction, order or law prevents the consummation of the transactions; and (c) each party has delivered counterparts of this Update duly executed by an authorized representative.

6. NOTICES

All notices and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice):

7. GOVERNING LAW; JURISDICTION

This Update and any dispute arising out of or relating to this Update shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in the specified jurisdiction for the resolution of any disputes arising under this Update.

8. ENTIRE AGREEMENT; SEVERABILITY

8.1 This Update, together with the Original SPA as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, relating thereto.

8.2 If any provision of this Update is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Update shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 No amendment or waiver of any provision of this Update shall be effective unless it is in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right hereunder shall operate as a waiver of such right.

9.2 This Update may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including electronic image of a handwritten signature) shall be deemed original signatures for all purposes.

10. REPRESENTATIVE CERTIFICATIONS

Each person executing this Update on behalf of a party hereby represents and warrants that he or she has full power and authority to bind such party and that no further action or approval is required to make this Update binding upon such party, except as disclosed in writing to the other party.

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