SECTION # Ratification of Agreement. Except as specifically amended, modified or supplemented by this Amendment, the Purchase Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Purchase Agreement, but shall constitute an amendment thereof. Each of the parties to the Purchase Agreement agrees to be bound by the terms of the obligations of the Purchase Agreement, as amended by this Amendment, as though the terms and obligations of such agreement were set forth herein.

THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT AND

The definition of Base Purchase Price is hereby deleted in its entirety and replaced with the following:

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 of Receivables Transfer Agreement. The Parties to the Receivables Transfer Agreement hereby agree that with effect from the Effective Date, the Receivables Transfer Agreement is amended as follows:

Amendment to the Employment Agreement. Effective as of January 1, 2017, the Employment Agreement shall be amended as follows: