Pursuant to [Section 7.1] of the Credit Agreement, Borrowers shall not, nor shall Borrowers permit any Credit Party to, Transfer all or any part of its business or property, subject to certain exceptions.

Pursuant to [Section 2.20] of the Existing Credit Agreement, with effect from and including the Amendment No. 2 Effective Date, each Person identified on the signature pages hereof as an “Amendment No. 2 USD Tranche Incremental Revolving Lender” or an “Amendment No. 2 Multicurrency Tranche AMERICAS 107903477

Pursuant to [Section 3.2] of the Agreement, IGI delivered to PBGC a signed promissory note dated October 17, 2011 and an amortization schedule for quarterly payments of principal and interest payable in the specified payment amounts set forth in the amortization schedule.

Pursuant to [Section 1.7] of the Share Exchange Agreement, prior to the consummation of the Acquisition, the Company wishes to create and issue contractual contingent value rights relating to the CVR Assets (as defined herein) to the record holders of the Common Stock (as defined herein) as of a record date prior to the consummation of the Acquisition.

Pursuant to [Section 1.7] of the Share Exchange Agreement, prior to the consummation of the Acquisition, the Company wishes to create and issue contractual contingent value rights relating to the CVR Assets (as defined herein) to the record holders of the Common Stock (as defined herein) as of a record date prior to the consummation of the Acquisition.

Pursuant to [Section 1.3(c)] of the Underlying Agreement, at the Closing, Depositor shall deposit with Escrow Agent an amount equal to $345,000.00 (the “Escrow Amount”), with any interest and other income earned thereon net of any distributions pursuant to the terms hereof to be held in escrow from time to time pursuant to this Agreement in order to provide a source of funding to the Purchaser Indemnified Parties in accordance with the Underlying Agreement.

Pursuant to [Section 1.20] and Article XI of the Lease, Landlord currently is holding a Security Deposit in the form of a letter of credit (the “Letter of Credit”) in the amount of Eighty-Eight Thousand Four Hundred Ten Dollars ($88,410.00) (the “Original Security Deposit”). Simultaneously with the execution and delivery of this Amendment by Tenant, the Security Deposit shall be increased by an amount equal to Eighty-Six Thousand Five Hundred Ninety Dollars ($86,590.00) (the “Additional Security Deposit”), such that the total amount of the Security Deposit shall be equal to One Hundred Seventy-Five Thousand Dollars ($175,000.00). Such increase shall occur by means of delivery by Tenant to Landlord of an amendment to the Letter of Credit increasing the amount thereof, or a substitute Letter of Credit in strict conformity with the terms of [Section 11.3] of the Lease, in which latter event, the original Letter of Credit shall be promptly returned to Tenant. The Original Security Deposit, as increased by the Additional Security Deposit is hereinafter referred to as the Security Deposit. The Security Deposit shall continue to be held by Landlord as security for the performance by Tenant of all of Tenant’s obligations, covenants, conditions and agreements pursuant to the terms of the Lease, as amended hereby, during the remainder of the Lease Term (as amended hereby and as the same may be extended).

Pursuant to [Section 1.6 of Exhibit B-1]1] of the Lease, Landlord agreed to provide to Tenant a certain Landlord’s Contribution (as defined in such Exhibit B-11]) to be used and applied by Landlord towards the total costs of the Tenant Improvement Work (as defined in the Lease). Landlord shall use and apply any unused portion of Landlord’s Contribution (any such unused portion, hereinafter referred to as the “Available Landlord Contribution”) solely on account of Parking Costs that are attributable to Option A Work; provided, however, that # the Available Landlord Contribution applied towards such Parking Costs shall be applied in accordance with and subject to the requirements of [Section 7(c)(iii)] below, # in no event shall the aggregate total of Landlord’s Contribution provided by Landlord to Tenant on account of the Tenant Improvement Work and such Parking Costs exceed Five Million Five Hundred Forty Thousand One Hundred Fifty and 00/100 Dollars ($5,540,150.00), and # in no event shall the aggregate amount of Landlord’s Contribution provided by Landlord to Tenant on account of the Tenant Improvement Work and such Parking Costs that may be applied towards soft costs for architectural and engineering fees exceed One Million One Hundred Eighty-Seven Thousand One Hundred Seventy-Five and 00/100 Dollars ($1,187,175.00).

Pursuant to [Section 2.20] of the Existing Credit Agreement, with effect from and including the Amendment No. 2 Effective Date, each Person identified on the signature pages hereof as an “Amendment No. 2 Incremental Term Lender” (each, an “Amendment No. 2 Incremental Term Lender” and, collectively, the “Amendment No. 2 Incremental Term Lenders”) shall become a party to this Amendment and the Amended Credit Agreement, with each Amendment No. 2 Incremental Term Lender having all of the rights and obligations of a “Lender” and an “Additional Lender” under the Amended Credit Agreement and the other Loan Documents, and each such Amendment No. 2 Incremental Term Lender shall have a Commitment in the amount set forth opposite its name on [Schedule I] hereto. The aggregate AMERICAS 107903477

Pursuant to [Section 10.01] of the 2014 Credit Agreement and [Section 9.01] of the 2016 Credit Agreement, the Merger is permitted so long as, among other things, ZH2LX, as the survivor of the Merger, shall assume all of the payment and performance obligations of the Luxemburg Borrower under the Credit Agreements and the other Loan Documents on terms reasonably satisfactory to the General Administrative Agents.