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.

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Existing Loan Documents are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents.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.

Amendment and Restatement. This Supplemental Note Purchase Agreement amends and restates in its entirety all of the terms, conditions and provisions of the Amended Supplement.

Purpose of Restatement. Pursuant to direction of the Compensation Committee of Arrow Electronics, Inc. (the “Company”) at a meeting on ​, a deferred compensation plan for non-employee directors (“Plan”) was established effective ​ as a separate component of the Arrow Electronics, Inc. Executive Deferred Compensation Plan. For the period ​ through ​, 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 ​ with respect to all deferrals since its original ​ 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 ​, the Plan hereby is amended and restated to provide clarification with respect to deferrals under the Non-Employee Directors Deferred Stock Unit Plan.

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 In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders

all unsold vested Shares and all unvested Shares made under any Award (whether or not such Participant may then be an employee, consultant or director of the Company or any of its affiliates, and whether or not such Participant’s or any other person’s misconduct may have caused such restatement). The Committee retains discretion regarding the application of these provisions.

Craft Canning agrees to deliver to Aegis or its counsel promptly, and in any event no later than three (3) business days following the execution of this First Amendment Agreement, the original executed signature page of ​ to the A&R Note Guaranty, in accordance with instructions provided to Craft Canning by Aegis or its counsel.

Amendment and Restatement of Security Agreement. Subject to the satisfaction or waiver in writing by ​[Parties:Organization]ach condition precedent set forth in [Section 6] of this Third Amendment Agreement, concurrently with the execution of this Agreement and effective as of the Effective Date, ​, ​ and ​ shall execute the Amended and Restated Security Agreement in the form attached hereto as [Exhibit C] (the “A&R Security Agreement”), which A&R Security Agreement shall amend and restate the Security Agreement, on the terms and conditions set forth in the A&R Security Agreement.

Restatement of Change in Control Agreement. This Agreement amends and restates, in its entirety, the Change in Control Agreement, dated ​, between the Company and the Employee and neither the Company nor the Employee shall have any rights or obligations under such Change in Control Agreement from and after the date hereof.