Exhibit 10.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT is made and entered into as of this 1 ^st day of April, 2014, by and among (i) POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“ PSI ”), (ii) CARL L. TRENT and KENNETH C. TRENT, in their individual capacities (each, a “ Shareholder ” and collectively, the “ Shareholders ”), (iii) CARL L. TRENT, in his capacity as the Seller Representative, and (iv) CKT HOLDINGS, INC., a Wisconsin corporation (the “ Seller ”). All capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in Article X below.

R E C I T A L S:

WHEREAS, Professional Power Products, Inc., an Illinois corporation (“ PPPI ”), is engaged in the business of designing, manufacturing, marketing, distributing and/or otherwise supplying or providing generator sets, sub base fuel tanks, generator set enclosures, load banks, generator switchgear and generator set testing (the “ Business ”);

WHEREAS, prior to the date hereof, the Shareholders formed Seller by filing Articles of Incorporation with the Wisconsin Department of Financial Institutions, transferred all of the outstanding PPPI Stock to Seller, caused Seller to elect to be an S Corporation within the meaning of Code § 1361(a), and caused PPPI to elect to be a qualified subchapter S subsidiary within the meaning of Code § 1361(b) in a transaction intended to qualify as a reorganization within the meaning of Code § 368(a)(1)(F) (the “ Reorganization ”);

WHEREAS, following the Reorganization, the Shareholders own all of the issued and outstanding stock of the Seller, and the Seller owns all of the issued and outstanding PPPI Stock; and

WHEREAS, the Shareholders desire to cause the Seller to sell to PSI, and PSI desires to purchase from the Seller, all of the issued and outstanding PPPI Stock upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, PSI, the Seller and the Shareholders hereby agree as follows:

ARTICLE I

Stock To Be Purchased

Subject to the terms and conditions set forth in this Agreement, at the Closing, the Shareholders shall cause the Seller to sell and transfer to PSI, and PSI shall purchase from the Seller, all of the Seller’s right, title and interest in and to the PPPI Stock, which PPPI Stock represents all of the issued and outstanding shares of capital stock of PPPI.

ARTICLE II

Closing; Purchase Price

2.1. Closing . The closing of the purchase and sale of the PPPI Stock and the other transactions as contemplated herein (the “ Closing ”) shall be held at the offices of Godfrey & Kahn, S.C., located at 780 N. Water Street, Milwaukee, Wisconsin 53202, at 9:00 a.m., local time, on the date of this Agreement (the “ Closing Date ”).

2.2. Closing Deliveries .

(a) At the Closing, the Shareholders shall deliver or cause to be delivered to PSI:

(i) an executed counterpart of each Employment Agreement, duly executed by the Executive that is a party thereto;

(ii) an executed counterpart of the Facility Lease, duly executed by an authorized representative of the Landlord;

(iii) constructive possession of the Records of PPPI;

(iv) a good standing certificate for PPPI issued by the Secretary of State of the State of Illinois, no earlier than ten (10) calendar days prior to the Closing Date;

(v) an affidavit from the Seller substantially in the form set forth in Section 1.1445-2(b)(2)(iv) of the Treasury regulations, certifying under penalties of perjury that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code;

(vi) a certificate representing all of the issued and outstanding shares of PPPI Stock, duly endorsed in blank or accompanied by a stock power duly endorsed in blank;

(vii) a certificate from a duly authorized officer of the Seller, in form reasonably satisfactory to PSI, setting forth the resolutions of the Board of Directors of the Seller authorizing the execution of this Agreement and all Ancillary Agreements to which the Seller is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; and

(viii) such other usual and customary documents and instruments as PSI may reasonably request.

(b) At the Closing, PSI shall deliver to the Seller:

(i) the Cash Payment in the manner and to the Persons specified in Section 2.5 below;

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(ii) a certificate from the Secretary or an Assistant Secretary of PSI, in form reasonably satisfactory to the Shareholders, setting forth the resolutions of the Board of Directors of PSI authorizing the execution of this Agreement and all Ancillary Agreements to which PSI is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein;

(iii) a good standing certificate for PSI issued by the Secretary of State of the State of Delaware no earlier than ten (10) calendar days prior to the Closing Date; and

(iv) such other usual and customary documents and instruments as the Shareholders may reasonably request.

2.3. Purchase Price . The aggregate purchase price for the PPPI Stock (the “ Purchase Price ”) shall be an amount equal to (i) Forty-Six Million Dollars ($46,000,000) (the “ Initial Cash Amount ”), less (ii) the aggregate amount of Excluded Liabilities outstanding immediately prior to the Closing, plus (iii) Closing Date Cash, plus (or minus ) (iv) the amount of the Purchase Price Adjustment as calculated pursuant to Section 2.4 , below (the aggregate amount calculated in accordance with clauses (i) and (iii) of this sentence is referred to herein as the “ Pre-Adjusted Purchase Price ”) and plus (v) the PSI Shares. The Purchase Price shall be paid by PSI to the Seller as provided in Sections 2.5 , 2.6 and 6.6 below.

2.4. Adjustments to Pre-Adjusted Purchase Price . The Pre-Adjusted Purchase Price shall be subject to adjustment as follows (the “ Purchase Price Adjustment ”):

(a) The Pre-Adjusted Purchase Price shall be increased on a dollar-for-dollar basis to the extent that the Working Capital Amount is greater than the Threshold Working Capital Amount; and

(b) The Pre-Adjusted Purchase Price shall be decreased on a dollar-for-dollar basis to the extent that the Working Capital Amount is less than the Threshold Working Capital Amount.

For purposes hereof, the “ Working Capital Amount ” shall equal the difference between (i) the amount of the Current Assets of PPPI as of the Closing Date (excluding any Working Capital Exclusions) and (ii) the amount of the Current Liabilities of PPPI as of the Closing Date (excluding any Working Capital Exclusions), which Current Assets and Current Liabilities shall be determined in accordance with GAAP, applied in a manner consistent with and using the principles, practices, methodologies, procedures and policies, with consistent classifications, judgments and estimation methodologies, including those regarding inventory and work in process valuation and the establishment of general and specific reserves, as used by PPPI in the preparation of the Latest Balance Sheet, including those principles, practices, methodologies, procedures and policies set forth on Exhibit 2.4 , which have been used and applied in preparation of the sample calculation attached as a schedule to Exhibit 2.4 (the “ Accounting Principles ”). For the avoidance of doubt, the Working Capital Amount shall not include any portion of the Excluded Assets or any portion of the Excluded Liabilities.

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2.5. Payment of the Purchase Price .

(a) Attached hereto as Exhibit 2.5 (the “ Estimated Pricing Statement ”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “ Estimated Purchase Price ”).

(b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “ Cash Payment ”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative.

(c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “ Seller Representative Fund ”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3 , below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative.

(d) Pursuant to and in accordance with Section 2.7 , below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities.

(e) At the Closing, PSI shall deposit into an escrow account with Godfrey & Kahn S.C. (the “ Escrow Agent ”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “ Estimated SBA Payoff Amount ”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that

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certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “ SBA Loan ”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “ SBA Payoff Letter ”) from the Wisconsin Business Development Finance Corporation (the “ WBDFC ”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “ Escrow Agreement ”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “ SBA Payoff Amount ”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount.

Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6 , below.

2.6. Calculation of Estimated Purchase Price and Final Purchase Price .

(a) Within sixty (60) calendar days following the Closing, PSI shall cause to be prepared and delivered to the Seller Representative a final determination of the Purchase Price including a final determination of the Closing Date Cash, the Working Capital Amount as of the Closing Date (the “ Final Working Capital Statement ”) and a final calculation of the amount of the Excluded Liabilities as of the Closing Date (the “ Final Excluded Liabilities Statement ” and, collectively with the Final Working Capital Statement, the “ Statements ”), and further including such schedules and data as may be appropriate to support such determinations and calculations. The Seller Representative shall be entitled to review any working papers, trial balances and similar materials relating to the Statements prepared by or on behalf of PSI. Within thirty (30) calendar days after receipt of the Statements from PSI, the Seller Representative must notify PSI of any objections to PSI’s calculation of the Closing Date Cash, the Working Capital Amount or the amount of the Excluded Liabilities as reflected in the Statements or the calculation of the final Purchase Price and the basis for such disagreements. In the event that the Seller Representative does not notify PSI, within thirty (30) calendar days after receipt of the Statements, that the Seller Representative has any objections to such

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Statements or PSI’s calculation of the final Purchase Price, then the Closing Date Cash, the Working Capital Amount and the amount of the Excluded Liabilities as set forth in the Statements and PSI’s calculation of the final Purchase Price shall be final hereunder. In the event that the Seller Representative does notify PSI, within thirty (30) calendar days after receipt of the Statements, that the Seller Representative has any such objection, then PSI and the Seller Representative shall use their good faith efforts to attempt to resolve such disputed items. In the event PSI and the Seller Representative are unable to resolve the disputed items within thirty (30) calendar days after receipt by PSI of the Seller Representative’s notice of dispute, then PSI and the Seller Representative shall jointly engage the Milwaukee, Wisconsin office of Grant Thornton LLP to resolve finally such disputed items. If the Milwaukee, Wisconsin office of Grant Thornton LLP is unwilling or unable to serve in such capacity (either due to a conflict of interest or otherwise), then PSI and the Seller Representative shall negotiate in good faith for a period of fifteen (15) calendar days to select another nationally recognized independent accounting firm reasonably acceptable to both PSI and the Seller Representative) (an “ Independent Accounting Firm ” which, for the avoidance of doubt, shall include the Milwaukee, Wisconsin office of Grant Thornton LLP) to resolve finally such disputed items. If PSI and the Seller Representative are unable to jointly select an Independent Accounting Firm, then each of PSI and the Seller Representative shall select an Independent Accounting Firm, and such two Independent Accounting Firms shall select a third Independent Accounting Firm, and such third Independent Accounting Firm shall resolve finally such disputed items. The scope of the Independent Accounting Firm’s engagement shall be limited to the resolution of the disputed items described in the Seller Representative’s notice of dispute, in each case in accordance with the Accounting Principles, and the recalculation, if any, of the Closing Date Cash, the Working Capital Amount and the amount of the Excluded Liabilities in light of such resolution; provided , that the Independent Accounting Firm shall not assign a dollar amount to any item in dispute greater than the greatest dollar amount for such item assigned by PSI, on the one hand, or the Seller Representative, on the other hand (as applicable), or lower than the lowest dollar amount for such item assigned by PSI, on the one hand, or the Seller Representative, on the other hand (as applicable). The determination of the Independent Accounting Firm shall be made as promptly as possible and shall be final and binding upon the parties. Each party hereto shall be permitted to submit such data and information relating to the unresolved disputed items described in the Seller Representative’s notice of dispute to the Independent Accounting Firm as such party deems appropriate. The expenses and fees of the Independent Accounting Firm shall be paid by PSI, on the one hand, and the Seller Representative on behalf of the Shareholders, on the other hand, based upon the percentage that the amount not actually awarded to such party bears to the amount actually contested by such party. The Closing Date Cash, the Working Capital Amount and the amount of the Excluded Liabilities as finally agreed by the parties or as determined by the Independent Accounting Firm as described herein shall be the Closing Date Cash, the Working Capital Amount and the amount of the Excluded Liabilities for all purposes hereof and shall be used to determine the final Purchase Price in accordance with Section 2.3 , above.

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(b) Once the final Purchase Price is determined in accordance with this Section 2.6 , the following shall occur:

(i) If the final Purchase Price exceeds the Estimated Purchase Price, then, within five (5) Business Days following the final determination of the Purchase Price under this Section 2.6 , PSI shall pay the excess amount to the Seller (or the Shareholders, if designated by the Seller).

(ii) If the Estimated Purchase Price exceeds the final Purchase Price, then, within five (5) Business Days following the final determination of the Purchase Price under this Section 2.6 , the Seller and/or Shareholders shall pay the excess amount to PSI by wire transfer of immediately available funds to an account designated in writing by PSI prior to such transfer.

If any party fails to pay any amount when due under this Section 2.6 , then interest shall accrue on such unpaid amount from the date that such amount is due until the date that such amount is actually paid at a rate per annum equal to seven percent (7%).

2.7. Paid Liabilities; Transaction Bonuses .

(a) Paid Liabilities. As set forth in Section 2.5(d) , all Excluded Liabilities described on Exhibit 2.7(a) (to the extent not paid by PPPI prior to the Closing) will be fully paid at Closing (the “ Paid Liabilities ”) with a portion of the Initial Cash Amount. In order to facilitate such payments, the Seller Representative will furnish to PSI, at least three (3) Business Days prior to the Closing Date, (i) a statement setting forth the Transaction Expenses, (ii) a payoff letter from each holder of Paid Liabilities noted with an asterisk on Exhibit 2.7(a) , in form and substance reasonably acceptable to PSI, indicating the amount required to discharge such Paid Liabilities in full and including an undertaking by such holder to discharge, upon receipt of payment specified in the payoff letter, any Liens securing such portion of the Paid Liabilities. The payments referenced in such statements and payoff letters will be made on the Closing Date in order to discharge the Paid Liabilities covered thereby. Notwithstanding the foregoing, the $217,500 that remains to be paid by PPPI after Closing pursuant to that certain Installment Purchase Agreement, dated December 20, 2013, by and between International Technologies, Inc. and PPPI, shall not be regarded as Indebtedness nor as a Current Liability for purposes of this Agreement, and shall be paid by PPPI in the ordinary course.

(b) Transaction Bonuses . Immediately prior to the Closing, PPPI paid transaction bonuses to the persons and in the amounts as set forth on Exhibit 2.7(b) (the “ Transaction Bonuses ”), which Transaction Bonuses were subject to deduction and withholding for any federal, state or local withholding or other Taxes that PPPI was required to deduct under applicable Legal Requirements. The Transaction Bonuses were run through PPPI’s payroll system prior to the Closing, and were paid in connection with, and immediately prior to, Closing via check. PSI shall cooperate and shall not interfere with PPPI’s timely and proper depositing of any withholding or payroll Taxes described above with the appropriate Governmental Entity in accordance with the regular payroll practices of PPPI. Cash on hand related to the checks issued to pay the Transaction Bonuses (including the employer’s share of any payroll Taxes associated with the Transaction Bonuses, as set forth on Exhibit 2.7(b) ) shall not be included as Closing Date

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Cash. For all purposes under this Agreement, any Tax deduction available to the Seller Companies in connection with the Transaction Bonuses shall be deducted on Seller’s federal and state income tax returns which include the Closing Date. Notwithstanding anything contained in this Agreement to the contrary, the Transaction Bonuses shall not be considered “Transaction Expenses” or “Excluded Liabilities” for purposes of reducing Purchase Price or Estimated Purchase Price.

ARTICLE III

Warranties and Representations of the Shareholders

Each of the Shareholders, severally and not jointly, hereby warrants and represents to PSI, which warranties and representations shall survive the Closing for the periods, and subject to the limitations, set forth in Article VII , below, that except as set forth in the Disclosure Schedule, the following statements are true and correct as of the date hereof:

3.1. Authority . Each of the Seller, PPPI and each Shareholder has full power and authority to enter into this Agreement and each Ancillary Agreement to which it or he, as applicable, is a party and to perform its or his, as applicable, obligations hereunder or thereunder and to consummate the transactions contemplated herein and therein. The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder has been, and the execution and delivery of each Ancillary Agreement to which the Seller or PPPI is a party and the performance by the Seller and PPPI of their respective obligations thereunder have been duly and validly authorized by all necessary organizational action on the part of the Seller and PPPI, as applicable, and the execution, delivery and performance by the Seller and PPPI of this Agreement and each Ancillary Agreement to which the Seller or PPPI is a party do not require any further authorization or consent of the Seller, PPPI or the Shareholders. This Agreement and each Ancillary Agreement to which the Seller, PPPI or the Shareholders are a party has been duly and validly executed and delivered by the Seller, PPPI and the Shareholders, and this Agreement and such Ancillary Agreements are and shall constitute the legal, valid and binding obligations of the Seller, PPPI and the Shareholders enforceable against the Seller, PPPI and the Shareholders in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law).

3.2. No Conflict; Consents . Neither the execution and delivery of this Agreement or the Ancillary Agreements to which the Seller, PPPI or the Shareholders are a party nor the consummation or performance of any of the transactions or obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will (a) contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Seller or PPPI; (b) contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.2 , violate or conflict with, or result in a default or an event of default under, or give any Person the right to exercise any remedy or impose any

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additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which either the Seller or PPPI is a party or the consummation by the Seller or PPPI of any of the transactions contemplated hereby.

