Foreign Purchasers. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to purchase the Notes and Warrants or any use of this Agreement, including # the legal requirements within its jurisdiction for the purchase of the Notes and Warrants, # any foreign exchange restrictions applicable to such purchase, # any government or other consents that may need to be obtained, and # the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Notes and Warrants or any equity securities which the Notes and Warrants may be converted into or exercised for pursuant to the terms hereof. The Company’s offer and sale and Purchaser’s acquisition of and payment for and continued beneficial ownership of the Notes and Warrants or any equity securities which the Notes may be converted into or Warrants exercised for pursuant to the terms hereof will not violate any applicable securities or other laws of such Purchaser’s jurisdiction.

Foreign Borrower/Foreign Guarantors. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the obligations of the Foreign Borrower and the Foreign Guarantors with respect to the indemnification and expense reimbursement obligations set forth in this [Section 11.04] and [Section 11.02(e)] shall, to the extent reasonably ascertainable, be limited to losses, claims, damages, liabilities, costs and expenses arising out of or relating to the obligations of Foreign Borrower and the Foreign Guarantors under this Agreement and the other Loan Documents (including the enforcement thereof) and the Foreign Borrower’s use or proposed use of the proceeds of any Loan made to the Foreign Borrower or Letter of Credit issued for the account of the Foreign Borrower or Foreign Guarantor.

The Purchasers. On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:

Additional Purchasers. At any time after the Effective Date, one or more additional Purchasers (“Additional Purchasers”) may become a party hereto by # executing and delivering to the Company and each other Purchaser # a Joinder Agreement in substantially the form attached hereto as [Exhibit K], and # a signature page to the Registration Rights Agreement and Term Loan Agreement, and # delivering such Additional Purchaser’s Initial Purchase Price to the Escrow Agent. Immediately upon # execution and delivery of such Joinder Agreement and # payment of such Additional Purchaser’s Initial Purchase Price (and without any further action), each such Additional Purchaser will become a party to this Agreement and have all of the rights and obligations of a Purchaser hereunder, and this Agreement and the schedules hereto shall be deemed amended by such Joinder Agreement. Notwithstanding the foregoing, no Additional Purchasers will be permitted to be a party to this Agreement to the extent such Additional Purchaser’s proposed Purchase Price would cause Total Purchase Price (including the Purchase Price of all Additional Purchasers) to exceed $15,000,000 without the express written consent of the Company.

The Purchaser, on its own behalf and, if the Purchaser is acting as a trustee, agent, representative, nominee, custodian or in a similar agency capacity for another person or entity, on behalf of any beneficial owner, the term “Purchaser” is understood to refer as well to such underlying beneficial;

Defaulting Purchasers. Anything contained herein to the contrary notwithstanding, in the event that any Purchaser, other than at the direction or request of any regulatory agency or authority, defaults in its obligation to purchase (a “Defaulting Purchaser”) any Note (in each case, a “Defaulted Purchase Obligation”), then # except to the extent such Purchaser’s vote is required under [Section 10.5(b)], during any Default Period with respect to such Defaulting Purchaser, such Defaulting Purchaser shall be deemed not to be a “Purchaser” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Note Documents; # to the extent permitted by applicable law, until such time as the Default Excess, if any, with respect to such Defaulting Purchaser shall have been reduced to zero, # any voluntary prepayment of the Notes shall, if Requisite Purchasers so direct at the time of making such voluntary prepayment, be applied to the Notes of other Purchasers as if such Defaulting Purchaser had no Notes outstanding and the outstanding Notes of such Defaulting Purchaser were zero, and # any mandatory prepayment of the Notes shall, if Requisite Purchasers so direct at the time of making such mandatory prepayment, be applied to the Notes of other Purchasers (but not to the Notes of such Defaulting Purchaser) as if such Defaulting Purchaser had honored all of its Defaulted Purchase Obligations, it being understood and agreed that any portion of any mandatory prepayment of the Notes that is not paid to such Defaulting Purchaser solely as a result of the operation of the provisions of this clause # shall be paid to the non-Defaulting Purchasers on a ratable basis; # such Defaulting Purchaser’s Commitments shall be excluded for purposes of calculating the commitment fee payable to Purchasers in respect of any day during any Default Period with respect to such Defaulting Purchaser, and such Defaulting Purchaser shall not be entitled to receive any commitment fee pursuant to Section 2.10 with respect to such Defaulting Purchaser’s Commitment in respect of any Default Period with respect to such Defaulting Purchaser. No Commitment of any Purchaser shall be increased or otherwise affected, and, except as otherwise expressly provided in this [Section 2.21], performance by Company of its obligations hereunder and the other Note Documents shall not be excused or otherwise modified as a result of any Purchaser becoming a Defaulting Purchaser or the operation of this [Section 2.21].

Foreign Subsidiaries. Notwithstanding anything in [clause ([[SunTrustTruist Bank:Organization]]) above] or elsewhere in this Agreement to the contrary, no Credit Party shall be required to # pledge (or cause to be pledged[[SunTrustTruist Bank:Organization]] more than 65% of the Capital Stock designated as having Voting Power and 100% of the Capital Stock designated as having non-Voting Power in any Excluded Foreign Subsidiary, # pledge (or cause to be pledged[[SunTrustTruist Bank:Organization]] any Capital Stock in any Subsidiary that is not a first-tier Subsidiary of such Credit Party, or # cause a Subsidiary that is an Excluded Foreign Subsidiary to join in the Guaranty or to become a party to any Security Document. Notwithstanding anything herein to the contrary, the parties hereby agree that # no Credit Party shall be required to enter into or obtain any landlord, bailee or warehouseman waivers, consents or other letters, and # no security documents governed by the laws of any jurisdiction other than the United States shall be required.

FOREIGN FIRM OR INSTITUTION: A firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign government; and firms, institutions, or business organizations which are owned or substantially controlled by foreign governments, firms, institutions, or individuals.

Foreign Participants. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees, or in order to comply with the requirements of any foreign stock exchange, the Plan Administrator, in its discretion, shall have the power and authority to: # determine which Subsidiaries shall be covered by the Plan; # determine which Eligible Employees outside the United States are eligible to be Participants in the Plan; # establish subplans and modify terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); and # take any action that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign stock exchange. Notwithstanding the foregoing, the Plan Administrator may not take any actions hereunder that would violate the Code or any other applicable law.

Foreign Person. Seller or its regarded owner (if Seller is a disregarded entity for federal income Tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder.