Effect of Restatement. This Agreement amends, restates and replaces in its entirety the Existing Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the parties to the Existing Agreement are hereby amended, restated, replaced and superseded in their entirety according to the terms and provisions set forth herein. Each Borrower represents and warrants that as of the Third Restatement Date there are no claims or offsets against, or defenses or counterclaims to, its obligations under the Existing Agreement or any of the other agreements, documents or instruments executed in connection therewith. To induce the Administrative Agent, the Issuers and the Lenders to enter into this Agreement, each Borrower waives any and all such claims, offsets, defenses and counterclaims, whether known or unknown, arising prior to the Third Restatement Date and relating to the Existing Agreement.

Restatement. Except as otherwise stated in Section 18.2 and this Section 18.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan Documents are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents. Except as provided below, the amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of any Loan Party evidenced by or arising under the Existing Loan Documents, and the Liens in the Collateral (as such term is defined herein) of Agent securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent for the benefit of the Lender Group. The principal amount of the loans and the amount of the Letters of Credit outstanding as of the date hereof under the Existing Loan Documents shall be allocated to the Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine.

Restatement. For purposes of this Policy, a “Restatement” means an accounting restatement that Republic is required to prepare due to Republic’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For the avoidance of doubt, an accounting restatement that occurs as a result of a change in accounting principles shall not be deemed a Restatement.

Effect of Amendment and Restatement. This Agreement is intended to and does completely amend and restate, without novation, the Original Agreement. All security interests granted by [[Twist Bioscience:Organization]] and [[Genome Compiler:Organization]] under the Original Agreement are hereby confirmed and ratified and shall continue to secure all Obligations under this Agreement.

Amendment and Restatement. (a) Subject to [Section 4.01], this Agreement amends and restates in its entirety the Existing Credit Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the parties to the Existing Credit Agreement are hereby amended, restated, replaced and superseded, in their entirety, on the terms and provisions set forth herein; provided that all indemnification obligations of the Borrowers pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. In furtherance of the foregoing, # each party hereto acknowledges and agrees that, on and as of the Restatement Effective Date, [Schedule 2.01] sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on [Schedule 2.01] shall have, or shall be deemed to have, a Commitment on the Restatement Effective Date, it being understood and agreed that each such Person, if a Lender under the Existing Credit Agreement, shall continue to be entitled to the benefits of [Sections 2.14, 2.16, 2.17 and 10.03]3]3]3] of the Existing Credit Agreement) and # each Global Tranche

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

Amendment and Restatement. On the Closing Date, this Guaranty shall supersede the Amended and Restated Continuing Guaranty, dated as of March 30, 2015 (the “Existing Guaranty”), by the ​ in favor of the Administrative Agent, for the benefit of the Administrative Agent and the ​, in its entirety, except as provided in this Section 19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Guaranty shall be evidenced by this Guaranty and the other Loan Documents.

Purpose of Restatement. Pursuant to direction of the Compensation Committee of Arrow Electronics, Inc. (the “Company”) at a meeting on September 21, 2004, a deferred compensation plan for non-employee directors (“Plan”) was established effective October 1, 2004 as a separate component of the Arrow Electronics, Inc. Executive Deferred Compensation Plan. For the period January 1, 2005 through December 31, 2008, deferrals were authorized, made and administered in accordance with revised Plan terms intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) and regulations and guidance thereunder (“Regulations”). Effective January 1, 2009 with respect to all deferrals since its original October 1, 2004 effective date and not previously distributed, the Plan was amended and restated in order to reflect the requirements of the final regulations under Section 409A. Effective January 1, 2018, the Plan hereby is amended and restated to provide clarification with respect to deferrals under the Non-Employee Directors Deferred Stock Unit Plan.

a Solvency Certificate from the Borrower certifying that, after giving effect to the transactions to occur on the Restatement Effective Date (including, without limitation, all Credit Extensions to occur on the Restatement Effective Date), the Borrower and its Subsidiaries, taken as a whole, are Solvent;

The Administrative Agent shall have received a certificate, dated the Restatement Effective Date, of a responsible officer of the Company confirming as of the Restatement Effective Date # the accuracy of all representations and warranties of the Loan Parties in the Loan Documents and # that there exists no Default, in each such case after giving effect to the Transactions that are to occur on the Restatement Effective Date.

Series C Preferred Stock Protective Provisions. The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the Holders of more than fifty percent (50%) of the then outstanding shares of Series C Preferred Stock, voting or consenting (as the case may be) separately as a class, shall be required in order to effect any amendment, restatement, amendment and restatement, supplement or other change or modification to the Corporation’s Articles of Incorporation (the “Articles”), Bylaws or this Certificate, to the extent that such amendment, restatement, amendment and restatement, supplement or other modification or change, as applicable, would adversely affect any of the preferences, privileges, relative rights or other rights of the Series C Preferred Stock, and any such amendment, restatement, amendment and restatement, supplement or other change or modification purported to be effected without such vote or consent shall be null and void ab initio, and of no force or effect.

“Aggregate Revolving Loan Commitment” means the aggregate of the Revolving Loan Commitments then in effect of all the Revolving Loan Lenders, as the same may be reduced or increased from time to time pursuant to the terms hereof. As of the Restatement Effective Date, after giving effect to the transactions contemplated by the Fourth Amendment and Restatement Agreement, the Aggregate Revolving Loan Commitment is $625,000,000.

. On the Fifth Restatement Effective Date, after giving effect to the Transactions, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

Availability, after giving effect to the extensions of credit on the Sixth Restatement Effective Date under this Agreement and the payment of all fees and expenses required to be paid by Borrowers on the Sixth Restatement Effective Date under this Agreement or the other Loan Documents, shall equal or exceed $250,000,000;

this amendment and restatement shall be limited as written and not be a consent to any other amendment, restatement, supplement, waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby.

The Plan has been in effect since June 1, 2007. Pursuant to its authority under [Section 7.4(a)] hereof, the Administrative Committee has determined that it is desirable to adopt a new restatement of the Plan in order to improve the administration of the Plan and make certain clarifications. This restatement is effective August 16, 2017.

“Term B-1 Loan” shall have the meaning assigned to such term in the Original Credit Agreement as in effect immediately prior to the First Restatement Effective Date.

Subject to Section 2 below, all “Revolving Loan Commitments” as defined in, and in effect under, the Existing Credit Agreement on the Restatement Effective Date shall continue in effect under the Restated Credit Agreement, and all “Revolving Loans” or other “Obligations” as defined in, and outstanding under, the Existing Credit Agreement on the Restatement Effective Date shall continue to be outstanding under the Restated Credit Agreement, and on and after the Restatement Effective Date the terms of the Restated Credit Agreement will govern the rights and obligations of the Borrowers, the Lenders and the Administrative Agent with respect thereto. For the avoidance of doubt, any additional obligations constituting “Secured Obligations” owing to any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Secured Obligations for purposes of the Restated Credit Agreement and the other Loan Documents.