3.3. Restrictions on Transfer . There are no voting trust agreements, powers of attorney, shareholder agreements, proxies or any other Contracts to which the Seller, PPPI or any Shareholder is a party or by which the Seller, PPPI or any Shareholder or the PPPI Stock is bound relating to the sale, transfer, voting, registration, acquisition, distribution rights or disposition of any of the PPPI Stock or otherwise granting any Person any right in respect of the PPPI Stock and there are no existing restrictions on the transfer of the PPPI Stock, other than restrictions imposed by applicable Legal Requirements.

3.4. Organizational Matters . Each of the Seller and PPPI is a corporation duly organized, validly existing and in good standing under the laws of the States of Wisconsin and Illinois, respectively. Each of the Seller and PPPI has all corporate power and authority necessary to own, operate or lease its properties and assets as and where currently owned, operated or leased and to carry on all business activities currently conducted by it. Except as set forth on Schedule 3.4 , each of the Seller and PPPI is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its assets makes such qualification necessary. The Seller has delivered, or made available for review, to PSI and its Representatives, true, complete and correct copies of the certificate of incorporation and by-laws of each of Seller and PPPI as in effect as of the date of this Agreement. Neither the Seller nor PPPI is in material violation of any of the provisions of its certificate of incorporation or by-laws. The Seller has no business or assets other than its ownership of all of the outstanding capital stock of PPPI.

3.5. Documentation . The stock ledger of the Seller and PPPI (copies of which have been made available for inspection by PSI and its Representatives) are true, complete and correct in all respects.

3.6. Capitalization . The authorized capital stock of the Seller and PPPI consist of 10,000 shares of common stock and 10,000 shares of common stock, respectively. Schedule 3.6 includes a true, complete and correct capitalization table for each of the Seller and PPPI as of the date hereof showing the ownership of all of capital stock of the Seller and the PPPI Stock. Each Shareholder is the beneficial and record owner of the number of shares of common stock of the Seller set forth opposite his name on Schedule 3.6 , in each case free and clear of all Liens. There are no issued and outstanding shares of capital stock or other securities of the Seller except as set forth on Schedule 3.6 . The Seller owns all of the PPPI Stock free and clear of all Liens. There are no issued and outstanding shares of capital stock or other securities of PPPI other than the PPPI Stock. All of the PPPI Stock was duly authorized, validly issued and is fully paid and

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nonassessable and none of the PPPI Stock was issued in violation of any pre-emptive rights, rights of first offer, rights of first refusal or similar rights, or in violation of any Legal Requirements (including applicable securities laws). Upon transfer of the PPPI Stock in accordance with the terms of Article II , PSI will receive valid title to the PPPI Stock, free and clear of all Liens. There are no outstanding or authorized warrants, options, subscriptions, convertible or exchangeable securities or other instruments or agreements (including bonds, debentures, notes and other obligations) pursuant to which the Seller or PPPI is or may become obligated to issue or sell any shares of capital stock or other securities of PPPI or pursuant to which any Person has the right to vote on any matter (or has the right to acquire capital stock or other securities having the right to vote on any matter), and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire any shares of capital stock or other securities of PPPI. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to PPPI, and there are no outstanding obligations of PPPI to purchase, redeem or otherwise acquire the PPPI Stock or obligating PPPI to grant, or enter into any option, warrant, call, right or commitment agreement regarding the equity interests in PPPI, securities convertible into or exchangeable for equity interests in PPPI or warrants, calls, options or other rights to acquire equity interests in PPPI from PPPI.

3.7. Subsidiaries . PPPI owns no capital stock in any other Person.

3.8. Title to the Assets; Condition of Assets .

(a) PPPI has good and marketable title to, a valid leasehold interest in, or has the valid and enforceable right to use, all personal property and assets used by it in connection with the conduct of the Business as presently conducted by PPPI, free and clear of all Liens, other than Permitted Liens. With respect to all personal property and assets in which PPPI has a valid leasehold interest, all such leases are in full force and effect, and to the Knowledge of PPPI, constitute valid and binding obligations of the other party thereto, and neither PPPI nor, to the Knowledge of PPPI, any other party thereto is in breach of any of the terms of any such lease. The assets and properties owned or leased by PPPI constitute all of the assets and properties that are necessary for the conduct of the Business immediately prior to the Closing.

(b) All buildings, plants, leasehold improvements, structures, facilities, equipment and other items of tangible personal property and assets that are used by PPPI in connection with the Business are, taken as a whole, structurally sound, are in good operating condition (subject to normal wear and tear given the use and age of such assets, and conform in all material respects to all Legal Requirements and Orders relating to their construction, use and operation.

(c) Other than PPPI, holders of Permitted Liens and lessors of leased personal property (solely to the extent of their interest in such leased personal property), no Person has any interest in any equipment or other tangible assets or personal property used by PPPI in connection with the conduct of the Business. Without limiting the foregoing, except as set forth on Schedule 3.8 , neither Shareholder has any interest in any equipment or other tangible assets or personal property used in connection with the conduct of the Business.

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3.9. Leased Real Estate . Schedule 3.9(a) lists each Real Property Lease, and the Seller has provided PSI with a true, complete and correct copy of each Real Property Lease. Each Real Property Lease is in full force and effect against PPPI and, to the Knowledge of PPPI, each other party thereto. Each Real Property Lease is the valid and legally binding obligation of PPPI. No Real Property Lease has been terminated or cancelled, and PPPI’s leasehold interest in the applicable Real Property Lease has not been assigned. Neither PPPI nor, to the Knowledge of PPPI, any other party to a Real Property Lease is in material default under any Real Property Lease, and no written notice of default under any Real Property Lease has been sent or received by PPPI. No condition exists which, but for the giving of notice or the passage of time, or both, would constitute a material default by PPPI or, to the Knowledge of PPPI, any other party pursuant to any Real Property Lease. No pending Proceedings or Orders exist against PPPI or, to the Knowledge of PPPI, any other party which would require the repair, alteration or correction of any existing condition of any portion of any Leased Real Estate. PPPI has not received any written notice from any Governmental Body that any of the improvements on the Leased Real Estate or PPPI’s use of the Leased Real Estate violates any use or occupancy restrictions, any covenant of record or any zoning or building Legal Requirement. There are no pending or, to the Knowledge of PPPI, threatened condemnation, eminent domain, health, safety, building, zoning or other land use Proceedings with respect to the Leased Real Estate. Except as set forth on Schedule 3.9(b) , PPPI has not received any written notice that the Leased Real Estate or any present uses and operations of the Leased Real Estate are in violation of any Legal Requirement, covenants, conditions, restrictions, easements, disposition agreements and similar matters affecting the Leased Real Estate. PPPI is not a lessor, sublessor or grantor under any lease, sublease, consent, license or other instrument granting to another Person any right to the possession, use, occupancy or enjoyment of the Leased Real Estate. No easement, utility transmission line or water main located on the Leased Real Estate adversely affects, or could reasonably be expected to adversely affect, the use of the Leased Real Property.

3.10. Proceedings . As of the date hereof, there is no Proceeding pending, or, to the Knowledge of PPPI, threatened, against or relating to PPPI, any of its assets or any of the current or former officers or directors of PPPI relating to their service as an officer or director of PPPI, at law or in equity, before any Governmental Body. As of the date hereof, PPPI is not subject to, or otherwise bound by any Order affecting in any material respect the properties, assets, personnel or business activities of PPPI. Set forth on Schedule 3.10 is a true, complete and correct list of all Proceedings made, filed or otherwise initiated against any Seller Company or any of its assets or any of its current or former directors or officers (in their capacities as such) since December 31, 2010.

3.11. Intellectual Property .

(a) Schedule 3.11(a) lists all of the following Owned Intellectual Property: (i) all United States and foreign issued design patents and utility patents, all pending patent applications filed by PPPI relating to any inventions or designs and all renewals, reissues, divisionals, continuations, continuations-in-part and extensions of the foregoing; (ii) all registered trademarks, registered service marks and pending trademark and service mark registration applications; (iii) all material unregistered trademarks and service marks; (iv) all proprietary software; (v) all registered copyrights and copyright applications and all renewals and extensions; and (vi) all domain name registrations. PPPI has taken all action necessary, performed all customary acts, and paid all fees and Taxes (to the extent applicable), required to protect and maintain in full force and effect any and all registrations and applications for Owned Intellectual Property.

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(b) Schedule 3.11(b) lists: (i) all Out-Licenses; and (ii) all In-Licenses (excluding shrink-wrap, click-wrap, click-through or other similar licenses, which are non-exclusive and non-negotiable, with respect to off-the-shelf or generally available personal computer software), and specifying whether under any such In-Licenses and/or Out-Licenses PPPI is subject to receive, or obligated to pay, as the case may be, fees (including support and maintenance fees) of more than $50,000 per annum following Closing.

(c) To the Knowledge of PPPI, PPPI owns all rights, title and interest in and to, or has a valid right to use pursuant to the terms of an In-License set forth on Schedule 3.11(b) or other written Contract not required to be listed on such schedule, all Intellectual Property used by it in the Business (the “ PPPI Intellectual Property ”). Each item of PPPI Intellectual Property will, immediately subsequent to the Closing, continue to be owned or available for use by PPPI on such terms as are identical to those pursuant to which it, immediately prior to the Closing, owns or has the right to use such item. All Owned Intellectual Property is owned free and clear of all Liens except for Permitted Liens.

(d) All Owned Intellectual Property has been developed or created by (i) employees of PPPI who developed or created such Owned Intellectual Property acting within the scope of their employment with PPPI or (ii) independent contractors who have assigned, in writing, all of their Intellectual Property and/or other rights therein to PPPI pursuant to Contracts set forth on Schedule 3.11(d) .

(e) PPPI has taken reasonable security measures under the circumstances to safeguard and maintain the confidentiality and secrecy of all information and/or other materials from which PPPI derives independent economic value, actual or potential, as a result of such information and/or materials not being generally known to, or readily ascertainable through appropriate means by, Persons who might obtain economic value from the disclosure or use of such information and/or materials.

(f) There are no pending Proceedings, or written threats of Proceedings, except that PPPI makes no representation regarding Proceedings that may be pending against PPPI for which no written notice has been given to PPPI, (i) by any Person against PPPI relating to the alleged infringement, misappropriation or violation by PPPI of any Intellectual Property of any Person, or otherwise challenging the validity, use, ownership or enforceability of any Owned Intellectual Property, or (ii) asserted by PPPI against any Person relating to the alleged infringement, misappropriation or violation by any Person of the Owned Intellectual Property. To the Knowledge of PPPI, during the last three (3) years, no Person has infringed, misappropriated or otherwise violated any of PPPI’s rights in any Owned Intellectual Property.

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(g) PPPI has not (i) to the Knowledge of PPPI, interfered in, infringed upon, misappropriated, violated or otherwise come into conflict with any Intellectual Property rights of any Person or (ii) received any written charge, complaint, claim or notice (including an offer to license) alleging any such interference, infringement, misappropriation or other violation.

(h) To the Knowledge of PPPI, the computer systems, including the software, hardware and networks (collectively, the “ Systems ”) currently used in the conduct of the Business are materially sufficient for the current needs of the Business. PPPI has arranged for back-up services adequate to meet its needs in the event the Systems or any material component thereof is rendered temporarily or permanently inoperable as a result of a natural or other disaster. Since January 31, 2013, there have been no bugs in, or failures, breakdowns, or continued substandard performance of, any such Systems that, in each case, has caused the substantial disruption or interruption in or to the use of such Systems by PPPI or the conduct of the Business in the ordinary course.

(i) Except as set forth on Schedule 3.11(i) , (i) PPPI collects and uses personally identifiable information in compliance with its privacy policies displayed on its websites, (ii) PPPI currently is in material compliance with all Legal Requirements relating to privacy, security and security breach notification requirements applicable to PPPI’s websites and the operation of the Business and (iii) to PPPI’s Knowledge, PPPI has not experienced any breach of security of personally identifiable information maintained, processed or transmitted by PPPI, whether or not such security breach required notice thereof to any Person under any applicable Legal Requirement.

3.12. Financial Statements; Internal Controls .

(a) The Financial Statements attached to Schedule 3.12 (i) have been prepared based on the books and records of PPPI, PPP International and the variable interest entities described therein, (ii) present fairly in all material respects the consolidated financial position of PPPI as of the dates designated therein and the results of operations and cash flows for the periods designated therein, (iii) were prepared in accordance with GAAP subject, in the case of the unaudited financial statements, to normal recurring year end audit adjustments and the absence of footnotes and (iv) are in a form (including with respect to the reports thereon of the Target Auditor) acceptable for inclusion and/or incorporation by reference in the reports and registration statements filed by PSI with the SEC.

(b) Each Seller Company maintains accurate books and records reflecting its assets and liabilities and maintains adequate accounting controls that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of PPPI in accordance with GAAP and to maintain accountability for PPPI’s consolidated assets, (iii) access to PPPI’s assets is permitted only in accordance with management’s authorization, (iv) adequate procedures are implemented to effect the collection of all accounts, notes and other receivables on a timely basis and (v) there are adequate procedures in place regarding the prevention or timely detection of unauthorized acquisition, use or disposition of PPPI’s assets.

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(c) Except as set forth on Schedule 3.12 , since January 1, 2010, none of PPPI or PPPI’s independent accountants or PPPI’s Board of Directors has received any oral or written notification of any (i) significant deficiency in the internal controls over financial reporting of PPPI, (ii) material weakness in the internal controls over financial reporting of PPPI or (iii) fraud, whether or not material, that involves management or other employees of PPPI who have a significant role in the financial reporting of PPPI.

3.13. Accounts Receivable . All accounts receivable of the Seller Companies, including, without limitation, all accounts receivable as shown on the Latest Balance Sheet, have arisen out of bona fide sales and deliveries of goods, performance of services and other business transactions, are valid receivables and were incurred in the ordinary course of business, subject to reserves set forth in PPPI’s books and records, which are commercially reasonable and have been determined in accordance with GAAP in accordance with past custom and practice.

3.14. Taxes . All Tax Returns with respect to the Seller and PPPI due prior to the date hereof have been timely and properly filed and all such Tax Returns have been prepared in compliance with all applicable law and are true, complete and accurate in all material respects. All Taxes of the Seller and PPPI that are due and payable (whether or not reflected on a Tax Return) on or prior to the Closing Date have been (or will be) timely paid in full on or prior to the Closing Date. As of the Closing Date, the Seller’s and PPPI’s liability for any unpaid Taxes will not exceed the reserve for unpaid Taxes then carried on their books and records. For periods (and portions thereof) ending after the Balance Sheet Date, no Taxes or Taxable income have been generated by the Seller or PPPI other than in the ordinary course of business consistent with past practice, and the and books and records of PPPI fully and properly reflect in all material respects their liabilities for all accrued Taxes. All Taxes that the Seller or PPPI are required by applicable Legal Requirements to withhold or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, member or other third party have been duly withheld or collected, and have been paid over to the proper authorities to the extent due and payable and have complied with all information reporting requirements with respect thereto, including the filing of all Forms W-2 and Forms 1099. Schedule 3.14 contains a list of all audits of all Tax Returns of the Seller and PPPI, if any, for the last five (5) years and any adjustments proposed as a result of such audits have been paid, reserved against or settled. To the Knowledge of PPPI, neither the Seller nor PPPI is currently the subject of an audit or other examination relating to Taxes of the Seller or PPPI by the Tax authorities of any nation, state or locality nor has the Seller or PPPI received any written notices from any taxing authority that such an audit or examination is pending. Neither the Seller nor PPPI has received written notice of any liability in respect of Taxes payable by the Seller or PPPI and is not presently contesting any Tax liability of the Seller or PPPI before any court, tribunal or agency. Neither the Seller nor PPPI has been notified in writing by any Taxing authority that any issues have been raised with respect to any Tax Return that have not been resolved. No Tax liens have been filed against the interests or assets of the Seller or assets of PPPI. Neither the Seller nor PPPI has waived any statute of limitations in respect of Taxes and is not the beneficiary of any extension of time within which to file any Tax Return. Neither the Seller nor PPPI has received written notice from any state, local or foreign taxing jurisdiction that it may be subject to Tax in a jurisdiction

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in which the Seller or PPPI, respectively, is not currently filing Tax Returns. There are no outstanding (i) powers of attorney granted by the Seller or PPPI concerning any Tax matter or (ii) agreements entered into with any Taxing authority that would have a continuing effect on the Seller or PPPI after the Closing Date. Neither the Seller nor PPPI will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any “closing agreement,” as described in Code Section 7121 (or any corresponding provision of state, local or foreign law) executed by PPPI on or prior to the Closing Date. Neither the Seller nor PPPI has distributed stock of another entity, nor has the Seller or PPPI had its stock distributed by another entity, in a transaction that was purported or intended to be governed in whole or in part by Code Section 355 or Code Section 361. Neither the Seller nor PPPI has consummated, has participated in or is currently participating in any transaction that was or is a “Tax shelter” transaction as defined in Section 6662, 6011, 6111 or 6112 of the Code or applicable Treasury Regulations. Neither the Seller nor PPPI has entered into any reportable transaction as defined in Section 1.6011-4(b) of the Treasury Regulations. Neither the Seller nor PPPI have any liability for the Taxes of any other Person other than the Seller or PPPI under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract or otherwise. Neither the Seller nor PPPI is a party to any tax sharing, allocation, indemnity or similar agreement or arrangement (other than by any agreement the principal subject of which is not Taxes). The Seller and PPPI have disclosed on each of their respective federal income Tax Returns all positions taken in such Tax Returns that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Tax Code. Prior to the Reorganization, PPPI had been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code at all times since January 1, 1993 for federal income Tax purposes, as well as for state and local income Tax purposes in which PPPI is required to file state and local income Tax Returns. In connection with the Reorganization, PPPI made a valid election to be treated as a “qualified subchapter S subsidiary” and will be a “qualified subchapter S subsidiary” after the Reorganization up to and including the Closing Date. The Seller has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code at all times since its formation for federal income Tax purposes as well as for state and local income Tax purposes in which the Seller is required to file state and local income Tax Returns and will be up to the Closing Date. Neither the Seller nor PPPI owns any interest in an entity, or is party to any arrangement, that is treated as a partnership for U.S. federal income tax purposes. Neither the Seller nor PPPI shall be liable for any Tax under Code Section 1374 in connection with the deemed sale of the Seller’s assets caused by Seller selling the PPPI Stock. Neither the Seller nor PPPI has, during the recognition period described in Code Section 1374(d)(7), (A) acquired assets from another corporation in a transaction in which the Seller’s or PPPI’s tax basis for the acquired assets was determined, in whole or in part, by reference to the tax basis of the acquired assets (or any other property) in the hands of the transferor or (B) acquired the stock of any subchapter C corporation which, after such purchase, became a qualified subchapter S subsidiary.

