Amendment and Restatement. Effective as of January 1, 2020, this Agreement supersedes and amends and restates the Amended and Restated Tax Agreement dated as of December 1, 2012, previously entered into among VHI, Contran and KWI.

The parties to the Existing Credit Agreement, to the extent party hereto, each hereby agrees that, at such time as this Agreement shall have become effective pursuant to the terms of Section 5.01, # the Existing Credit Agreement automatically shall be deemed amended and restated in its entirety by this Agreement, and # the Commitments and Loans under the Existing Credit Agreement and as defined therein automatically shall be replaced with the Commitments and Loans hereunder. This Agreement is not a novation of the Existing Credit Agreement. On the Closing Date, # the Loan Parties shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the revised Commitments as of the Closing Date, and # the credit extensions and commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Commitments of the Lenders shall be as set forth on [Schedule 2.01]. The Lenders hereby waive any requirement of the Borrower to provide compensation pursuant to Section 3.05 of the Existing Credit Agreement and this Agreement solely in connection with any such obligation to provide compensation that would result from borrowings, continuations, prepayments, and other payments occurring in connection with the Borrowing of any Revolving Loans or the Tranche A-1 Term Loan on the Closing Date or compliance with the conditions of [Section 5.01(g)].

Amendment and Restatement. Effective as of January 1, 2020, this Agreement supersedes and amends and restates the Tax Agreement dated as of June 3, 2015, previously entered into between [[Contran:Organization]] and VHI.

Amendment and Restatement. As of the Effective Date, this amendment and restatement of the Plan supersedes and replaces in all respects the Amended and Restated Reata Pharmaceuticals, Inc. Long Term Incentive Plan, as in effect immediately prior to the Effective Date.

Amendment and Restatement. This Agreement amends and restates the Existing Agreement in its entirety, the terms and provisions of the Existing Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement , and all obligations currently outstanding under the Existing Agreement shall continue as obligations under this Agreement.

Amendment and Restatement. This Agreement amends and restates in its entirety the Original Loan and Security Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Secured Obligations” (as defined in the Original Loan and Security Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Loan and Security Agreement which is secured by the Collateral pursuant to the terms of the applicable Loan Documents, except as modified hereby. Each Borrower acknowledges and confirms that the liens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, liabilities and obligations of Borrower to the Lenders under the Original Loan and Security Agreement, as amended and restated by this Agreement, the Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties thereto, and that the term “Secured Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Loan and Security Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time).

The parties hereto agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: # the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Credit Agreement; # all Obligations (as defined in the Existing Credit Agreement) owing to any Lender that was a lender under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Credit Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder; # the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Guaranteed Obligations and are hereby reaffirmed; # all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof); and # all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.6 of the Existing Credit Agreement. All revolving loans outstanding to lenders under the Existing Credit Agreement immediately prior to the Effective Date that are Lenders hereunder shall, as of the Effective Date, be deemed to be a borrowing of Revolving Loans in an equivalent amount and with the same Interest Period (to the extent applicable for Eurodollar Loans) hereunder as of the Effective Date and in connection therewith, the Administrative Agent, the Borrowers and the Lenders hereby acknowledge and agree that the revolving commitments in effect under the Existing Credit Agreement immediately prior to the Effective Date (except, for the avoidance of doubt, the revolving commitments of lenders under the Existing Credit Agreement who are not Lenders hereunder) have been reallocated to the Revolving Commitments set forth on [Schedule 2.1] and the revolving loans outstanding to lenders under the Existing Credit Agreement immediately prior to the Effective Date that are Lenders hereunder have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Effective Date and do not require any Assignment and Assumption or any other action of any Person.

Amendment and Restatement. The Principal Sponsor heretofore established and reserved to itself the right to amend the Supplemental Plan from time to time. Effective as of January 1, 2005, the Principal Sponsor amended and restated the Supplemental Plan in a document entitled “Otter Tail Corporation Executive Survivor and Supplemental Retirement Plan (2005 Restatement)” and such Plan document applied to all persons who were active Participants as of January 1, 2005 and all persons who became Participants after that date. The Supplemental Plan is being amended and restated again to reflect that only those Participants listed in Appendix B (Grandfathered Participants) shall be eligible to accrue benefits under the Supplemental Plan after December 31, 2019.

Amendment and Restatement. Notwithstanding this amendment and restatement of the Existing Guaranty Agreement, # all of the indebtedness, liabilities and obligations owing by the Guarantors or any other Person under the Existing Guaranty Agreement shall continue as obligations hereunder, and shall be and remain secured by this Guaranty Agreement, and # the guaranty hereunder is given as a substitution of, and not as a payment of the indebtedness, liabilities and obligations of the Guarantors under, the Existing Guaranty Agreement and neither the execution and delivery of this Guaranty Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Guaranty Agreement or the guaranty created thereunder.

Amendment and Restatement. This Agreement amends and restates, and is issued in substitution for, that certain Interim Facility Agreement dated 12 November 2019 by and among Borrower, Lender and Curetis (as so amended, the “Existing Agreement”). However, without duplication, this Agreement shall in no way extinguish the Borrower’s unconditional obligation to repay all indebtedness evidenced by the Existing Agreement, is given in substitution for, and not repayment of, the Existing Agreement and is in no way intended to constitute a novation of the Existing Agreement.