This Agreement may be amended, before or after the adoption of this Agreement by the stockholders of the Company and Merger Sub only by an instrument making specific reference to this Agreement in writing signed on behalf of each of the parties; provided that, any amendment adopted after the adoption of this Agreement by the stockholders of the Company or Merger Sub shall not (1) alter or change the Per Share Amount of cash to be received by Securityholders, (2) alter or change any term of the certificate of incorporation of the Surviving Corporation as provided in Exhibit B or (3) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the Securityholders.