3.15. Material Contracts .

(a) Schedule 3.15 sets forth as of the date hereof a listing of each of the following Contracts to which PPPI is a party or by which PPPI or any of its assets is bound (such contracts disclosed or required to be disclosed, the “ Material Contracts ”):

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(i) for the purchase of materials, supplies, goods, services, equipment or other assets and that involves or would reasonably be expected to involve (A) annual payments by PPPI of $100,000 or more or (B) aggregate payments by PPPI of $250,000 or more;

(ii) (A) for the sale by PPPI of materials, supplies, goods, services, equipment or other assets for consideration in excess of $250,000 or (B) pursuant to which PPPI received payments of more than $250,000 in the year ended December 31, 2013 or expects to receive payments of more than $250,000 in the year ending December 31, 2014;

(iii) that requires PPPI to purchase, or pursuant to which PPPI purchases, its total requirements of any product or service from a third party or that contains “take or pay” provisions, or that requires any customer of PPPI to purchase its total requirements of any product or service from PPPI or that contains “take or pay” provisions;

(iv) that (A) continues over a period of more than twelve (12) months from the date hereof (other than purchase orders issued to or by PPPI in the ordinary course of business (and related terms and conditions) which provide for the payment or receipt of less than $50,000) or (B) involves payments to or by PPPI exceeding $250,000, other than arrangements disclosed pursuant to the preceding subsections (i) and (ii);

(v) that is an employment, independent contractor, consulting, termination or severance Contract, other than any such Contract that is terminable at-will by PPPI without liability to PPPI;

(vi) that is a partnership, joint venture or similar Contract;

(vii) that is a distribution, dealer, representative or sales agency Contract;

(viii) that is a (A) Contract for the lease of real property or (B) Contract for the lease of personal property, in either case which provides for payments to or by PPPI in any one case of $100,000 or more annually or $250,000 or more over the term of the lease;

(ix) for the purchase or sale of real property and calling for expenditures by PPPI in excess of $250,000;

(x) that provides for the indemnification by PPPI of any Person, the undertaking by PPPI to be responsible for consequential damages or the assumption by PPPI of any Tax, environmental or other liability (other than purchase orders issued to or by PPPI in the ordinary course of business (and related terms and conditions) which provide for the payment or receipt of less than $50,000);

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(xi) with any Governmental Body;

(xii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract for Indebtedness or lending of money or Contract for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person;

(xiii) for any capital expenditure or leasehold improvement in any one case in excess of $250,000 or in the aggregate greater than $1,000,000;

(xiv) that provides for PPPI to make a capital contribution to, or other investment in, any Person other than PPPI;

(xv) that restricts or purports to restrict the right of PPPI to engage in any line of business, acquire any property, develop or distribute any product or provide any service (including geographic restrictions) or to compete with any Person;

(xvi) that obligates PPPI to conduct business on an exclusive basis with any Person;

(xvii) that is a license, sublicense or other Contract pursuant to which PPPI authorizes a third party to use, practice any rights under or grant sublicenses with respect to, any Intellectual Property owned or licensed by PPPI;

(xviii) that is a license, sublicense or other Contract pursuant to which a third party authorizes PPPI to use, practice any rights under or grant sublicenses with respect to any Intellectual Property owned by such third party;

(xix) that relates to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise);

(xx) that is a collective bargaining Contract or other Contract with any labor organization, union or association (including works council Contracts or other labor union or employee representative Contract applicable to persons employed by PPPI); and

(xxi) that is otherwise material to PPPI as a whole and not previously disclosed pursuant to this Section 3.15(a) .

(b) A true, correct and complete copy of each of the Material Contracts, and all amendments thereto, have been provided to PSI. Each Material Contract is legal, valid, binding, enforceable and in full force and effect against PPPI and, to the Knowledge of PPPI, the other parties thereto. Neither PPPI nor, to the Knowledge of PPPI, any other Person who is a party to any Material Contract is in material breach or material default under the terms of any Material Contract (with or without the lapse of time, or the giving of notice, or both) (except that, notwithstanding the foregoing, all representations and warranties regarding compliance with Environmental Laws shall be

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governed solely by Section 3.19 , below). PPPI has not sent or received any written notice of breach, default, termination or cure with respect to any Material Contract or any condition that, with the lapse of time or the giving of notice, would cause a breach of or default under any Material Contract, in each case that is not currently resolved. To the Knowledge of PPPI, no event or circumstance has occurred that, with or without the lapse of time, or the giving of notice, or both, would constitute an event of default under any Material Contract or result in a termination of any Material Contract.

3.16. Personnel Matters; Labor Practices .

(a) Schedule 3.16(a) sets forth a true, correct and complete list of all officers and employees of PPPI as of March 26, 2014, including those individuals on leave of absence or layoff status or temporary military recall, by: name, job titles, date of employment, exempt or non-exempt status, and rates of salary, wages or commissions. Schedule 3.16(a) also sets forth a true, correct and complete list of all those individuals engaged as independent contractors of PPPI as of March 26, 2014, including name, purpose of the engagement, term of engagement, and payment terms. Except as set forth on Schedule 3.16(a) , during the six (6) month period prior to the Closing Date, no employee was terminated or voluntarily resigned from employment with PPPI. No employee whose annual base compensation in 2013 was in excess of $50,000 has notified PPPI in writing of his or her intention to resign or retire.

(b) Except for those disclosed on Schedule 3.16(b) , PPPI has not entered into any Contract with any employee entitling such Person to a bonus, severance, employee benefits, or other payment or benefit upon the consummation of the transactions contemplated hereby.

(c) Except as provided in Schedule 3.16(c) , to the Knowledge of PPPI, PPPI is in compliance in all material respects with all applicable Legal Requirements relating to the employment of labor including hiring, discipline, promotion, compensation, benefits, wages, hours, classification, time off, equal opportunity, collective bargaining, safety, discrimination, harassment, retaliation, immigration, termination, and the payment and/or withholding of social security and Taxes. Except as provided in Schedule 3.16(c) , to the Knowledge of PPPI, there are no pending or threatened actions, suits, proceedings, hearings, charges, claims, complaints or demands by any past or present employee, intern, independent contractor or applicant for employment regarding wrongful discharge, employment discrimination or harassment, misclassification, retaliation, payment of wages, deduction from wages, overtime payments, hours worked, violation of contract (whether written or oral, express or implied), tortious conduct by PPPI or denial of rights afforded under applicable Legal Requirements. Except as provided in Schedule 3.16(c) , in the three (3) years prior to the Closing Date, there have been no actions, suits, proceedings, hearings, investigations, charges, claims, complaints or demands against PPPI before any Governmental Body regarding the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act, the Older Workers Benefit Act, the Occupational Safety and Health Act, the National Labor Relations Act, the Uniformed Services Employment and Reemployment Rights Act, or the Worker Adjustment and

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Retraining Notification Act, each as amended, any similar federal, state or local Legal Requirement concerning employment or wages, or any public policy or common law of any state relating to employment or personal injury, including but not limited to claims for wrongful discharge, defamation, invasion of privacy, infliction of emotional distress, negligence, or interference with contract. Except as provided in Schedule 3.16(c) , PPPI is not bound by any Governmental Body order, ruling, consent decree, abatement plan, or decision of any kind respecting employment or compensation of any past or present employees.

(d) PPPI is not a party to any Contract with any union, trade union, labor organization, employee group or other entity regarding the terms or conditions of employment of employees of PPPI, including, but not limited to, any collective bargaining agreements or agreements or side letter agreements with any labor union or organization. During the three (3) year period immediately preceding the date hereof, there have been no, and to the Knowledge of PPPI, there are no threatened or pending, representation campaigns, elections, strikes, slowdowns, work stoppages, lockouts, grievances, collective bargaining disputes or claims of unfair labor practices involving any employee of PPPI. PPPI has not committed, nor has it been held by any Governmental Body to have committed, any unfair labor practice. To the Knowledge of PPPI, no organizational effort has been threatened and no organizational effort is presently being made, by or on behalf of any labor union with respect to PPPI’s employees.

3.17. Benefit Plans .

(a) Schedule 3.17(a) sets forth a true, correct and complete list of each Pension Plan, each Welfare Plan (including all self-insured plans) and each Benefit Arrangement (each, a “ Plan ” and, collectively, the “ Plans ”). A description of any unwritten Plan, including a description of any material terms thereof, is set forth on Schedule 3.17(a) . PPPI has no commitment to create any additional Plan, to modify or change any existing Plan, or to terminate any existing Plan that would affect any current or former employee of PPPI. Each Plan may be amended, terminated, modified or otherwise revised by PSI, on and after the Closing, without further liability to PSI.

(b) Except as set forth on Schedule 3.17(b) , each Plan (i) has been in and currently complies in all material respects in form and in operation, with all applicable requirements of ERISA, the Code and any other applicable Legal Requirements, and has been operated in accordance with its terms; (ii) has been and is operated and funded in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax-exempt income for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto; and (iii) that is intended to be qualified under Section 401(a) of the Code has received a determination from the IRS that such Plan is so qualified, and nothing has occurred since the date of such determination that would cause such determination letter to become unreliable.

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(c) There are no actions, suits, investigations or claims pending or, to the Knowledge of PPPI, threatened with respect to any Plan, or the assets thereof (other than routine claims for benefits).

(d) PPPI has or will have made to each Plan, prior to the Closing Date, all contributions and premium payments (including all employer contributions and employee salary reduction contributions) that are due within the time periods prescribed by ERISA and the Code, and all contributions and premium payments for any period ending on or before the Closing Date that are not yet due have been made to each Plan or accrued in accordance with past custom and practice of PPPI on the Final Working Capital Statement.

(e) PPPI has made available to PSI (i) true and complete copies of each Plan (including all amendments thereto), (ii) all trust agreements, insurance contracts or any other funding instruments related to the Plans, (iii) the most recent actuarial and financial reports and the annual reports filed with any Governmental Body with respect to the Plans during the most recent three (3) years, (iv) the Form 5500 Annual Report (or evidence of any applicable exemption) for the three (3) most recent plan years to the extent such forms are required for any Plan, (v) the most recent summary plan description and any summary of material modifications thereto which relates to any Plan, and (vi) copies of the most recent and any other material determination letter, ruling or notice issued by any Governmental Body with respect to each Plan that remains in effect.

(f) Neither PPPI nor any ERISA Affiliate has at any time maintained, sponsored, participated in or contributed to, or has any liability with respect to, any “employee benefit plan” (as described in Section 3(3) of ERISA) which is (i) a “multiemployer plan” (as defined in Section 3(37) or 4001 of ERISA), (ii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), (iii) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), or (iv) subject to Section 302 or Title IV of ERISA or Section 412 of the Code.

(g) Except as set forth on Schedule 3.17(g) and except as would not reasonably be expected to result in a material liability to PPPI, no Person has: (i) entered into any nonexempt “prohibited transaction,” as such term is defined in ERISA and the Code, with respect to any Plan; (ii) breached a fiduciary obligation under Title I of ERISA with respect to any Plan; or (iii) otherwise has any liability for any failure to act or comply in connection with the administration or investment of the assets of any Plan.

(h) Except as set forth on Schedule 3.17(h) , no Plan provides medical, health, life insurance or other welfare-type benefits to retirees or former employees or individuals who terminate (or have terminated) employment with any of PPPI or any ERISA Affiliate, or the spouses and dependents of any of the foregoing (except for limited continued medical benefit coverage for former employees, their spouses and other dependents as required to be provided under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA (“ COBRA ”) or applicable similar state law).

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(i) Except as set forth on Schedule 3.17(i) , neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or in combination with another event, (i) entitle any Person currently or formerly providing services to PPPI to severance pay or any other payment or form of compensation or benefit upon termination of services, (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such current or former service provider, (iii) directly or indirectly cause PPPI to transfer or set aside any assets to fund any material benefits under any Plan, (iv) otherwise give rise to any material liability under any Plan. No Plan or any other agreement, program, policy or other arrangement by or to which either PPPI or any ERISA Affiliate, are bound or are otherwise liable, by its terms or in effect, could reasonably be expected to require any payment or transfer of money, property or other consideration on account of or in connection with the transactions contemplated by this Agreement or any subsequent termination of employment which payment could constitute an “excess parachute payment” within the meaning of Section 280G of the Code.

(j) PPPI has, for purposes of each relevant Plan, correctly classified those individuals performing services for PPPI as common law employees, leased employees, independent contractors or agents of PPPI.

(k) There is no Plan, employment agreement or other agreement or arrangement in which an employee, agent or independent contractor is or would be subject to tax on compensation payable thereunder pursuant to Code Section 409A. Further, PPPI has no Plan, contract, agreement or other arrangement to pay or “gross-up” an employee, agent or independent contractor in the event a Code Section 409A additional tax is imposed on such person.

3.18. Events Since Balance Sheet Date . Since the Balance Sheet Date, no Seller Company has experienced any Material Adverse Effect. Since the Balance Sheet Date, no Seller Company has:

(a) Except for the Excluded Assets which PPPI may cause to be transferred to the Seller or the Shareholders or their assignees on or prior to the Closing, sold, transferred, leased or otherwise disposed of, or agreed to sell, transfer, lease or otherwise dispose of, any material assets or properties of PPPI other than in the ordinary course of business;

(b) Except for merit, cost-of-living and promotional increases to employees in the ordinary course of business consistent with past practices of the Seller Companies, made or agreed to make any change in the rate of compensation, commission, bonus or other remuneration payable to, or granted any severance or termination pay to, or increased benefits payable under any existing severance or termination pay policies to, or entered into or modified any employment agreements with, any employees, officers or directors of any Seller Company;

(c) Made or granted any increase in, or amended or terminated, any existing Plan or adopted any new Plan;

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(d) Except in connection with the Reorganization, purchased, redeemed or otherwise acquired or retired for value any capital stock or other equity interests of any Seller Company or engaged in any recapitalization, issuance or other transaction involving the capital stock or other equity interests of any Seller Company;

(e) Except in connection with the Reorganization, authorized or issued any capital stock, membership interests or securities convertible into capital stock or other equity interests of any Seller Company, including options, warrants, convertible debt or other rights to acquire capital stock or other equity interests of any Seller Company;

(f) Except in connection with the Reorganization, amended the Organizational Documents of any Seller Company;

(g) Made any change in accounting methods or practices, or Tax reporting principles, other than changes required by changes in GAAP or the Code;

(h) Made any change to any pricing policies or payment or credit practices, other than pricing changes in the ordinary course of business;

(i) Changed or rescinded any material election relating to Taxes, filed any amended Tax Return, entered into any closing agreement or settled any Tax audit or proceeding relating to the Seller and PPPI, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Seller and PPPI or settled or compromised any material Tax liability;

(j) Except in connection with the Reorganization, formed any Subsidiary or entered into any partnership, joint venture or similar relationship in which an equity interest of another Person was acquired by any Seller Company;

(k) Acquired any business enterprise whether via stock purchase, asset purchase or otherwise;

(l) Made any capital expenditures or commitments therefor such that the aggregate outstanding amount of unpaid obligations and commitments with respect thereto shall comprise in excess of $250,000 on the date hereof; or

(m) Except in connection with the Reorganization, entered into any Contract to do any of the foregoing.

3.19. Compliance with Environmental Laws . Except as disclosed on Schedule 3.19 , (i) there exists no material pending or, to the Knowledge of PPPI, threatened Environmental Claim against PPPI under Environmental Law for any Hazardous Substances which have been generated, treated, stored, handled or removed from or disposed of on the Leased Real Estate; (ii) to the Knowledge of PPPI, no Hazardous Substances have migrated onto such Leased Real Estate from any adjacent property or have migrated, emanated or originated from such Leased Real Estate onto any other property; and (iii) to the Knowledge of PPPI, PPPI has obtained all material Governmental Authorizations for the operation of the Business and the use of the Leased Real Estate by PPPI, as required by any applicable Environmental Law, except where the lack of such Governmental Authorization would not be reasonably expected to lead to an Environmental Claim.

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3.20. Insurance . Schedule 3.20 sets forth a true, correct and complete list of all insurance and bonds currently maintained by each Seller Company with respect to the Business, assets, directors, employees or operations of, each Seller Company and any self-insurance arrangement by each Seller Company (the “ Insurance Policies ”). Schedule 3.20 includes for each Insurance Policy the type of policy, form of coverage, policy number, name of insurer and its expiration date. Each Insurance Policy is in full force and effect, and no Seller Company has received written notice of any cancellation or threat of cancellation of any Insurance Policy. Schedule 3.20 also sets forth a list of all pending claims and the claims history for each Seller Company for the past five (5) years with respect to the Insurance Policies. The Insurance Policies are sufficient for compliance with all Legal Requirements and Contracts to which each Seller Company is a party or by which it is bound. There exists no default or event that, with the giving of notice or lapse of time or both, would constitute a default under any Insurance Policy or entitle any insurer to terminate or cancel any Insurance Policy.

3.21. Compliance with Legal Requirements; Governmental Authorizations . Except as set forth on Schedule 3.21(a) , PPPI is, and has been since January 1, 2009, in compliance in all material respects with all Legal Requirements applicable to PPPI. Except as set forth on Schedule 3.21(a) , since January 1, 2009, no Seller Company has (i) received any written notice from any Governmental Body with respect to any alleged violation by such Seller Company of any applicable Legal Requirements or (ii) entered into or been subject to any Order with respect to the business of such Seller Company or any of their respective properties or assets, or received any written request for information, notice, demand letter, inquiry, complaint or claim from any Governmental Body with respect to the foregoing. Schedule 3.21(b) sets forth a true, correct and complete list of all Governmental Authorizations from or of all Governmental Bodies required under applicable Legal Requirements in connection with the conduct of the Business. PPPI holds all Governmental Authorizations required by all Legal Requirements applicable to PPPI for the operation of the Business. All Governmental Authorizations issued to PPPI are in full force and effect and PPPI is, and has been since January 1, 2009, in compliance in all material respects with such Governmental Authorizations. Since January 1, 2009, no Seller Company has received any written or, to the Knowledge of PPPI, verbal notice regarding any actual or alleged failure to comply with any such Governmental Authorization and no action, suit, proceeding or investigation is pending or, to the Knowledge of PPPI, threatened to revoke, suspend deny, terminate, cancel, withdraw or limit any such Governmental Authorization. To the Knowledge of PPPI, no event has occurred and no circumstance exists that, with or without the passage of time or the giving of notice, would reasonably be expected to result in a violation of, conflict with, failure on the part of PPPI to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any such Governmental Authorization.

3.22. Anti-Corruption Laws .

(a) No Seller Company, nor, to the Knowledge of PPPI, any of their respective employees (in each case, acting in their capacities as such) has, in the past five (5) years, directly or indirectly through its representatives or any Person authorized to act

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on its behalf, (i) violated any applicable Anti-corruption Laws or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, gifted, promised to give, or authorized the giving of anything of value, to any Government Official or to any other Person: (A) for the purpose of (1) corruptly or illegally influencing any act or decision of any Government Official in his official capacity; (2) inducing any Government Official to do or omit to do any act in violation of their lawful duties; (3) securing any illegal advantage; or (4) inducing any Government Official to use his respective influence with a Governmental Body to affect any act or decision of such Governmental Body in order to, in the case of each of clause (1), (2), (3) or (4) assist any Seller Company in obtaining or retaining business for or with, or directing business to, any Seller Company; or (B) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.

(b) (i) there have been no false or fictitious entries made in the books and records of any Seller Company relating to any unlawful offer, payment, promise to pay, or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal payment, and (ii) no Seller Company has established or maintained a secret or unrecorded fund.

(c) No Seller Company or, to the Knowledge of PPPI, any of their respective employees (acting in their capacities as such) has been convicted of violating any Anti-corruption Laws or, to the Knowledge of PPPI, subjected to any investigation or proceeding by a Governmental Body for, in each case, potential corruption, fraud or violation of any applicable Anti-corruption Laws.

3.23. No Undisclosed Liabilities . To the Knowledge of PPPI, PPPI does not have any liabilities or obligations of any kind whatsoever, whether fixed or contingent, other than (a) liabilities or obligations that are accrued or reserved against in the Latest Balance Sheet or disclosed in any notes thereto, (b) liabilities or obligations that have been incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date, (c) executory obligations to be performed after Closing arising under any Contracts or (d) liabilities or obligations that would not reasonably be expected to be material, individually or in the aggregate, to the Business, operations, assets, prospects or financial condition of PPPI.

3.24. Inventory . All inventory of the Seller Companies, including, without limitation, all inventory of PPPI shown on the Latest Balance Sheet and all inventory of PPPI thereafter created or acquired by PPPI prior to the Closing Date, has been created or acquired in the ordinary course of business, subject to the reserves set forth on PPPI’s books and records. The inventory disposed of subsequent to Balance Sheet Date has been disposed of only in the ordinary course of business.

3.25. Product Warranty . Except as set forth on Schedule 3.25, to the Knowledge of PPPI, each product or service sold, leased or delivered by PPPI since January 1, 2011 is and has been sold, leased or delivered in conformity in all material respects with all applicable contractual warranties. Except as set forth

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on Schedule 3.25 , there are no, and since January 1, 2011 there have been no, claims pending or, to the Knowledge of PPPI, threatened against PPPI with respect to any product warranty of PPPI that covers products manufactured by PPPI, since January 1, 2011.

3.26. Product Liability . Schedule 3.26 sets forth a true, correct and complete list and summary description of all pending or, to the Knowledge of PPPI, threatened claims arising from or alleged to arise from any injury to person or property as a result of the ownership, possession or use of any product manufactured, distributed or sold by PPPI since January 1, 2011.

3.27. Customers and Suppliers .

(a) Schedule 3.27(a) contains a true, correct and complete list of the top ten (10) currently active customers of the Seller Companies determined on a consolidated basis, as measured by total revenue to the Seller Companies for the calendar year ended December 31, 2013 (each such customer, a “ Top Customer ”). No Seller Company has received written notice, nor does PPPI have Knowledge, that any Top Customer intends to cancel, or otherwise materially and adversely modify its relationship with any Seller Company (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise.

(b) Schedule 3.27(b) contains a true, correct and complete list of the top ten (10) suppliers of the Seller Companies determined on a consolidated basis, as measured by total dollar volume of purchases by the Seller Companies for the calendar year ended December 31, 2013 and any other Sole Source Supplier (each such supplier, a “ Top Supplier ”). No Seller Company has received written notice, nor does PPPI have Knowledge, that any Top Supplier intends to cancel, or otherwise materially and adversely modify its relationship with any Seller Company (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise.

3.28. Accounts; Safe Deposit Boxes . Schedule 3.28 contains a true, correct and complete list of all bank and savings accounts and safe deposit boxes of PPPI and all persons authorized to sign thereon.

3.29. Brokers; Agents . No Seller Company and neither Shareholder has dealt with any agent, finder, broker or other representative in any manner which could result in PSI being liable for any fee or commission in the nature of a finder’s fee or originator’s fee in connection with the subject matter of this Agreement.

3.30. Affiliate Transactions . No Shareholder or any Affiliate of either Shareholder, and no officer or director of any Seller Company, is party to or bound by any Contract between such Person, on the one hand, and PPPI, on the other hand. No Shareholder nor any Affiliate of either Shareholder, or any officer or director of any Seller Company has any material interest in any material property or assets owned or leased by PPPI or used by PPPI in connection with the Business.

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3.31. Investor Status; Access to Information .

(a) Each of the Seller and each Shareholder is (i) an “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act and (ii) is acquiring the PSI Shares for its own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof other than in compliance with the Securities Act and other applicable securities laws. Each of the Seller and each Shareholder has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits, risks and other considerations relating to the acquisition and ownership of the PSI Shares. Each of the Seller and each Shareholder has made its own legal, tax, accounting and financial evaluation of the merits, risks and other considerations relating to the acquisition and ownership of the PSI Shares and each of the Seller and each Shareholder is able to bear the risks associated with the acquisition and ownership of the PSI Shares.

(b) Each of the Seller and each Shareholder has been provided an opportunity to ask questions of, and has received answers satisfactory from, PSI and its representatives regarding the PSI Shares, and has obtained a copy of all information from PSI and its representatives that the Seller and each such Shareholder deems necessary with respect to the PSI Shares. Each of the Seller and each Shareholder acknowledges that the PSI Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

(c) The representations and warranties of the Seller and the Shareholders contained in this Section 3.31 shall not, in any way, limit the representations and warranties of PSI made pursuant to Article IV , below.

3.32. DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES . EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III AS QUALIFIED BY THE DISCLOSURE SCHEDULE, NONE OF THE SELLER COMPANIES OR ANY SHAREHOLDER, NOR ANY AFFILIATE OF THE SELLER COMPANIES OR ANY SHAREHOLDER, NOR ANY OTHER PERSON, INCLUDING ANY REPRESENTATIVE OF THE SELLER COMPANIES, OR ANY SHAREHOLDER, ON BEHALF OF THE SELLER COMPANIES OR ANY SHAREHOLDER MAKES ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (A) THE SELLER COMPANIES OR THE SHAREHOLDERS OR THEIR RESPECTIVE AFFILIATES, (B) THE BUSINESS OR THE OPERATIONS, ASSETS, PROSPECTS OR FINANCIAL CONDITION OF ANY SELLER COMPANY (C) THE INCOME POTENTIALLY TO BE DERIVED FROM THE BUSINESS OF ANY SELLER COMPANY OR THE VALUE OF THE BUSINESS OF ANY SELLER COMPANY, (D) THE PPPI STOCK, (E) THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY ANCILLARY AGREEMENT OR (F) ANY OTHER MATTER WHATSOEVER.

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ARTICLE IV

Warranties and Representations of PSI

PSI hereby warrants and represents to the Seller and the Shareholders, which warranties and representations shall survive the Closing, that the following statements are true and correct as the date hereof:

4.1. Authority . PSI is a corporation validly existing and in good standing under the laws of the State of Delaware. PSI has the organizational power and authority to own or lease its properties and assets and to carry on all business activities currently conducted by it. PSI has the organizational power and authority to enter into this Agreement and the Ancillary Agreements to be signed by it and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which PSI is a party, the performance by PSI of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby or thereby by PSI (to the extent a party thereto) have been duly and validly authorized by all necessary organizational action on the part of PSI, and the execution, delivery and performance by PSI of this Agreement and each Ancillary Agreement to which PSI is a party does not require any further authorization or consent of PSI. This Agreement has been, and each Ancillary Agreement to be signed by PSI will be, duly and validly executed and delivered by an authorized representative of PSI and this Agreement and such Ancillary Agreements are and shall constitute valid and legally binding obligations of PSI (to the extent a party thereto) enforceable against PSI (to the extent a party thereto) in accordance with their respective terms, subject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law).

4.2. No Conflict . Neither the execution and delivery of this Agreement or any of the Ancillary Agreements by PSI (to the extent a party thereto) nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by PSI will (a) contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of PSI; (b) contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which PSI is subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) violate or conflict with, result in a default or an event of default under, or give any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any material Contract to which PSI is a party, by which PSI or its assets is bound, or of which PSI is a beneficiary. No action, consent, approval, order or authorization of, or registration, declaration or filing by PSI with any Governmental Body is required to be obtained or made in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by PSI, or the consummation by PSI of any of the transactions contemplated hereby or thereby.

4.3. Proceedings . There is no Proceeding pending or, to the knowledge of PSI, threatened against PSI which questions the validity of this Agreement or the ability of PSI to consummate the transactions contemplated hereby and under the Ancillary Agreements.

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4.4. Diligence . PSI has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the PPPI Stock. PSI confirms that it has conducted such investigations of the Seller Companies and their businesses as it deems necessary in connection with the execution of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. In connection with such investigation, PSI and its Representatives may have received from or on behalf of the Seller Companies certain estimates, budgets, forecasts, plans and financial projections (“ Forward-Looking Statements ”), and PSI hereby acknowledges that (i) there are uncertainties inherent in making Forward-Looking Statements and (ii) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished to it and its Representatives (including the reasonableness of the assumptions underlying such Forward-Looking Statements where such assumptions are explicitly disclosed). PSI further acknowledges that neither PPPI, any Seller Company nor any other Person has made or is making any representation or warranty with respect to any Forward-Looking Statements.

4.5. PSI Shares . The PSI Shares, when delivered to the Shareholders in accordance with the terms of this Agreement, will (a) be duly authorized, validly issued, fully paid and nonassessable, (b) convey to the Shareholders good and valid title to the PSI Shares, free and clear of any and all Liens (except for restrictions on transfer under applicable Legal Requirements (including securities laws)) and (c) not be issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. Assuming the accuracy of the representations provided by each Shareholder pursuant to clauses (i) and (ii) of Section 3.31(a) , the offer, issuance, sale and delivery of the PSI Shares pursuant to the terms of this Agreement will be (x) in compliance with all applicable state and federal securities laws, (y) exempt from the registration requirements under the Securities Act and (z) exempt from all applicable state securities law registration and qualification requirements.

4.6. Brokers; Agents . PSI has not dealt with any agent, finder, broker or other representative in any manner which could result in the Seller, PPPI or the Shareholders being liable for any fee or commission in the nature of a finder’s or originator’s fee in connection with the subject matter of this Agreement.

4.7. SEC Reports; Financial Statements .

(a) Since January 1, 2013 through the date of this Agreement, PSI has timely filed all reports, schedules, forms, registration statements and other documents required to be filed by it with the SEC pursuant to the requirements of the Exchange Act (all of the foregoing, together with any other reports, schedules, forms, registration statements and other documents filed by PSI with the SEC since January 1, 2013 and prior to the date of this Agreement (including in each case all exhibits included therewith and financial statements and schedules thereto and documents incorporated by reference therein) being referred to herein as the “ SEC Documents ” and PSI’s balance sheet as of December 31, 2013, as included in PSI’s annual report on Form 10-K for the period then ended, as filed with the SEC on February 28, 2014, being referred to herein as the “ PSI Balance Sheet ”). As of its respective date and, except to the extent that any SEC Document(s) has been revised, updated or superseded by a later filed SEC Document, as of the date of this

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Agreement, each SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document. None of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. PSI has not received any written comments from the SEC staff with respect to the SEC Documents that have not been resolved to the satisfaction of the SEC staff.

(b) As of their respective dates, the consolidated audited financial statements of PSI and its Subsidiaries included in the SEC Documents, including the notes thereto, and the PSI Balance Sheet, complied as to form in all material respects with applicable accounting requirements and the securities laws with respect thereto. Such consolidated audited financial statements and the PSI Balance Sheet have been prepared in accordance with GAAP, consistently applied, during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto) and fairly present in all material respects the financial position of PSI and its Subsidiaries as of the dates thereof and the results of its or their operations and cash flows, as applicable, for the periods then ended.

