“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in [[Sections 13(d) and 14(d)])]])] thereof, including a “group” as defined in [Section 13(d)].

the aggregate in any calendar year. The limitation contained in this [Section 4(d)(ii)(A)] does not apply to any Award subject to the limitations contained in [Section 4(d)(i)] or [Section 4(d)(ii)(B)].

An acquisition by any individual, entity or group (within the meaning of [[Section 13(d)(3) or 14(d)])]])]

“Regulation D” means Regulation D of the Board from time to time in effect and all official rulings and interpretations thereunder or thereof.

[Section 3(d)] of the Employment Agreement is hereby amended by adding a new subsection # to the existing [Section 3(d)], as follows:

Exhibits. [Exhibit D] (Compliance Certificate) and [Schedule 1] attached to the Loan Agreement are replaced with [Exhibit D] and [Schedule 1] attached hereto.

the definition of “Defaulting Lender” set forth in [Section 1.1] of the Credit Agreement is hereby amended by deleting the word “or” immediately after [clause (d)](i) of such definition and adding the following new [clause (d)](iii) after the end of [clause (d)](ii) therein:

Each Jones Entity is an “Accredited Investor” as defined in Rule 501(d) of Regulation D, promulgated by the SEC under the Securities Act.

The Facility D Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility D.

if the amount of the maturing Facility D Loan is equal to or less than the aggregate amount of the new Facility D Loans: