. Each ​ Party hereby appoints the ​ to act as its exclusive agent for all purposes under this Agreement and the other Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of loans as described in Articles II and III hereof). Each ​ Party (in such capacity) acknowledges and agrees that # the ​ may execute such documents on behalf of all the ​ Parties as the ​ deems appropriate in its sole discretion and each ​ Party (in such capacity) shall be bound by and obligated by all of the terms of any such document executed by the ​ on its behalf, # any notice or other communication delivered by the ​ or any ​ hereunder to the ​ shall be deemed to have been delivered to each ​ Party and # the ​ and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the ​ on behalf of the ​ Parties (or any of them). Except as noted herein with respect to requests for advances of Loans or the making of payments, the ​ Parties must act through the ​ for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein (except as noted herein with respect to requests for advances of Loans or the making of payments), to the extent any provision in this Agreement requires any ​ Party to interact in any manner with the ​ or the Lenders (other than through such ​ Party’s execution and delivery of certain documents, agreements or instruments), such ​ Party shall do so through the ​.

Appointment of Exchange Agent. BRPA and the Company shall appoint Continental Stock Transfer & Trust Company (“Continental”), or if Continental shall be unavailable, a mutually agreeable bank or trust company, to act as exchange agent and paying agent (“Exchange Agent”) for the distribution of the aggregate Per Share Merger Consideration and the Earnout Consideration (if earned pursuant to [Section 1.8]) to the Company Stockholders pursuant to this [Section 1.4] and an exchange agent agreement in form and substance mutually agreeable to BRPA and the Company (“Exchange Agent Agreement”).

HWIC shall be authorized to act as the sole agent for the Promisor under this Instrument and the Payee and Target Group shall be authorized to act on all instructions received by HWIC on behalf of the Promisor.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints Wells Fargo as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this [Section 15]. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: # maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, # execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, # make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, # exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, # open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, # perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and # incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Each of the Arranger, the Coordinators and the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

Each ​ hereby designates ​ to act as ​ for such ​ under this Agreement and the Other Documents. Each ​ hereby irrevocably authorizes ​ to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of ​ by the terms hereof and thereof and such other powers as are reasonably incidental thereto and ​ shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in the Fee Letter as being for the sole benefit of ​), charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of Lenders. ​ may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes), ​ shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided, however, that ​ shall not be required to take any action which exposes ​ to liability or which is contrary to this Agreement or the Other Documents or Applicable Law

Appointment as Agent; Power of Attorney. Subject to the terms of this [Section 3.1], Provider appoints Manager, for the Term of this Agreement and to the extent necessary beyond

Parties. This Amendment binds and inures to the Borrowers, the Credit Parties and their respective successors and permitted assigns.

Parties. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company, the Bank and, to the extent provided in [[Sections 6 and 7]7]]7] hereof, the officers and directors of the Company and the Bank and each person who controls the Company and the Bank or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Notes from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

#​ (successor by merger to ​, Inc., formerly known as Wells Fargo Foothill, Inc.) ("WFCF"), individually and as Agent ("Agent")

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Telephone:​

Facsimile:​