ARTICLE V

Disclosure Schedule

5.1. Disclosure Schedule . The schedules and information set forth in the Disclosure Schedule refer to the section or paragraph of this Agreement to which such schedule and information is responsive and each other section and/or paragraph in which the applicability thereof is reasonably apparent on its face. All capitalized terms used in the Disclosure Schedule and not otherwise defined therein shall have the same meanings as are ascribed to such terms in this Agreement. The Disclosure Schedule shall not vary, change or alter the literal meaning of the representations and warranties contained in this Agreement, other than creating exceptions thereto which are responsive to the language of the warranties and representations contained in this Agreement.

ARTICLE VI

Covenants

6.1. Cooperation . PSI and the Shareholders shall cooperate with each other and shall cause their respective Representatives to cooperate with each other after the Closing to ensure the orderly transition of the ownership of PPPI and control of its business to PSI and to minimize any disruption to the business of PPPI that might result from the transactions contemplated hereby.

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6.2. Records/Personnel .

(a) PSI will retain (or cause PPPI to retain) the Records delivered to it by PPPI or its Affiliates or Representatives in accordance with its internal records retention policy and applicable Legal Requirements. Following the Closing and upon reasonable notice and request by any Shareholder and upon execution of a customary confidentiality agreement, PSI, during normal business hours, shall permit any Representative of the Shareholders to examine, copy and make extracts from all Records, all without cost, surcharge or expense to the Shareholders other than reasonable copy charges, to the extent reasonably required in connection with any Tax matters to which such access is reasonably relevant; provided , that neither Shareholder, nor any Representative of such Shareholder, shall be permitted to examine, copy or make extracts from any Records in the event that such Shareholder is involved with a business that is, or could reasonably be expected to be, competitive with PPPI.

(b) For a period of three (3) years following the Closing, PSI shall, at the sole cost and expense of the Shareholders, make employees of PPPI available to the Shareholders and their Representatives at such employee’s normal business location and during such employee’s normal business hours to provide the Shareholders with reasonable assistance in connection with the following, so long as such assistance is not unreasonably disruptive of PPPI:

(i) Responding to inquiries from or audits by or required by any Governmental Body or assisting in connection with any Legal Requirement, including preparation of responses and other required documents;

(ii) Providing support and information in connection with any accounting requirements or preparing appropriate financial statements including the Final Working Capital Statement and Final Excluded Liabilities Statement;

(iii) Providing support and information necessary for preparing Tax Returns for periods prior to and including the years ending on or prior to the Closing Date;

(iv) Providing support and information to respond to any Tax inquiries, audits or other Proceedings for any period or partial period prior to the Closing Date; and

(v) Providing other assistance of a similar nature as may be reasonably required by a Shareholder or the Seller Representative.

6.3. Publicity . Following the Closing, (a) nothing contained herein shall prohibit or otherwise restrict PSI from issuing any public release or announcement with respect to the business and affairs of PPPI, including any release or announcement required by applicable Legal Requirements (including the requirements of any applicable stock exchange rules) and (b) neither the Seller nor any Shareholder shall issue or cause to be issued any report, statement or press release or otherwise make any public statement with respect to this Agreement and the transactions contemplated hereby without the prior written consent of PSI.

6.4. Execution of Additional Documents . From time to time after the Closing, as and when requested by a party hereto, each party hereto shall execute and deliver, or cause to be executed and delivered, all such documents and instruments, and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

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6.5. Officer and Director Indemnification . PSI and PPPI shall, for a period of six (6) years after the Closing Date, unless otherwise required by applicable Legal Requirements, jointly and severally indemnify and hold harmless against all losses, claims, damages, expenses or liabilities, and provide advancement of expenses in advance of the final disposition of any such claim or proceeding to, all past and present directors, officers and employees of PPPI (in all their capacities as such) to the fullest extent permitted by Legal Requirements for acts or omissions occurring at or prior to the Closing Date; provided , that in the event any claim is asserted or made within such six (6) year period, all rights hereunder in respect of such claim shall continue until disposition thereof. The parties acknowledge and agree that if any PSI Indemnified Party is entitled to indemnification under Article VII hereunder with respect to the act, omission, claim, event or other Proceeding resulting in indemnification (or advancement of expenses) obligations of PSI and PPPI under this Section 6.5 , the costs and expenses incurred by PSI and PPPI in providing such indemnification (or advancement of expenses) shall be included within the Losses for which the PSI Indemnified Party is entitled to indemnification under Article VII . PSI shall further cause PPPI to maintain for a period of six (6) years from the Closing Date the current policy of officer and director’s liability insurance maintained by PPPI (provided that PSI may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are, in the aggregate, no less advantageous to the insured than the current policies maintained by PPPI) with respect to claims arising from facts or events that occurred prior to the Closing Date.

6.6. Issuance of PSI Shares .

(a) No later than the earlier of March 31, 2015 and thirty (30) calendar days following PSI’s filing with the Securities and Exchange Commission of its Annual Report on Form 10-K for the year ended December 31, 2014, PSI shall deliver to the Seller Representative a statement (the “ Calculation Statement ”) setting forth PSI’s calculation of the PPPI EBITDA and the number of PSI Shares to be issued to the Seller (or the Shareholders, if designated by the Seller) in accordance with the formula set forth in Section 6.6(b) , below. During the thirty (30) calendar period following delivery of the Calculation Statement, PSI shall promptly furnish to the Seller Representative such financial, operating and other data and information related to the preparation of the Calculation Statement and the calculation of the PPPI EBITDA and the number of PSI Shares to be issued to the Seller (or the Shareholders, if designated by the Seller) as the Seller Representative may reasonably request. Within thirty (30) calendar days after receipt of the Calculation Statement from PSI, the Seller Representative must notify PSI of any objections to PSI’s calculation of the PPPI EBITDA and the number of PSI Shares to be issued to the Seller (or the Shareholders, if designated by the Seller) and the basis for such disagreements. If the Seller Representative does not notify PSI within such thirty (30) calendar day period that the Seller Representative has any objections to the Calculation Statement or PSI’s calculation of the PPPI EBITDA or the number of PSI Shares to be issued to the Seller (or the Shareholders, if designated by the Seller), then the PPPI EBITDA and the number of PSI Shares as set forth in the Calculation Statement shall be final hereunder. If the Seller Representative does notify PSI within such thirty

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(30) calendar day period that the Seller Representative has any such objection, then PSI and the Seller Representative shall use their good faith efforts to attempt to resolve such disputed items within thirty (30) calendar days after receipt by PSI of the Seller Representative’s notice of dispute. If PSI and the Seller Representative are unable to resolve the disputed items within thirty (30) calendar days after receipt by PSI of the Seller Representative’s notice of dispute, then PSI and the Seller Representative shall jointly engage the Milwaukee, Wisconsin office of Grant Thornton LLP to resolve finally such disputed items. If the Milwaukee, Wisconsin office of Grant Thornton LLP is unwilling or unable to serve in such capacity (either due to a conflict of interest or otherwise), then PSI and the Seller Representative shall negotiate in good faith for a period of fifteen (15) calendar days to select an Independent Accounting Firm to resolve finally such disputed items. If PSI and the Seller Representative are unable to jointly select an Independent Accounting Firm, then each of PSI and the Seller Representative shall select an Independent Accounting Firm, and such two Independent Accounting Firms shall select a third Independent Accounting Firm, and such third Independent Accounting Firm shall resolve finally such disputed items. The scope of the Independent Accounting Firm’s engagement shall be limited to the resolution of the disputed items described in the Seller Representative’s notice of dispute, in each case in accordance with GAAP, and the recalculation, if any, of the PPPI EBITDA and the number of PSI Shares to be issued to the Seller (or the Shareholders, if designated by the Seller) in light of such resolution; provided , that the Independent Accounting Firm shall not assign a dollar amount to any item in dispute greater than the greatest dollar amount for such item assigned by PSI, on the one hand, or the Seller Representative, on the other hand (as applicable), or lower than the lowest dollar amount for such item assigned by PSI, on the one hand, or the Seller Representative, on the other hand (as applicable). The determination of the Independent Accounting Firm shall be made as promptly as possible and shall be final and binding upon the parties, absent manifest error. Each party hereto shall be permitted to submit such data and information relating to the unresolved disputed items described in the Seller Representative’s notice of dispute to the Independent Accounting Firm as such party deems appropriate. The expenses and fees of the Independent Accounting Firm shall be paid by PSI, on the one hand, and the Seller Representative on behalf of the Seller, on the other hand, based upon the percentage that the amount not actually awarded to such party bears to the amount actually contested by such party. The PPPI EBITDA and the number of PSI Shares to be issued to the Seller (or the Shareholders, if designated by the Seller) as finally agreed by the parties or as determined by the Independent Accounting Firm as described herein shall be the PPPI EBITDA and the number of PSI Shares to be issued to the Seller (or the Shareholders, if designated by the Seller) for all purposes hereof.

(b) Once the PPPI EBITDA has been finally determined in accordance with Section 6.6(a) , above, or, if applicable, Section 6.6(c) , below, PSI shall promptly (and in no event more than one (1) Business Day following such determination in the event of a Section 6.6(a) issuance, and in the event of a Section 6.6(c) issuance, the PSI Shares shall be delivered immediately prior to the closing of the Change of Control as provided in Section 6.6(c) , below) issue to the Seller (or the Shareholders, if designated by the Seller) a number of shares of PSI common stock (the “ PSI Shares ”) equal to the product of the Base Shares multiplied by a fraction (the “ Multiple ”), the numerator of which is the PPPI

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EBITDA and the denominator of which is $6,700,000, less the number of PSI Shares issued to the Seller, if any, pursuant to Section 6.6(e) ; provided , that if the calculation of the Multiple results in a number that is less than 0.5, then the Multiple shall be deemed to be 0.5 for all purposes under this Agreement, and if the calculation of the Multiple results in a number that is greater than 1.5, then the Multiple shall be deemed to be 1.5 for all purposes under this Agreement. For the avoidance of doubt, PSI shall not be required to issue PSI Shares with respect to PSI Shares relating to that portion of the PPPI EBITDA then in dispute, until the PPPI EBITDA and the number of PSI Shares to be issued to the Seller (or the Shareholders, if designated by the Seller) is finally agreed to by the parties or determined by the Independent Accounting Firm as set forth in Section 6.6(a) , above or, if applicable, Section 6.6(c) , below, with respect to such portion of disputed PPPI EBITDA; provided , however , that PSI shall issue all PSI Shares to the Seller (or the Shareholders, if designated by the Seller) that do not relate to that portion of PPPI EBITDA then in dispute on the date the PSI Shares are to be issued pursuant to the first sentence of this Section 6.6(b) .

(c) Notwithstanding the foregoing, if a Change of Control occurs prior to the date on which the PSI Shares have been issued to the Seller (or the Shareholders, if designated by the Seller) pursuant to Section 6.6(a) and Section 6.6(b) , above, then the number of PSI Shares to be issued to the Seller (or the Shareholders, if designated by the Seller) pursuant to this Section 6.6 shall be resolved prior to consummation of such Change of Control, in accordance with this Section 6.6(c) and Section 6.6(b) , above. In connection with any such Change of Control, PSI will notify the Seller Representative in writing of such Change of Control on or before the tenth (10th) Business Day following PSI’s first public announcement thereof. Such notice will include a calculation of PPPI EBITDA for the period through and including the earlier of December 31, 2014 or the last day of the calendar month immediately preceding the first public announcement of such pending Change of Control, and if such period ends prior to December 31, 2014, the corresponding PPPI EBITDA shall be annualized (e.g., if the Change of Control is publicly announced in October 2014, then the PPPI EBITDA shall be determined through September 30, 2014, divided by nine (9) and then multiplied by twelve (12)). In such case, PSI’s determination of PPPI EBITDA and the corresponding number of PSI Shares (to be determined in accordance with the formula set forth in Section 6.6(b) ) provided in the notice of Change of Control delivered pursuant to this Section 6.6(c) shall be subject to the same information delivery obligations and objection and dispute mechanisms set forth in Section 6.6(a) , above, provided that for such purposes, (i) the delivery of the notice of Change of Control delivered pursuant to this Section 6.6(c) shall be deemed to be delivery of the Calculation Statement and (ii) all references to thirty (30) and/or fifteen (15) calendar day periods shall be deemed to have been replaced with references to five (5) calendar day periods. Immediately prior to such Change of Control, but subject to the closing thereof, PSI shall deliver the number of PSI Shares as finally determined pursuant to this Section 6.6(c) and Section 6.6(b) , above. For the avoidance of doubt, the provisions of this Section 6.6(c) shall only apply in the event that a Change of Control is consummated prior to the date in which the Seller shall have otherwise been issued PSI Shares in accordance with Section 6.6(a) and Section 6.6(b) , above, and the parties acknowledge and agree that compliance with this Section 6.6(c) shall not supersede or replace the obligations of the parties to continue compliance with Section 6.6(a) (it being

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understood that the procedures set forth in both Section 6.6(a) and Section 6.6(c) shall be complied with simultaneously if the circumstances so arise), and the delivery of a notice of Change of Control delivered pursuant to this Section 6.6(c) shall not affect the delivery of PSI Shares pursuant to Section 6.6(a) and Section 6.6(b) in any way unless a Change of Control is, in fact, consummated prior to the date in which the PSI Shares would otherwise be issued to the Seller pursuant to Section 6.6(a) and Section 6.6(b) .

(d) During the period commencing on the date of this Agreement and ending on the earlier of December 31, 2014 and the date on which a Change of Control closes (such period, the “ Measurement Period ”), PSI covenants and agrees that it and its Affiliates will (i) use its and their commercially reasonable efforts to maintain the assets and properties of PPPI in good working order and condition, (ii) operate PPPI in good faith, (iii) not take any action or omit to take any action the purpose of which is avoiding or reducing the amount of the PPPI EBITDA for the Measurement Period (notwithstanding anything to the contrary contained herein, the covenant set forth in this subsection (iii) shall survive until all PSI Shares to be issued pursuant to Section 6.6 have been issued), (iv) not cause PPPI to shift any sales of PPPI to PSI or any of its Affiliates, and (vii) maintain PPPI as a separate operating company except to the extent that PPPI may be merged, amalgamated, reorganized or restructured within PSI and its Affiliates in a more tax efficient way for PSI and its Affiliates as a whole or PSI reasonably considers that the same is necessary to protect its legitimate business interests, provided that in any such event the financial results of PPPI after completion of any such merger, amalgamation, reorganization or restructuring are separately identifiable for the purposes of determining the PPPI EBITDA and the determination of the PSI Shares issuable hereunder is equitably adjusted to account for such merger, amalgamation, reorganization or restructuring. If PSI and or PPPI should be in breach of this Section 6.6(d) , the Seller and Shareholders shall have the right to claim the amount by which the PSI Shares issuable to them was reduced as a result of the breach.

(e) If, during the Measurement Period, PPPI terminates the employment of either Ken Trent or Carl Trent without Cause (as defined in the applicable Executive Employment Agreement) such that following such without Cause termination, either Ken Trent or Carl Trent is not employed by PPPI, then, within ten (10) days following such termination, PSI shall issue to the Seller (or the Shareholders, if designated by the Seller), a number of PSI Shares equal to the product of the Base Shares multiplied by 0.5. Except with the prior written consent of each Shareholder, PSI may not, at any time during the Measurement Period, (i) consummate the sale of more than fifty percent (50%) of the voting stock of PPPI to one or more Persons other than Affiliates of PSI, or consummate any merger or consolidation of PPPI with any other Person other than PSI or its Affiliates or (ii) liquidate or dissolve PPPI or consummate the sale of all or substantially all of the assets of PPPI to one or more Persons other than PSI or its Affiliates; provided , that the foregoing restrictions shall not prohibit, or in any way restrict PSI’s ability to consummate, a Change of Control.

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(f) PSI covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved common stock, solely for the purposes of enabling it to issue the PSI Shares hereunder, a number of shares of common stock equal to the maximum number of PSI Shares issuable hereunder. All references to PSI Shares pursuant to this Agreement, including issuance thereof, shall be subject to an equitable adjustment in the event of any stock splits, stock dividends, recapitalizations and any other similar actions affecting the capital stock of PSI.

