[Section 4.2] is hereby amended by deleting “75%” from clause (i) and substituting “100%” in lieu thereof.

[Section 4.1] of the Plan is hereby amended and restated in its entirety to increase the number of shares reserved for issuance under the Plan as follows:

[Section 4.20(e)] of the SPA is hereby deleted in its entirety and replaced with the following:

[Section 4.20(e)] of the Sellers Disclosure Letter is hereby deleted in its entirety and replaced with [Section 4.20(e)] attached as Annex C to this Amendment.

[Section 4.01(b)]: “Tax Base” shall mean Taxes which would be paid by Landlord for the fiscal tax year commencing July 1, 2010, and ending June 30, 2011;

[Section 4.01(d)]: “Tenant’s Proportionate Share of Taxes” shall be .52%.

[Section 4.05(c)]: “Operating Expense Base” shall mean Operating Expenses for the calendar year 2010, adjusted to reflect the Operating Expenses that would have been incurred were the Building not les than 95% occupied:

[Section 4.05(e)]: Tenant’s Proportionate Share of Operating Expenses shall be .54%: and

[Section 4.6(a)] of the EnTrust Disclosure Schedule sets forth the authorized, issued and outstanding Equity Interests of each Subsidiary of each EnTrust Contributed Entity and the beneficial and record owner of such issued and outstanding Equity Interests. All such issued and outstanding Equity Interests # have been duly authorized, # are validly issued, fully paid and non-assessable, # were issued in compliance with applicable Laws (including state and federal securities Laws), # are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal, or similar rights and # are held and owned beneficially and of record free and clear of all options, contracts, calls, puts, rights to subscribe, conversion rights and other Liens (other than restrictions imposed by securities Laws that are generally applicable to securities that have not been registered or qualified with a Governmental Authority). EP Partners does not have (and never has had) any Subsidiaries, except as contemplated by the Restructuring.

[Section 4.21(l)] of the EnTrust Disclosure Schedule sets forth which of the EnTrust Entities are “controlled foreign corporations” as defined in section 957(a) of the Code.