Amendment to Definition of Applicable Margin. The definition of Applicable Margin set forth in [Section 1.1] of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Applicable Rate” means the Applicable Rate, Applicable Margin, Margin or any similar or analogous definition in the Agreement. If there is no such definition in the Agreement because the margin is a specified amount, the “Applicable Rate” shall be the amount specified as the margin in the Agreement.

“SOFR Margin” is defined in the definition of Applicable Margin.

“Base Rate Margin” has the meaning set forth in the definition of Applicable Margin.

“LIBOR Rate Margin” has the meaning set forth in the definition of Applicable Margin.

“L/C Fee Rate” is defined in the definition of Applicable Margin.

“Calculation Date” has the meaning assigned thereto in the definition of Applicable Margin.

Definition. A “Reorganization Event” shall mean: # any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, # any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or # any liquidation or dissolution of the Company.

Definition. For purposes of this Agreement, “Change of Control” means the removal of Executive as Chief Executive Officer or Board Chair as the result of the occurrence of any of the following events: # the sale, lease, conveyance or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert; # any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than any then currently existing shareholder as of the Change of Control date, becoming the “beneficial owner” (as defined in Rule 13d-3 under said act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities but in no event shall the completion of an offering # of the Company’s Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission in the Company’s initial public offering or # a private offering of shares of the capital stock of the Company constitute a Change of Control; or # a merger or consolidation of the Company with any other corporation or entity not affiliated with any currently existing shareholder, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation. ; and # the engagement of a new Chief Executive Officer of the Company.

Definition. The award of an Incentive Stock Option under the Plan entitles the Participant to purchase shares of Stock at a price fixed at the time the option is awarded, subject to the following terms of this [Article II].