6.7. Release . Effective as of the Closing, the Seller and each Shareholder, on behalf of itself or himself, as applicable, and its or his, as applicable, Affiliates (other than PPPI) and, in the case of the Seller, the Seller’s officers, directors, equityholders, managers, shareholders, partners, heirs, beneficiaries, successors and permitted assigns (the “ Releasing Parties ”) hereby irrevocably and unconditionally waives, releases and forever discharges PPPI and each of its past and present directors, officers, employees and agents (the “ Released Parties ”) from any and all claims, actions, causes of action, suits, debts, damages, liabilities or other obligations of any kind or nature whatsoever, known and unknown, matured or unmatured, existing or claimed to exist, both at law and in equity (collectively, “ Claims ”) of any Releasing Party against any Released Party arising on or prior to the Closing Date that arise out of or are related to such Releasing Party’s status as a stockholder, officer or director of PPPI or any agreement between the Seller or such Shareholder or any of their respective Affiliates, on the one hand, and PPPI, on the other; provided, however, that nothing contained in this Section 6.7 will be interpreted to release any Released Party from any Claims (a) arising under this Agreement or any Ancillary Agreement, (b) if such Releasing Party was an employee of PPPI or any of its Subsidiaries prior to Closing, relating to compensation and benefits under any Plan of PPPI or the reimbursement of expenses that are due but unpaid prior to the Closing Date or (c) any right of contribution, indemnification or advancement of expenses under any directors’ and officers’ insurance policy of PPPI that was in effect immediately prior to the Closing.

6.8. Environmental Matters . The Seller and the Shareholders shall assume full responsibility for addressing and resolving the matters listed on Exhibit 7.1(g) in compliance with all applicable Environmental Laws and in a manner that does not unreasonably interfere with the business and operations of PPPI. PSI shall provide, or cause PPPI to provide, the Seller, the Shareholders and their consultants with access to the Leased Real Estate for performance of their obligations under this Section 6.8 at reasonable, mutually agreed times.

6.9. Further Assurances . From time to time, as and when requested by any party, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as the requesting Party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement and the Ancillary Agreement. Without limitation of the foregoing, the Shareholders shall, and shall cause their Affiliates to, provide such cooperation and assistance as PSI may request, and at PSI’s sole cost and expense, in connection with the preparation and audit of PSI’s consolidated annual financial statements, the preparation and review of any interim consolidated financial statements, the preparation of any related disclosures, discussion or analysis, and the preparation and filing or submission of any filings or reports with the SEC. Further, the Shareholders agree to provide to (a) the independent public accounting firm (the “ Auditor ”) auditing or reviewing PSI’s financial statements, as and when requested by PSI or the Auditor, letters of representation and any other certifications reasonably requested by PSI and/or the Auditor and (b) the Target Auditor, as and when requested by PSI or the Target Auditor, letters of representation and any other certifications reasonably requested by PSI and/or the Target Auditor.

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ARTICLE VII

Indemnification of PSI Indemnified Parties

7.1. Indemnification of PSI Indemnified Parties . Subject to the limitations, conditions and restrictions set forth in this Agreement, the Seller and Shareholders shall indemnify and hold harmless PSI and its Affiliates (including, following the Closing, PPPI) (collectively, the “ PSI Indemnified Parties ”) from and against any and all Losses of or against the PSI Indemnified Parties to the extent resulting from or arising out of:

(a) any breach of any representation or warranty made by the Seller, PPPI or the Shareholders in this Agreement or in any Ancillary Agreement delivered hereunder on the part of the Seller, PPPI or the Shareholders;

(b) any breach or non-fulfillment of any agreement or covenant of the Seller or the Shareholders contained in this Agreement;

(c) any Pre-Closing Taxes or Taxes relating to the Reorganization;

(d) any Excluded Liability that is not satisfied in full at the Closing;

(e) any of the matters set forth on Exhibit 7.1(e) ;

(f) the Reorganization and any action taken or omitted to be taken in connection therewith by any of the Shareholders, the Seller Companies or any of their respective Representatives; or

(g) the Excluded Environmental Matters.

7.2. Procedure Relative to Indemnification . In the event that a PSI Indemnified Party is entitled to be indemnified pursuant to the terms of this Article VII , such PSI Indemnified Party shall notify the Seller Representative in writing of such claim (a “ Claim Notice ”) promptly after the PSI Indemnified Party receives notice of any action, Proceeding, demand, assessment, claim, loss, liability or damages, whether or not involving any claim of a third party, that may reasonably be expected to result in a claim for indemnification by the PSI Indemnified Party against the Seller and Shareholders; provided , that any failure to give such notification on a timely basis shall not relieve the Seller and Shareholders from their obligation to indemnify any PSI Indemnified Party hereunder except to the extent that such failure to provide such notification actually prejudices the ability of the Seller Representative to defend against such claim. The Claim Notice shall specify the basis for the indemnification obligation and, to the extent reasonably ascertainable, the Losses incurred by, or, to the extent ascertainable, anticipated to be incurred by, the PSI Indemnified Party on account thereof.

(a) The following provisions shall apply to claims of the PSI Indemnified Party which are based upon a claim of a third party (a “ Third Party Claim ”) (including any form of Proceeding filed or instituted by any Governmental Body).

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(i) The Seller Representative shall have the right, upon receipt of the Claim Notice and at his expense, to defend such Third Party Claim in his own name (on behalf of the Seller and Shareholders) or, if necessary, in the name of the PSI Indemnified Party, upon delivery to the PSI Indemnified Party, within thirty (30) days after receipt of the Claim Notice, of (A) an irrevocable acknowledgment and agreement that any Losses resulting therefrom shall, subject to the limitations set forth in this Article VII , be indemnifiable Losses for which the PSI Indemnified Party is entitled to indemnification under this Article VII and (B) reasonable evidence that the Seller Representative is and will be able to fund the defense of such Third Party Claim; provided , however , that if the Third Party Claim involves a matter solely of concern to the PSI Indemnified Party in addition to the claim for which indemnification under this Article VII is being sought, such matter of sole concern shall be within the sole responsibility and expense of the PSI Indemnified Party and its counsel. Notwithstanding the foregoing, the Seller Representative shall not have the right to defend any Third Party Claim if (1) such Third Party Claim involves criminal liability or any issue relating to Taxes or seeks an injunction or other equitable relief, (2) there are legal defenses available to the PSI Indemnified Party that are different from or in addition to those available to the Seller Representative or (3) the PSI Indemnified Party has been advised by counsel that an actual or potential conflict of interest exists between the PSI Indemnified Party and the Seller Representative in connection with the defense of such Third Party Claim.

(ii) The PSI Indemnified Party will cooperate with and make available to the Seller Representative such assistance (including access to employees) and materials as may be reasonably requested of the PSI Indemnified Party, and the PSI Indemnified Party shall have the right, at the PSI Indemnified Party’s expense, to participate in the defense of any Third Party Claim. The Seller Representative shall have the right to settle and compromise such claim only with the consent of the PSI Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless: (A) such settlement provides the PSI Indemnified Party with a full and unconditional release from such Third Party Claim; (B) such settlement does not involve any finding or admission of any violation of any Legal Requirements and (C) the sole relief provided in such settlement is monetary damages that do not exceed an amount equal to (i) Four Million Five Hundred Thousand Dollars ($4,500,000) plus (ii) the Basket Amount (which, for clarity, shall remain the applicable PSI Indemnified Parties’ responsibility) less (iii) an amount equal to the aggregate amount of all Losses for which a PSI Indemnified Party has submitted a Claim Notice as of the date of such settlement.

(iii) In the event the Seller Representative notifies the PSI Indemnified Party that the Seller Representative does not wish to defend the Third Party Claim, then the PSI Indemnified Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim only with the consent of the Seller Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

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(b) Upon receipt of a Claim Notice that does not involve a Third Party Claim, the Seller Representative shall have thirty (30) calendar days from the receipt of such Claim Notice to notify the PSI Indemnified Party that the Seller Representative disputes such claim. If the Seller Representative does not timely notify the PSI Indemnified Party of such dispute, then the amount of such claim shall be deemed, conclusively, a liability of the Seller and Shareholders. If the Seller Representative does timely notify the PSI Indemnified Party of such dispute, then the PSI Indemnified Party shall have thirty (30) calendar days to respond in a written statement to the objection of the Seller Representative. If, after such thirty (30) calendar day period, there remains a dispute as to any such claim, then the PSI Indemnified Party and the Seller Representative shall attempt in good faith for a period not to exceed thirty (30) additional calendar days to agree upon the rights of the respective parties with respect to such claim. If the parties should so agree, then a memorandum setting forth such agreement shall be prepared and signed by PSI and the Seller Representative on behalf of the Seller and Shareholders. If the parties do not agree within such additional thirty (30) calendar day period, then the PSI Indemnified Party may pursue any and all other remedies available to it hereunder.

(c) In the event that a court, arbitrator or other judicial body of competent jurisdiction finally determines (that is, such final determination is not appealable), or the Seller Representative agrees, that the PSI Indemnified Party is entitled to indemnification hereunder for such claim at a time prior to the Settlement Date, then, except solely as it relates to the Excluded Items as described in Section 7.3(b) , below, and except as set forth in Section 12.3 , below, the PSI Indemnified Parties’ sole and exclusive remedy shall be for PSI to reduce the number of PSI Shares to be issued on the Settlement Date by a number of PSI Shares equal to the amount of the Losses for which the PSI Indemnified Party is entitled to indemnification hereunder for such claim, whether the same shall be enforced by suit or otherwise, divided by the Base Price; provided , however , that, subject to Section 7.3(b) , below, in no event shall the number of PSI Shares issued on the Settlement Date be reduced by more than 59,194 shares (as equitably adjusted for any stock splits, stock dividends, recapitalizations or other similar transactions occurring after the date hereof).

(d) In the event that a court, arbitrator or other judicial body of competent jurisdiction finally determines (that is, such final determination is not appealable), or the Seller Representative agrees, that the PSI Indemnified Party is entitled to indemnification hereunder for such claim at a time on or following the Settlement Date, then the Seller and the Shareholders shall remit and transfer back to PSI, on behalf of the applicable PSI Indemnified Party, a number of PSI Shares equal to the amount of the Losses for which the PSI Indemnified Party is entitled to indemnification hereunder for such claim, whether the same be enforced by suit or otherwise, divided by the Base Price; provided , however , that, subject to Section 7.3(b) , below, in no event shall the number of PSI Shares required to be transferred to PSI pursuant to this Section 7.2(d) , when combined with any reduction in the number of PSI Shares issued on the Settlement Date pursuant to Section 7.2(c) , exceed, in the aggregate, 59,194 shares (as equitably adjusted for any stock splits, stock dividends, recapitalizations or other similar transactions occurring after the date hereof).

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(e) To the extent that the aggregate value of the PSI Shares (determined based on the volume-weighted average trading price for PSI’s common stock used in calculating the number of Base Shares (as equitably adjusted for any stock splits, stock dividends, recapitalizations or other similar transactions occurring after the date hereof)) owned by the Seller and the Shareholders as of the date that such claim for indemnification is finally determined is less than the amount of Losses for which the PSI Indemnified Party is entitled to indemnification hereunder for such claim, then, in addition to their obligations under Section 7.2(d) , the Seller and the Shareholders shall pay to the applicable PSI Indemnified Party, by wire transfer of immediately available funds, an amount equal to the amount by which such Losses exceed the aggregate value of the PSI Shares previously transferred to PSI pursuant to this Section 7.2(e) , net of any taxes, brokerage fees and other costs and expenses actually incurred by the Seller or the Shareholders in connection with the sale of the PSI Shares previously owned thereby; provided , however , that, subject to Section 7.3(b) , below, in no event shall the Seller and the Shareholders be required to pay in the aggregate to the PSI Indemnified Parties pursuant to this Section 7.2(e) , an amount greater than (i) Four Million Five Hundred Thousand Dollars ($4,500,000) minus (ii) the result of (A) (I) the PSI Shares withheld from issuance pursuant to Section 7.2(c) plus (II) all PSI Shares previously transferred to PSI pursuant to Section 7.2(d) , multiplied by (B) the Base Price.

(f) In the event it is determined, or the PSI Indemnified Party agrees, that the PSI Indemnified Party is not entitled to indemnification hereunder for any claim made by a PSI Indemnified Party, the PSI Indemnified Party agrees to pay all costs, expenses and fees, including reasonable attorneys’ fees, which may have been incurred by the Seller Representative in defending and/or disputing the claim for indemnification by the PSI Indemnified Party under this Article VII .

7.3. Limits on Indemnification .

(a) De minimis Amount and Basket Amount . Notwithstanding anything contained in this Agreement to the contrary, the PSI Indemnified Parties shall not be entitled to indemnification hereunder with respect to any Losses pursuant to Section 7.1 , above, unless and until the aggregate amount of Losses from a single claim of indemnification exceeds Ten Thousand Dollars ($10,000) (the “ De minimis Amount ”) (it being understood that if a common or related set of occurrences, events or set of facts results in Losses, then such Losses shall be aggregated for purposes of determining whether the De minimis Amount has been satisfied) and unless and except to the extent that the aggregate Losses from all claims with respect thereto in excess of the De minimis Amount exceed, in the aggregate, Two Hundred Thirty Thousand Dollars ($230,000) (the “ Basket Amount ”), and then indemnification hereunder shall be only to the extent such Losses exceed the Basket Amount. The parties agree that the De minimis Amount is to serve as a “trigger” for indemnification (and not a deductible) and the Basket Amount is to serve as a “deductible”. Notwithstanding the foregoing, the De Minimis Amount and the Basket Amount shall not apply to limit the indemnification to which the PSI Indemnified Parties may be entitled for Losses to the extent that such Losses arise out of or relate to (i) any misrepresentation or breach of any Fundamental Representation, (ii) any misrepresentation or breach of the representations and warranties set forth in

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Section 3.14 (Taxes), (iii) any breach of a covenant or agreement made or to be performed by the Seller or Shareholders pursuant to this Agreement, (iv) any claim based upon fraud, (v) any Pre-Closing Taxes or Taxes relating to the Reorganization or any Excluded Liability that is not satisfied in full at the Closing, (vi) any of the matters set forth on Exhibit 7.1(e), (vii) any Excluded Environmental Matters (the matters referred to in clauses (i) through (vii), collectively, the “Excluded Items”) or (viii) the Reorganization.

(b) Sole Recourse; Maximum Amount of Indemnification . The PSI Indemnified Parties’ sole and exclusive source of recovery against the Seller and Shareholders for indemnification pursuant to Section 7.1 shall, except as set forth in Section 7.2(e) , be against the PSI Shares issued (or to be issued, as the case may be) to the Seller (or the Shareholders, if designated by the Seller) pursuant to Section 6.6 , and in no event shall the Seller and Shareholders’ obligation to provide indemnification for Losses under Section 7.1 above exceed, in the aggregate, Four Million Five Hundred Thousand Dollars ($4,500,000); provided , however , that the foregoing limitations shall not apply to Losses incurred by a PSI Indemnified Party to the extent that such Losses arise out of or relate to an Excluded Item. To the extent that a PSI Indemnified Party suffers a Loss arising out of or relating to an Excluded Item, such PSI Indemnified Party may seek recovery with respect to such Losses directly from the Seller and/or the Shareholders and, to the extent that such PSI Indemnified Party seeks recovery directly from the Seller and/or the Shareholders, the Shareholders shall provide indemnification with respect to such Losses on a joint and several basis; provided , that in no event shall the aggregate liability of the Seller and the Shareholders exceed the Purchase Price.

(c) Survival . Each of the warranties and representations of the Seller and Shareholders contained in this Agreement and in the Ancillary Agreements shall survive the Closing until the fifteen (15) month anniversary of the Closing Date (regardless of any applicable period of limitation under federal and state Legal Requirements applicable thereto); provided , however , that (i) the Fundamental Representations shall survive indefinitely, (ii) the warranties and representations contained in Section 3.14 (Taxes) and Section 3.17 (Benefit Plans) shall survive for the period of any applicable statute of limitations (including any extension thereof) plus ninety (90) days thereafter and (iii) the warranties and representations contained in Section 3.19 (Compliance with Environmental Laws) shall survive until the third anniversary of the date of this Agreement. All of the covenants of the Shareholders contained in this Agreement or in any Ancillary Agreement shall survive after the Closing in accordance with their terms. Any claim for indemnification under this Article VII that is made in writing prior to the expiration of the applicable survival period, and the rights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined and any claim for indemnification not submitted in writing to the Seller Representative prior to the expiration of the applicable survival period shall be deemed to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever, and no PSI Indemnified Party shall be entitled to indemnification hereunder with respect thereto.

