The Company has requested, and the Purchasers have agreed, to amend the Note Purchase Agreement on the terms set forth in that certain First Amendment to Note Purchase Agreement, dated as of June 1, 2023, by and among the Company, the Guarantors party thereto, the Collateral Agent and the Purchasers party thereto (the “First Amendment” and the Original Note Purchase Agreement, as amended by the First Amendment is referred to herein as the “Note Purchase Agreement”).

Section # Coordination with Equity Purchase Agreement and Agreement. The Equity Purchase Agreement includes covenants, rights and obligations that survive the closing of the Transaction. In the event of any conflict or inconsistency between the provisions of this Amendment and the Equity Purchase Agreement, on one hand, and the provisions of the Agreement, on the other hand, this Amendment and the Equity Purchase Agreement shall govern and control.

Section # Effects of Amendment on Note Documents. Each party hereto acknowledges and agrees that, on and after the First Amendment Effective Date, # this Amendment shall constitute a Note Document for all purposes under the Note Purchase Agreement and # each reference in any Note Document, and in any other document or instrument incidental thereto, to the “Note Purchase Agreement” shall mean and be a reference to the Note Purchase Agreement, as amended by this Amendment.

Effect of Amendment. Except as otherwise expressly provided for herein, the Purchase Agreement shall remain unchanged and shall continue in full force and effect. From and after the date hereof, any references to the Purchase Agreement shall be deemed to be references to the Purchase Agreement as amended by this Amendment.

First Amendment to Note Purchase Agreement

Amendment and Restatement of Definition of “Base Price” in the Purchase Agreement. Effective as of the Amendment Date, [Section 1(u)] of the Purchase Agreement is hereby amended and restated in its entirety as follows:

Section # AMENDMENT TO THE NOTE PURCHASE AGREEMENT

SECTION #Amendments to the Receivables Purchase Agreement. Effective as of the Amendment Date, the Receivables Purchase Agreement is hereby amended as follows:

#Exhibit C to the Purchase Agreement. Exhibit C to the Purchase Agreement is hereby amended and restated in the form attached to this Amendment as Exhibit C.

Interpretation of Certain Terms; No Further Amendment or Waiver. The words “this Agreement,” “herein,” “hereof” and other like words in the Purchase Agreement from and after the effective time of this Amendment shall mean and include the Purchase Agreement as amended and waived hereby. Except as expressly set forth herein, this Amendment shall not by implication or otherwise # limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any party under the Purchase Agreement or # alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Purchase Agreement, all of which shall continue in full force and effect.