“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: