HQ GLOBAL HOLDINGS INC. SECOND AMENDMENT TO AGREEMENT AND PLAN (2000-06-16)

THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is entered into as of May 31, 2000 by and among VANTAS Incorporated, a Nevada corporation ("VANTAS"), and FrontLine Capital Group, a Delaware corporation (formerly known as Reckson Services Industries, Inc.) ("RSI"), on the one hand, and HQ Global Workplaces, Inc., a Delaware corporation (the "Company"), and CarrAmerica Realty Corporation, a Maryland corporation ("CarrAmerica"), on the other hand.

Scientigo, Inc.. SECOND AMENDMENT TO AGREEMENT AND PLAN (2001-04-17)

This Second Amendment Agreement supersedes all prior agreements between the parties with respect to the matters addressed herein and constitutes the entire agreement between the parties on the subjects herein. The provisions of this Second Amendment Agreement may not be amended, deleted or modified in whole or in part without the express written consent of all parties to this Second Amendment Agreement, which will be executed with the same formality as this Second Amendment Agreement. This Second Amendment Agreement will be subject to and governed by the laws of the State of North Carolina, without respect to the principles of the choice of law or the conflicts of law. This Second Amendment Agreement will be binding upon and inure to the benefit of the parties hereto, their heirs, successors and assigns. This Second Amendment Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document.

SHOPKO STORES INC. Second Amendment to Agreement and Plan (2005-09-29)

GeoVax Labs, Inc.. SECOND AMENDMENT TO AGREEMENT AND PLAN (2006-10-04)

This Second Amendment to Agreement and Plan of Merger (this "Amendment"), dated September 27, 2006, is made by and among Dauphin Technology, Inc., an Illinois corporation ("Dauphin"), GeoVax Acquisition Corp., a Georgia corporation and wholly-owned subsidiary of Dauphin ("Merger Subsidiary"), and GeoVax, Inc., a Georgia corporation ("GeoVax").

American Electric Technologies Inc. SECOND AMENDMENT TO AGREEMENT AND PLAN (2007-04-04)

This Second Amendment to Agreement and Plan of Merger (the “Amendment”) dated as of April 3, 2007, is entered into by and among American Access Technologies, Inc., a Florida corporation (“AAT”), AAT Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of AAT (“Merger Sub”) and M & I Electric Industries, Inc., a Texas corporation (“M & I”).

American Electric Technologies Inc. SECOND AMENDMENT TO AGREEMENT AND PLAN (2007-04-04)

This Second Amendment to Agreement and Plan of Merger (the “Amendment”) dated as of April 3, 2007, is entered into by and among American Access Technologies, Inc., a Florida corporation (“AAT”), AAT Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of AAT (“Merger Sub”) and M & I Electric Industries, Inc., a Texas corporation (“M & I”).

VWR Funding, Inc.. SECOND AMENDMENT TO AGREEMENT AND PLAN (2007-08-14)

This Second Amendment (this “ _Amendment_ ”), dated as of May 30, 2007, is to the Agreement and Plan of Merger, dated May 2, 2007, among Varietal Distribution Holdings, LLC, a Delaware limited liability company (“ _Parent_ ”), Varietal Distribution Merger Sub, Inc., a Delaware corporation (“ _MergerCo_ ”), and CDRV Investors, Inc., a Delaware corporation (the “ _Company_ ”) (as amended by the First Amendment thereto dated May 7, 2007 and as otherwise amended or modified from time to time, the “ _Merger Agreement_ ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

FIRST CHESTER COUNTY CORP. SECOND AMENDMENT TO AGREEMENT AND PLAN (2010-08-26)

This **SECOND AMENDMENT** dated as of August 25, 2010 (this “Second Amendment”), is by and between Tower Bancorp, Inc., a Pennsylvania corporation (“ **Tower** ”), and First Chester County Corporation, a Pennsylvania corporation (“ **First Chester** ”), and amends that certain Agreement and Plan of Merger dated as of December 27, 2009 between Tower and First Chester, as amended by that certain First Amendment to Agreement and Plan of Merger dated March 4, 2010 (as amended, the “ **Agreement** ”).

FIRST CHESTER COUNTY CORP. SECOND AMENDMENT TO AGREEMENT AND PLAN (2010-08-26)

This **SECOND AMENDMENT** dated as of August 25, 2010 (this “Second Amendment”), is by and between Tower Bancorp, Inc., a Pennsylvania corporation (“ **Tower** ”), and First Chester County Corporation, a Pennsylvania corporation (“ **First Chester** ”), and amends that certain Agreement and Plan of Merger dated as of December 27, 2009 between Tower and First Chester, as amended by that certain First Amendment to Agreement and Plan of Merger dated March 4, 2010 (as amended, the “ **Agreement** ”).

PINNACLE ENTERTAINMENT INC.. SECOND AMENDMENT TO AGREEMENT AND PLAN (2013-05-10)

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “ _Second Amendment_ ”) is entered into as of March 14, 2013 (the “ _Effective Date_ ”), between PINNACLE ENTERTAINMENT, INC., a Delaware corporation (“ _Parent_ ”), PNK HOLDINGS, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“ _HoldCo_ ”), PNK DEVELOPMENT 32, INC., a Nevada corporation and a wholly-owned Subsidiary of HoldCo (“ _Merger Sub_ ”) and AMERISTAR CASINOS, INC., a Nevada corporation (the “ _Company_ ”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).