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(d) Losses Net of Insurance and Tax Benefits . The amount of any Losses payable by the Seller and/or Shareholders under this Article VII shall be net of (i) any amounts actually received by the PSI Indemnified Party with any party other than the Seller and/or the Shareholders with respect to such Losses, whether insurance proceeds or otherwise (net of any deductible amounts, costs of collection and increases in premiums resulting therefrom) and (ii) any Tax benefit realized by the PSI Indemnified Party in the year of the Loss or the two (2) succeeding calendar years as a result of the incurrence or payment of such Loss by the PSI Indemnified Party (net of any Tax detriments to the PSI Indemnified Party in the year of the Loss or the two (2) succeeding calendar years and all out-of-pocket costs incurred by the PSI Indemnified Party arising out of the receipt of the payment for the Losses).

(e) Mitigation . Each PSI Indemnified Party shall take, and cause its Affiliates to take, all reasonable actions to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto; provided , that (i) any failure by a PSI Indemnified Party or any Affiliate of such PSI Indemnified Party to take any such actions shall not constitute a defense to, or in any way relieve the Seller or Shareholders of, the Seller and Shareholders’ obligations to indemnify the PSI Indemnified Party pursuant to this Agreement and (ii) in no event shall a PSI Indemnified Party be required to commence an action against any customer or supplier of PPPI in connection with the fulfillment of its obligations under this Section 7.3(e) .

(f) Materiality Qualifiers . For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty, the terms “material,” “materiality,” “Material Adverse Effect,” “in all material respects” or any similar qualification, term or phrase shall be given effect. For purposes of determining the amount of any Losses arising from a breach of any representation or warranty for which a PSI Indemnified Party is entitled to indemnification under Section 7.1 , the terms “material,” “materiality,” “Material Adverse Effect,” “in all material respects” or any similar qualification, term or phrase shall be disregarded; provided however , that this sentence shall not apply to (i) the use of the defined term “Material Contract”, (ii)  Section 3.12 , (iii) the reference to Material Adverse Effect in the first sentence of Section 3.18 , (iv) the definition of “Material Adverse Effect” and (v)  Section 3.27 .

(g) Taxes . Notwithstanding anything contained in this Agreement to the contrary, the PSI Indemnified Parties shall not have any right to indemnification with respect to, or based on, Taxes to the extent such Taxes (i) are attributable to a Tax period (or portion thereof) beginning after the Closing Date; (ii) are due to the unavailability in any Tax period (or portion thereof) beginning after the Closing Date of any Tax attribute from a Pre-Closing Tax Period; or (iii) result from transactions or actions taken by PSI or its Affiliates (including PPPI following the Closing) after the Closing that are not contemplated by this Agreement.

(h) Environmental Limitations . The PSI Indemnified Parties shall not be entitled to indemnification otherwise available under Section 7.1 with respect to any Losses to the extent such Losses arise as a result of or in connection with any post-Closing disclosure or reporting to any Governmental Body or other third party unless such disclosure or reporting is required by Environmental Law (including, as necessary, to obtain Permits required by Environmental Law), or required by binding Order issued by any Governmental Body or as may otherwise be agreed in writing by Seller Representative.

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7.4. Sole Remedy . Other than the right to specific performance set forth in Section 12.3 , below, the sole remedy of the PSI Indemnified Parties for any and all claims with respect to the transactions contemplated by this Agreement and the Ancillary Agreements shall be the indemnity set forth in Section 7.1 (pursuant to the provisions and subject to the limitations set forth in this Article VII ) and the PSI Indemnified Parties will not have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, against the Seller, any Shareholder, any Affiliate of the Seller or any Shareholder or any other Person, including any Representative of the Seller, PPPI or any Shareholder with respect to the transactions contemplated by this Agreement and the Ancillary Agreements, all of such remedies, entitlements and recourse being expressly waived by PSI to the fullest extent permitted by Legal Requirements.

7.5. No Duplication of Recovery . The PSI Indemnified Parties shall not be entitled to be compensated pursuant to this Article VII more than once for the same Loss(es). The PSI Indemnified Parties shall not be entitled to indemnification pursuant to this Article VII for Losses to the extent that PSI has received recovery for such item as a result of a Purchase Price Adjustment or to the extent PSI has received a credit for a reserve or otherwise for such item in the preparation of the Final Working Capital Statement.

ARTICLE VIII

Indemnification of the Shareholders

8.1. Indemnification of the Seller and Shareholders . PSI will indemnify the Seller and Shareholders, and each of their respective successors and assigns (collectively, the “ Seller Indemnified Parties ”) and hold each of them harmless from and against any and all Losses of or against the Seller Indemnified Parties to the extent resulting from or arising out of:

(a) any breach of any representation or warranty made by PSI in this Agreement or in any Ancillary Agreement delivered hereunder on the part of PSI; or

(b) any breach or non-fulfillment of any agreement or covenant of PSI contained in this Agreement or in any Ancillary Agreement to be performed by PSI.

8.2. Procedure Relative to Indemnification .

(a) In the event that a Seller Indemnified Party claims that he is entitled to be indemnified pursuant to the terms of this Article VIII , the Seller Indemnified Party shall promptly notify PSI in writing of such claim (a “ Seller Notice ”) promptly after the Seller Indemnified Party discovers that it may reasonably be expected to be entitled to indemnification by PSI hereunder. The Seller Notice shall specify the basis for the indemnification obligation and, to the extent reasonably ascertainable, the Losses incurred by, or anticipated to be incurred by, the Seller Indemnified Party on account thereof.

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(b) Upon receipt of a Seller Notice, PSI shall have thirty (30) calendar days from the receipt of such Seller Notice to notify the Seller Indemnified Party that PSI disputes such claim. If PSI does not timely notify the Seller Indemnified Party of such dispute, then the amount of such claim shall be deemed, conclusively, a liability of PSI hereunder. If PSI does timely notify the Seller Indemnified Party of such dispute, then the Seller Indemnified Party shall have thirty (30) calendar days to respond in a written statement to the objection of PSI. If after such thirty (30) calendar day period there remains a dispute as to any such claim, then the Seller Indemnified Party and PSI shall attempt in good faith for a period not to exceed thirty (30) additional calendar days to agree upon the rights of the respective parties with respect to such claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by PSI and the Seller Representative. If the parties do not agree within such additional thirty (30) calendar day period, then the Seller Indemnified Party may pursue any and all other remedies available to it hereunder.

8.3. Survival . All of the representations, warranties and covenants of PSI contained in this Agreement or in any Ancillary Agreement shall survive the Closing in accordance with their terms. Any claim for indemnification under this Article VIII which is made in writing and the rights of indemnity with respect thereto, shall survive until resolved or judicially determined.

ARTICLE IX

Tax Matters

9.1. Income Tax Returns .

(a) PSI shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Seller and PPPI for all periods ending on or prior to the Closing Date (“ Pre-Closing Tax Periods ”) and for periods that begin before the Closing Date and end after the Closing Date (the “ Straddle Tax Period ”) that are filed after the Closing Date. Seller’s state and federal Tax Returns for the tax year including the Closing Date shall reflect a deduction for the Transaction Deductions, to the extent permitted by applicable Legal Requirements. At least thirty (30) days prior to the date on which any income Tax Return relating to a Pre-Closing Tax Period or Straddle Tax Period is required to be filed (taking into account any valid extensions), PSI shall submit such Tax Returns to Seller Representative for review and comment. PSI shall modify all such federal and state income Tax Returns to incorporate any reasonable comments made by Seller Representative to PSI within twenty five (25) days of receipt of such Tax Returns to the extent that such comments, if so incorporated, would not result in such Tax Returns violating any applicable Legal Requirements. To the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or on the portion of the Straddle Tax Period that relates to Pre-Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “ Pre-Closing Taxes ”) (to the extent such Taxes are not reflected in the Final Working Capital Statement), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax Returns.

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(b) For purposes hereof, with respect to a Straddle Tax Period, the portion of Tax attributable to the portion of the taxable period ending on or prior to the Closing Date for which the Shareholders are responsible hereunder (to the extent such Taxes are not reflected in the Final Working Capital Statement) shall (i) in the case of any Taxes (other than Taxes based upon or related to income, sales, gross receipt, wages, capital expenditures or expenses) be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the Taxable period occurring on or prior to the Closing Date and the denominator of which is the entire number of days in the Taxable period and (ii) in the case of any Tax based upon or related to income, sales, gross receipts, wages, capital expenditures or expenses, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date.

9.2. Certain Taxes . All transfer, documentary, sales, use, stamp, registration and similar Taxes and fees (including any penalties and interest) attributable to the sale of the PPPI Stock to PSI pursuant to this Agreement and the Ancillary Agreements shall be paid one-half by PSI and one-half by the Shareholders when due, and the party required by applicable law shall file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Legal Requirements, the other parties shall, and shall cause their affiliates to, join in the execution of any such Tax Returns and other documentation. The expense of such filings shall be paid one-half by PSI and one-half by the Shareholders.

9.3. Tax Proceedings . In the event that PSI, the Seller, PPPI or the Shareholders receive any oral or written communication regarding any pending or threatened examination, claim, adjustment or other Proceeding with respect to the liability of PPPI for Taxes for which any PSI Indemnified Party can make an indemnification claim under this Agreement (a “ Tax Claim ”), PSI or the Seller Representative, as the case may be, will, within ten (10) days, notify the Seller Representative or PSI, as the case may be, in writing thereof. PSI shall control any Tax Claim, but if the Seller or Shareholders could be liable under this Agreement for such Taxes, then the Seller Representative will be entitled, at his sole expense, to participate in such Tax Claim upon written notice to PSI. PSI will keep the Seller Representative fully and timely informed with respect to the commencement, status and nature of any Tax Claim, and PSI may not settle any such claim without the written consent of the Seller Representative, which shall not be unreasonably withheld, delayed or conditioned. The Seller Representative, Shareholders and the Seller shall cooperate fully with PSI in handling any such Tax Claim. The Shareholders or the Seller Representative will provide, or cause to be provided, to PSI or its designee all necessary authorizations, including powers of attorney, to control any Tax Claim that PSI is entitled to control in connection with this Section 9.3 .

9.4. Tax Refunds . PSI shall be entitled to any Tax refunds of PPPI or the Seller to the extent that such Tax refunds relate to Pre-Closing Taxes of PPPI or the Seller.

9.5. Amendment of Tax Returns . Without Seller Representative’s written consent (which consent may be withheld in Seller Representative’s sole discretion) and except to the extent required by any Governmental Body or in connection with the resolution of any Tax Claim, PSI shall not, and shall not permit any of its Affiliates (including, after the Closing for the

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avoidance of doubt, PPPI) to (i) file, re-file, supplement, or amend any Tax Return of PPPI or its Subsidiaries for any Pre-Closing Tax Period, (ii) voluntarily approach any Taxing authority regarding any Taxes or Tax Returns of PPPI or its Subsidiaries that were originally due on or before the Closing Date, or (iii) take any action relating to Taxes or that could create a Tax liability on the Closing Date that is outside of the ordinary course of business consistent with past practices.

9.6. Mitigation of Taxes . PSI and the Shareholders further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby).

9.7. Adjustment to Purchase Price . Each party shall, including retroactively, treat indemnification payments pursuant to this Agreement as adjustments to the final Purchase Price for Tax purposes.

9.8. Income Tax Treatment . The purchase of 100% of the PPPI Stock shall be treated by all parties as a purchase of the assets of PPPI for income Tax purposes, and none of the parties shall make any income Tax election or take a position in any income Tax Return which is contrary to the intent expressed in the foregoing sentence. The parties shall each file all required federal, state and local income Tax Returns and related returns and reports in a manner consistent with the provisions of this Section 9.8 and shall maintain such reporting position unless there is a final determination within the meaning of Code § 1313. To the extent that, upon an audit by the Internal Revenue Service or any other taxing authority, the parties’ income tax reporting treating the sale of PPPI Stock as a purchase of the assets of PPPI is challenged by such taxing authority, PSI shall have the right, in its reasonable discretion and sole expense, to handle any such audit.

9.9. Tax Gross-Up . PSI shall pay to the Seller (or the Shareholders, if designated by the Seller), within thirty (30) days following the Closing, as an increase to the Purchase Price, in cash, the amount necessary to cause the net after-Tax net proceeds to the Seller and Shareholders from the sale of the PPPI Stock to be equal to the after-Tax net proceeds that the Seller and Shareholders would have received had the Reorganization not taken place and the Shareholders sold the PPPI Stock and a Section 338(h)(10) Election not been made, taking into account all federal and state Taxes, and assuming that the Shareholders are in the highest Tax brackets that could be applicable to any individual without regard to other items of income, gain, deduction, loss or credit.

9.10. Purchase Price Allocation . The Purchase Price (and all other items of consideration for federal income Tax purposes, including any adjustments thereto) shall be allocated for all purposes among the assets of PPPI deemed purchased pursuant to Section 9.8 in accordance with Exhibit 9.10 . PSI shall prepare and provide to the Seller Representative (a) an initial allocation of the Purchase Price (and all other items of consideration for federal income Tax purposes) no later than seventy-five (75) days following the final determination of Purchase Price pursuant to Section 2.5 and (b) a revised allocation of the Purchase Price (and all other items of consideration for federal income Tax purposes) as the result of any adjustment to the Purchase Price (or any other item of consideration for federal income Tax purposes) no later than forty-five (45) days following such adjustment. The parties hereto (x) agree to be bound, and to

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cause their respective Affiliates to be bound, by such allocation (including any adjustment thereto pursuant to this Section 9.10 ), (y) shall act, and cause their respective Affiliates to act, in accordance with such allocation (including any adjustment thereto pursuant to this Section 9.10 ) in the preparation, filing and audit of any Tax Return and for all other tax and accounting purposes and (z) shall not take any position or action inconsistent with such allocation (including any adjustment thereto pursuant to this Section 9.10 ).

ARTICLE X

Definitions

“Accounting Principles” has the meaning set forth in Section 2.4 , above.

“Affiliate” means, with respect to any Person, another Person controlled by, under the control of or under common control with, that Person.

“Agreement” means this Stock Purchase Agreement (including the Disclosure Schedule), as the same may be amended or modified from time to time.

“Ancillary Agreements” means, with respect to any party, the agreements, documents and instruments to be executed and delivered by such party pursuant to this Agreement.

“Anti-corruption Laws” means laws relating to anti-bribery or anti-corruption (governmental or commercial) which apply to PPPI or any Subsidiary (including any joint venture), including laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign Government Official, foreign government employee or commercial entity to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Auditor” has the meaning set forth in Section 6.9 .

“ Balance Sheet Date ” means December 31, 2013.

“Base Price” means $76.02 per share, subject to appropriate adjustment for stock splits, stock dividends, recapitalizations or other similar transactions occurring after the date hereof.

“Base Shares” means 131,544 shares of PSI common stock.

“Basket Amount” has the meaning set forth in Section 7.3(a) , above.

“Benefit Arrangement” means any plan, policy, program, arrangement or agreement (whether written or unwritten) which currently provides employee benefits or benefits to any current or former employee, dependent, beneficiary, director, independent contractor or like person (other than a Pension Plan or Welfare Plan) including, but not limited to, any severance agreement or plan, personnel policy, material fringe benefit plan or program, bonus or incentive plan, stock option, restricted stock, stock bonus or deferred bonus plan, salary reduction, change-of-control or employment agreement (or consulting agreement with a former employee), deferred compensation or supplemental executive compensation plans that PPPI has sponsored or maintained, or to which PPPI currently makes contributions or has any obligation to contribute for the benefit of any employee or terminated employee of PPPI.

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“Business” has the meaning set forth in the Recitals, above.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks located in Milwaukee, Wisconsin are authorized or required by law to close.

“Calculation Statement” has the meaning set forth in Section 6.6(a) , above.

“Cash” means, with respect to PPPI, as of any date and time, the amount of cash and bank deposits as reflected in PPPI’s bank and money market account statements as of such date and time and shall include money market funds, money market instruments and any demand deposits and less the amounts of any unpaid checks, drafts and wire transfers issued on such date, calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements. For the avoidance of doubt, Cash shall (i) be calculated net of issued but uncleared checks and drafts, (ii) include checks and drafts deposited for the accounts of PPPI, and (iii) be calculated net of overdrawn accounts.

“Cash Payment” has the meaning set forth in Section 2.5(b) , above.

“Change of Control” means the sale of all or substantially all of the assets of PSI, or a merger, consolidation, sale of stock or similar transaction or series of related transactions whereby a third party acquires beneficial ownership, directly or indirectly, of securities of PSI representing over fifty percent (50%) of the combined voting power of PSI.

“Claim Notice” has the meaning set forth in Section 7.2 , above.

“Claims” has the meaning set forth in Section 6.7 , above.

