Acknowledgement and Reaffirmation. By their execution hereof, each Borrower and each Guarantor hereby expressly # consents to this Amendment, # acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or such Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and # ratifies and reaffirms any guarantee and grant of security interests and Liens on any of their respective Collateral pursuant to any Loan Document as security for or otherwise guaranteeing the Obligations under or with respect to the Loan Documents and confirm and agree that such security interests and Liens are in all respects continuing and in full force and effect and shall continue to secure all of the Obligations under the Loan Documents (after giving effect to this Amendment).

Estoppel, Acknowledgement and Reaffirmation. The Loan Parties hereby # acknowledge the existence of the Existing Default, # acknowledge # their Obligations under the Credit Agreement and the other Loan Documents and acknowledge that such Obligations are not subject to any credit, offset, defense, claim, counterclaim or adjustment of any kind (and, to the extent any Loan Party has any credit, offset, defense, claim, counterclaim or adjustment, the same is hereby waived by each such Loan Party), and # that as of the close of business on March 16, 2016, the aggregate outstanding principal amount of the Loans is $0.00 and the aggregate undrawn amount of all Letters of Credit is $8,172,900.74, # acknowledge that the Loan Documents executed by the Loan Parties are legal, valid and binding obligations enforceable against the Loan Parties in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in an action of law or in equity), # reaffirm that each of the Liens created and granted in or pursuant to the Credit Agreement and the other Loan Documents is valid and subsisting, # acknowledge that this Agreement shall in no manner impair or otherwise adversely affect such Obligations or Liens and # acknowledge that prior to executing this Agreement, the Loan Parties consulted with and had the benefit of advice of legal counsel of their own selection and have relied upon the advice of such counsel, and in no part upon the representations or advice of the Administrative Agent, any Lender or any counsel to the Administrative Agent, or any Lender concerning the legal effects of this Agreement or any provision hereof.

Reaffirmation. The [[Organization A:Organization]] as debtor, grantor, pledgor, assignor, or in any other similar capacity in which the [[Organization A:Organization]] grants liens or security interests in its property hereby # ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Loan Agreement and each of the other Loan Documents to which it is a party (after giving effect hereto) and # ratifies and reaffirms the liens on or security interests in any of its property granted pursuant to the Loan Agreement and any such other Loan Document as security for the Obligations under or with respect to the Loan Agreement or the other Loan Documents, and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. The [[Organization A:Organization]] acknowledges that the Loan Agreement and each of the other Loan Documents remains in full force and effect and are hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the [[Organization B:Organization]] (except as expressly provided for herein), constitute a waiver of any provision of any of the Loan Agreement or any of the other Loan Documents (except as expressly provided for herein) or serve to effect a novation of the Obligations.

Reaffirmation. Each Loan Party hereby reaffirms its obligations under each Loan Document to which it is a party. Each Loan Party hereby further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document, to Collateral Agent, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof.

Reaffirmation. In all other respects the terms and conditions of the Loan Agreement and other Loan Documents remain unchanged and in full force and effect.

REAFFIRMATION. Except as expressly amended hereby, all of the terms and conditions of the Loan Agreement and the other Loan Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. This Amendment shall be deemed incorporated into and made a part of the Loan Agreement, and all references to the Loan Agreement in any Loan Document (including the Loan Agreement) shall mean the Loan Agreement as modified by this Amendment. The Loan Documents and this Amendment shall be construed as integrated and complementary of each other, and as augmenting and not restricting Agent’s and/or Lender’s rights, remedies and security. If, after applying the foregoing, an inconsistency still exists, the provisions of this Amendment shall control. Each Loan Party hereby also confirms and ratifies in all respects the Lender Debt outstanding under the Loan Documents, and acknowledges that the Loan Documents shall continue in full force and effect as therein written except as amended hereby and that no claims, counterclaims, offsets or defenses arising out of or with respect to the Lender Debt under the Loan Documents exist. Each Loan Party hereby confirms that all security interests at any time granted by it to Agent continue in full force and effect and secure and shall continue to secure the Lender Debt, so long as any such liabilities or obligations remain outstanding and that all property subject thereto remain free and clear of any liens or encumbrances other than Permitted Liens. Nothing herein contained is intended to in any manner impair or limit the validity, priority and extent of Agent’s existing security interest in and liens upon the Collateral.

Acknowledgement. The Company acknowledges that the changes to the Executive’s compensation herein, reflect a significant waiver of potential compensation by the Executive being made as an accommodation to the Company. Accordingly, and without any assurances, the Company will consider these accommodations in any future negotiation or grant of equity compensation to the Executive and agrees that discussion on a new contract will occur in 2020.

Acknowledgement. Except as explicitly set forth in this Agreement, Employee acknowledges and agrees that Employee is not entitled to receive any severance compensation or post-termination benefits from the Company Group. Employee hereby acknowledges that without this Agreement, Employee is not otherwise entitled to the consideration listed in this Section 1 or any other severance or separation benefits from the Company Group.

Acknowledgement. Grantee acknowledges that Grantee # has received a copy of the Plan, # has had an opportunity to review the terms of this Agreement and the Plan, # understands the terms and conditions of this Agreement and the Plan and # agrees to such terms and conditions.

Acknowledgement. Employee agrees that he or she has read all the terms of this Agreement and understands those terms. Employee is signing this Agreement of his or her own free will in exchange for the Retention Incentive Bonus to be paid to Employee.