Affiliated Broker-Dealers. To the Company's knowledge, none of the Company’s officers or directors is affiliated with any broker-dealer that conducts business in the United States or Canada, except as set forth in the Registration Statement, General Disclosure Package or the Prospectus or otherwise disclosed in writing to the Representative.

Except as set forth on [Schedule 7.7] or in the exhibit list to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017 or any quarterly report on Form 10-Q filed by the Company with the SEC in 2018, and except for employment agreements entered into with employees, managers, officers and directors from time to time in the ordinary course of business, # there are no existing or proposed agreements, arrangements, understandings or transactions between any Loan Party, on the one hand, and such Loan Party’s members, managers, managing members, investors, officers, directors, stockholders, other equity holders, employees, or Affiliates or any members of their respective families, on the other hand, and # to Borrower’s knowledge, none of the foregoing Persons are directly or indirectly, indebted to or have any direct or indirect ownership or voting interest in, any Affiliate of any Loan Party or any Person with which any Loan Party has a business relationship or which competes with any Loan Party (except that any such Persons may own equity interests in (but not exceeding two percent (2%) of the outstanding equity interests of) any publicly traded company that may compete with Loan Parties).

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Lender may, at any time, assign all or a portion of its Term Loan (or any Additional Term Loan Facility) on a non-pro rata basis to an Affiliated Lender through open-market purchases, subject to the following limitations:

Notwithstanding anything contained herein to the contrary, assignments may be made of the Term Loans (including any Incremental Term Loan established hereunder after the Closing Date) to an Affiliated Lender; provided that:

Affiliated Transactions. The Corporation will not enter into transactions by and between the Corporation and any employee, officer or director, or by and between the Corporation and any stockholder of the Corporation, or persons controlled by or affiliated with any such officer, director, employee or stockholder, except on an arm’s-length basis and on terms and conditions no less favorable to the Corporation than could be obtained from nonrelated persons.

. Except as set forth on [Schedule 3.19] of the Disclosure Schedules, no Related Party # is a party to any Contract with the Company; # has any direct or indirect financial interest in, or is an officer, director, manager, employee or consultant of, any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of the Company (it being agreed, however, that the passive ownership of securities listed on any national securities exchange representing no more than five percent of the outstanding voting power of any Person shall not be deemed to be a “financial interest” in any such Person); or # has any interest in any property, asset or right used by the Company or necessary for the Business, in each case, except for employment-related compensation or Liabilities therefor received or payable in the ordinary course of business.

. Neither such Seller nor any Affiliate of such Seller that is a Related Party # is a party to any Contract with the Company; # has any direct or indirect financial interest in, or is an officer, director, manager, employee or consultant of, any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of the Company (it being agreed, however, that the passive ownership of securities listed on any national securities exchange representing no more than five percent of the outstanding voting power of any Person shall not be deemed to be a “financial interest” in any such Person); # has any interest in any property, asset or right used by the Company or necessary for the Business; # has outstanding any Indebtedness owed to the Company; or # has received any funds from the Company since the date of the Latest Balance Sheet, or is the obligee or beneficiary of any Liability of the Company, in each case, except as set forth on [Schedule 3.7(a)] of the Disclosure Schedules or with respect to employment-related compensation or Liabilities therefore received or payable in the ordinary course of business.

Affiliated Entities. The Executive acknowledges and agrees that all of the Executive's covenants and obligations to the Corporation, as well as all of the rights of the Corporation under this Agreement, shall run in favour of and shall be enforceable by the subsidiaries and affiliates of the Corporation. The Executive acknowledges that notwithstanding references in this Agreement to subsidiaries and affiliates, this Agreement is between the Executive and the Corporation. The Executive shall have no right to enforce this Agreement against any party other than the Corporation unless this Agreement is assigned to any entity in accordance with [Section 9.12] hereof.

Affiliated Company. "Affiliated Company" means: with respect to Incentive Options, any "parent corporation" or "subsidiary corporation" of the Company, whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively; and with respect to Nonqualified Options, Restricted Stock, Restricted Stock Units and Stock Appreciation Rights, any entity described in paragraph # of this Section 2.2, plus any other company, corporation, limited liability company ("LLC"), partnership or joint venture, whether now existing or hereafter created or acquired, with respect to which the Company beneficially owns more than fifty percent (50%) of: # the total combined voting power of all outstanding voting securities or # the capital or profits interests of an LLC, partnership or joint venture.

Assignments to Affiliated Lenders. Notwithstanding anything in this Agreement to the contrary, any Term Lender may, at any time, assign all or a portion of its Term Loan (or any Additional Term Loan Facility) on a non-pro rata basis to an Affiliated Lender through open-market purchases, subject to the following limitations: