Continuing Effect. Except as expressly set forth in [Section 2] of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby.

Continuing Effect. Except as otherwise specifically set out herein, the provisions of the Credit Agreement shall remain in full force and effect.

Except as expressly set forth herein, the provisions of the Agreement shall remain unchanged and in full force and effect as provided therein.

Scio Diamond provides an orientation program for new directors that includes written materials, oral presentations, and meetings with senior members of management. The orientation program is designed to familiarize new directors with Scio Diamond’s business and strategy. The Board believes that ongoing education is important for maintaining a current and effective Board. Accordingly, the Board encourages directors to participate in ongoing education, as well as participation in accredited director education programs. The Board will reimburse directors for expenses incurred in connection with these education programs.

SECTION #Continuing Effect; No Other Amendments or Consents.

Since ​, no Material Adverse Effect has occurred and is continuing, or reasonably be expected to have occurred and be continuing; and

Target Material Adverse Effect. Since the Acquisition Signing Date, there shall not have occurred or be continuing a Target Material Adverse Effect.

Continuing Effect. Except as otherwise specifically set out herein, the provisions of the Credit Agreement shall remain in full force and effect.

Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

Binding Effect. The terms of the Plan shall be binding upon the Company and its successors and assigns and the Participants and their legal representatives, and shall bind any successor of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations hereunder, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns, including, but not limited to, any successor by reason of merger or consolidation of the Company and the Executive’s heirs, executors, administrators and personal representatives. The Affiliates of the Company are third party beneficiaries of this Agreement.

Binding Effect. This Certificate is binding upon CPI, its Subsidiaries and Affiliates, and the Director and their respective heirs, executors, administrators and successors.

Binding Effect. This Note shall be binding on the parties hereto and their respective heirs, legal representatives, executors, successors and assigns.