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EXHIBIT 10.20
FIRST AMENDMENT
TO
STOCKHOLDERS AGREEMENT
This
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this “
Amendment ”),
dated as of September 26, 2006, is by and among the signatories
hereto. All capitalized terms used in this Amendment which are not
herein defined shall have the same meanings ascribed to them in the
Agreement (as defined
infra ).
WHEREAS,
the undersigned are parties to that certain Stockholders
Agreement dated as of July 21, 2006 relating to Wyndcrest DD
Holdings, Inc. (the “
Agreement ”)
and, collectively, hold a majority of the Stockholder Shares owned
by the Investors and a majority of the Falcon Securities, and such
parties desire to amend the Agreement as provided
herein;
NOW,
THEREFORE, in consideration of the premises and the covenants
and agreements hereinafter set forth, the parties hereto
hereby agree as follows:
1.
Board of Directors of the Company
. Paragraphs (a)(i) and (a)(ii)(A) of Section 2 of the Agreement
shall be amended, effective as of the date hereof, by being
replaced in their entirety with the following:
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“(i)
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the
Board shall be comprised of nine (9) directors;
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(ii)
the
following persons will be elected to the Board:
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(A)
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the
holders of the majority of Stockholder Shares held by the Investors
will designate eight (8) directors, which designees shall initially
be John C. Textor, Michael Bay, Carl Stork, and five (5) persons to
be designated by such holders after the date hereof;
and,”.
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2.
Boards of Directors of Significant
Subsidiaries .
The third sentence of Section 2(b) of the Agreement shall be
amended, effective as of the date hereof, by being replaced in its
entirety with the following:
“The
person or persons who are to serve as the member(s) of the
board of directors of each Significant Subsidiary shall
b
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