“Closing” has the meaning set forth in Section 2.1 , above.

“Closing Date” has the meaning set forth in Section 2.1 , above.

“Closing Date Cash” means Cash as of the Closing Date immediately prior to the Closing, as set forth in the Statements and as further adjusted pursuant to Section 2.5 , above, and, for the avoidance of doubt, excludes any Cash transferred to the Shareholders prior to or at Closing.

“Contract” means any agreement, contract, obligation or undertaking that is legally binding.

“Counsel” has the meaning set forth in Section 12.11 , below.

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“Current Assets” means those items specifically represented as such in the individual ledger accounts set forth in Exhibit 2.4 as determined in accordance with GAAP, applied in a manner consistent with and using the Accounting Principles.

“Current Liabilities” means those items specifically represented as such in the individual ledger accounts set forth in Exhibit 2.4 as determined in accordance with GAAP, applied in a manner consistent with and using the Accounting Principles.

“Customer Deposits” means any cash received by PPPI at any time prior to the Closing in excess of work in process costs for products or services to be delivered after Closing.

“De minimis Amount” has the meaning set forth in Section 7.3(a) , above.

“Disclosure Schedule” means the schedules delivered by the Seller and the Shareholders in connection with the execution and delivery of this Agreement and collectively labeled the “Disclosure Schedule” as more fully described in Section 5.1 , above.

“EBITDA” means, with respect to PPPI and for a given period:

(i) consolidated income tax expense;

(ii) extraordinary expenses, less extraordinary income;

(iii) consolidated depreciation and amortization expense;

(iv) consolidated interest expense, less any non-cash interest income;

(v) any cost or expense associated with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; and

(vi) any corporate charges by PSI expensed by PPPI, including but not limited to general corporate overhead (other than charges allocated to PPPI in the ordinary course of business).

“Employment Agreements” means those certain Executive Employment Agreements or Employment Agreements, as the case may be, to be entered into at the Closing by and between PPPI and each of the Executives.

“Environmental Claim” means any investigation, notice, notice of violation, demand, allegation, action, suit, injunction, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (i) pursuant to, or in connection with, an actual or alleged violation of any Environmental Law; (ii) in connection with any

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Hazardous Substances; (iii) from any abatement, removal, remedial, corrective or other response action in connection with Hazardous Substances, Environmental Law or other order of a Governmental Body; or (iv) from any damage, injury or harm to health, safety, natural resources, wildlife or the environment.

“Environmental Law” means any Legal Requirement pertaining to (i) human health, natural resources, wildlife or the environment, or (ii) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any petroleum products or Hazardous Substances.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor law, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) and any predecessor of any such trade or business who, together with PPPI, is treated as a single employer for purposes of Subsections (b), (c), (m) or (o) of Section 414 of the Code.

“Escrow Agreement” has the meaning set forth in Section 2.5(e) , above.

“Estimated Pricing Statement” has the meaning set forth in Section 2.5(a) , above.

“Estimated Purchase Price” has the meaning set forth in Section 2.5(a) , above.

“Estimated SBA Payoff Amount” has the meaning set forth in Section 2.5(e) , above.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” means Cash of PPPI which will be transferred to the Seller or the Shareholders on or prior to the Closing Date.

“Excluded Environmental Matters” means those matters identified on Exhibit 7.1(g) .

“Excluded Items” has the meaning set forth in Section 7.3(a) , above.

“Excluded Liabilities” means (i) any and all outstanding Indebtedness of PPPI (if any) existing immediately prior to the Closing, and (ii) any and all outstanding Transaction Expenses.

“Executives” means each of Carl L. Trent, Kenneth C. Trent, Steve Krol and Dan White.

“Facility Lease” means that certain Amended and Restated Lease, dated as of the date of this Agreement, by and between PPPI and Landlord.

“Final Excluded Liabilities Statement” has the meaning set forth in Section 2.6(a) , above.

“Final Working Capital Statement” has the meaning set forth in Section 2.6(a) , above.

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“Financial Statements” means the audited, consolidated balance sheets and statements of income and cash flows of PPPI and its Subsidiaries and variable interest entities as of, and for the fiscal years ended, December 31, 2013 and December 31, 2012.

“Forward Looking Statements” has the meaning set forth in Section 4.4 , above.

“Fundamental Representations” means the representations and warranties contained in Section 3.1 (Authority), Section 3.4 (Organizational Matters), Section 3.5 (Documentation), Section 3.6 (Capitalization) and Section 3.28 (Brokers; Agents).

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“Government Official” means (i) any official, officer, employee or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Body or (ii) any political party or party official or candidate for political office.

“Governmental Authorization” means any approval, consent, license, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

“Governmental Body” means any (i) nation, state, county, city, town, village, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal); or (iv) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

“Guarantee” means, with respect to any Person, (i) any guarantee of the payment or performance of, or any contingent obligation in respect of, any Indebtedness or other obligation of any other Person (except for endorsement of drafts for deposit and collection in the ordinary course of business), or (ii) any other arrangement whereby credit is extended to any other Person on the basis of any promise or undertaking of such Person (A) to pay the Indebtedness of such other Person, (B) to purchase or lease assets under circumstances that would enable such other Person to discharge one or more of its obligations, or (C) to maintain the capital, working capital, solvency or general financial condition of such other Person.

“Hazardous Substances” means, and shall include, any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, material, pollutant or contaminant which is hazardous, toxic or otherwise harmful to health, safety, natural resources, wildlife or the environment, including asbestos, PCB’s, radon and urea formaldehyde foam, petroleum and petroleum products.

“Indebtedness” of any Person means any indebtedness or liability of such Person (without duplication) (i) for borrowed money (excluding, for the avoidance of doubt, accounts payable incurred in the ordinary course of business), (ii) under any reimbursement obligation relating to a letter of credit, banker’s acceptance or note purchase facility, (iii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), (iv) the

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capitalized amount (as determined in accordance with GAAP) of all obligations to pay rent or other amounts under any lease of real property or personal property, which obligations are required to be classified and accounted for as capital leases in accordance with GAAP, (v) issued or assumed as the deferred purchase price of any property, asset or service, (vi) in respect of interest under any interest rate, currency, swap, hedge or other derivative agreement, (vii) under any sale and leaseback transaction, synthetic lease or other off-balance sheet loan or financing where the transaction is considered indebtedness for borrowed money for federal income Tax purposes but is classified as an operating lease in accordance with GAAP for financial reporting purposes, (viii) of the types referred to in the preceding clauses (i) through (v) of any other Person secured by any Lien on any asset of PPPI, even though PPPI has not assumed or otherwise become liable for the payment thereof, (ix) in respect of interest, premiums, penalties, fees or other charges in respect of any indebtedness described in the foregoing clauses (i) through (viii), (x) all indebtedness referred to in the foregoing clauses (i) through (ix) that constitute a Guarantee by such Person, and (xi) any deferred revenue, as determined in accordance with GAAP, attributable to Customer Deposits.

“Independent Accounting Firm” has the meaning set forth in Section 2.6(a) , above.

“Initial Cash Amount” has the meaning set forth in Section 2.3 , above.

“In-Licenses” means all licenses or other Contracts, franchises and/or permits under which PPPI is authorized, granted or otherwise has the rights to use, modify, create derivative works based on, distribute, sell, resell, license or sublicense any Intellectual Property owned by third parties.

“Insurance Policies” has the meaning set forth in Section 3.20 , above.

“Intellectual Property” means collectively, (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all foreign or domestic design patents, utility patents and pending applications therefor and all renewals, reissues, reexaminations, divisionals, continuations, continuations in part and extensions thereof; (ii) all trademarks, service marks, trade names, trade dress, logos, assumed names and all internet domain name registrations, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals in connection therewith; (iii) all published and unpublished works of authorship, copyrights (registered or unregistered), databases, websites (including any and all content thereon), computer source code, executable code, programs and other software (including all machine readable code, printed listings of code, documentation and related property and information, whether embodied in software, firmware or otherwise) and all applications, registrations and renewals in connection therewith (if any); (iv) all information that would constitute a trade secret under the Uniform Trade Secrets Act, know how, inventions and other confidential and proprietary technical, business and other information, including production processes and techniques, research and development information, technology, drawings, schematics, specifications, designs, plans, proposals, technical data, copyrightable technical data, financial data, marketing data and business data and customer and supplier lists and information, and (v) all proprietary rights relating to any of the foregoing.

“IRS” means the United States Internal Revenue Service.

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“Knowledge of PPPI” or “ PPPI’s Knowledge ” (or any similar qualification) means (i) the actual, personal knowledge of any of the Executives or Sheila Moran and (ii) the knowledge that any such individuals (A) would have obtained in the normal and ordinary course of the performance of their duties and (B) would reasonably be expected to have after reasonable inquiry of the Persons reporting directly to them.

“Landlord” means 448 W. Madison LLC, a Wisconsin limited liability company.

“Latest Balance Sheet” means the balance sheet of PPPI dated December 31, 2013.

“Leased Real Estate” means property leased, used or occupied by PPPI pursuant to a Real Property Lease.

“Legal Requirement” means any applicable federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, treaty, executive order, ruling, court order or other applicable order from a Governmental Body.

“Lien” means any mortgage, pledge, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, lien, charge or similar restriction or limitation, including a restriction on the right to vote, sell or otherwise dispose of any capital stock (other than restrictions on transfers imposed by federal or state securities laws).

“Losses” means all out-of-pocket damages, losses, deficiencies, liabilities, claims, actions, demands, judgments, fines, fees, costs and expenses (including reasonable attorneys’ and accountants’ fees only with respect to fees incurred in connection with a Third Party Claim), but excluding punitive, speculative, lost profit, diminution in value, consequential or special damages of any nature.

“Material Adverse Effect” means a violation, inaccuracy, breach, default, failure to comply, change in circumstance, event, occurrence, state of facts, loss, effect, fact, agreement, arrangement, commitment, understanding, obligation or development which, as a result of the occurrence or existence thereof, has had a material adverse effect on the business, operations, properties, condition (financial or otherwise), assets, results of operations or liabilities of PPPI taken as a whole or that has a material, adverse effect on the ability of PPPI to perform its obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated herein. However, a Material Adverse Effect, when used with respect to PPPI, does not include a material adverse effect or impact on the business, operations, properties, financial condition, assets or results of operations of PPPI that is caused by (i) one or more downturns in the economy, the securities markets, the financing markets or the credit markets in general which does not disproportionately affect PPPI relative to other industry participants, (ii) one or more downturns in the industries in which PPPI operates which does not disproportionately affect PPPI relative to other industry participants, (iii) geopolitical conditions, acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such conditions, acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (iv) changes in applicable Legal Requirements, rules or regulations or any interpretation of the foregoing which does not disproportionately affect PPPI relative to other industry participants, (v) changes in GAAP or (vi) the effect of any action or any failure to act taken by PSI contemplated by this Agreement.

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“Material Contract” has the meaning set forth in Section 3.15(a) .

“Measurement Period” has the meaning set forth in Section 6.6(d) , above.

“Multiple” has the meaning set forth in Section 6.6(b) , above.

“Order” means any award, decision, injunction, judgment, order, ruling, subpoena, verdict, settlement agreement, consent agreement, memorandum of understanding or disciplinary agreement entered, issued, made or rendered by any court, administrative agency or other Governmental Body or by any arbitrator.

“Organizational Documents” means, with respect to any entity, the certificate of incorporation, articles of incorporation, by-laws, articles of organization, certificate of formation, partnership agreement, limited liability company agreement, formation agreement and other similar organizational documents of such entity (in each case, as amended through the date of this Agreement).

“Out-Licenses” means all licenses or other Contracts, franchises and/or permits under which PPPI authorizes, grants or otherwise provides any third party the rights to use, modify, create derivative works based on, distribute, sell, resell, license or sublicense any Owned Intellectual Property.

“Owned Intellectual Property” means all Intellectual Property owned by PPPI.

“Paid Liabilities” has the meaning set forth in Section 2.7 , above.

“Pension Plan” means any “employee pension benefit plan” (as defined in ERISA Section 3(2)) (whether written or unwritten) that PPPI currently sponsors or maintains, or to which PPPI makes contributions or has any obligation to contribute for the benefit of any employee or terminated employee of PPPI. In addition, the term “Pension Plan” includes any “employee pension benefit plan” (as defined in ERISA Section 3(2)) that PPPI may have liability to as an ERISA Affiliate under Title IV of ERISA.

“Permitted Liens” means (i) liens for Taxes, assessments or other governmental charges not yet due and payable, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not past due, (iii) statutory liens of lessors under Real Property Leases for amounts not yet due and payable and (iv) those liens set forth on Exhibit 13 .

“Person” means any individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or Governmental Body.

“Plan” and “Plans” have the meanings set forth in Section 3.17(a) , above.

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“PPP International” means Professional Power Products International, Inc., an IC-DISC.

“PPPI” has the meaning set forth in the Recitals, above.

“PPPI EBITDA” means (i) the EBITDA of PPPI for the twelve month period ending on December 31, 2014 or, (ii) in the event of a Change of Control that occurs (i.e. is closed) prior to the date in which PSI Shares shall have otherwise been issued to the Seller pursuant to Section 6.6(a) and Section 6.6(b) , PPPI EBITDA shall mean the EBITDA of PPPI calculated in the “annualized” manner set forth in Section 6.6(c) .

“PPPI Intellectual Property” has the meaning set forth in Section 3.11(c) , above.

“PPPI Stock” means the common stock, no par value per share, of PPPI.

“Pre-Adjusted Purchase Price” has the meaning set forth in Section 2.3 , above.

“Pre-Closing Tax Period” has the meaning set forth in Section 9.1(a) , above.

“Pre-Closing Taxes” has the meaning set forth in Section 9.1(a) , above.

“Proceeding” means any action, arbitration, hearing, investigation, proceeding, litigation or suit (whether civil, criminal or administrative) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

“PSI” has the meaning set forth in the Preamble, above.

“PSI Balance Sheet” has the meaning set forth in Section 4.7(a) , above.

“PSI Indemnified Parties” has the meaning set forth in Section 7.1 , above.

“PSI Shares” has the meaning set forth in Section 6.6(b) , above.

“Purchase Price” has the meaning set forth in Section 2.3 , above.

“Purchase Price Adjustment” has the meaning set forth in Section 2.4 , above.

“Real Property Lease” means a Contract currently in effect pursuant to which PPPI leases real property.

“Records” means all books, records, manuals and other materials and information of the Seller Companies, including customer records, personnel and payroll records, accounting records, purchase and sale records, price lists, correspondence, quality control records and all research and development files, wherever located.

“Released Parties” has the meaning set forth in Section 6.7 , above.

“Releasing Parties” has the meaning set forth in Section 6.7 , above.

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“Reorganization” has the meaning set forth in the Recitals, above.

“Representative” means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

“SBA Loan” has the meaning set forth in Section 2.5(e) , above.

“SBA Payoff Amount” has the meaning set forth in Section 2.5(e) , above.

“SBA Payoff Letter” has the meaning set forth in Section 2.5(e) , above.

“SEC” means the Securities and Exchange Commission.

“SEC Documents” has the meaning set forth in Section 4.7(a) , above.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended, and any successor Legal Requirement thereto.

“Seller” has the meaning set forth in the Preamble, above.

“Seller Companies” means the Seller, PPPI and PPP International.

“Seller Indemnified Parties” has the meaning set forth in Section 8.1 , above.

“Seller Notice” has the meaning set forth in Section 8.2(a) , above.

“Seller Representative” has the meaning set forth in Section 11.1 , below.

“Seller Representative Amount” means One Hundred Fifty Thousand Dollars ($150,000).

“Seller Representative Fund” has the meaning set forth in Section 2.5(c) , above.

“Settlement Date” means the date on which the PSI Shares are issued to the Seller (or the Shareholders if designated by the Seller) pursuant to Section 6.6 , above.

“Shareholder” has the meaning set forth in the Preamble, above.

“Sole Source Supplier” means a supplier to PPPI that in 2013 was, or in 2014 would reasonably be expected to be, the sole source to PPPI of any component, part, material, product or supply for which PPPI spent, or would reasonably be expected to spend, as the case may be, in excess of $250,000 for such fiscal year or that otherwise could not be replaced promptly without material cost or interruption to PPPI’s operations.

“Statements” has the meaning set forth in Section 2.6(a) , above.

“Straddle Tax Period” has the meaning set forth in Section 9.1(a) , above.

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“Subsidiary,” with respect to any Person, means (a) any corporation more than fifty percent (50%) of whose stock is owned by such Person directly or indirectly through one or more subsidiaries, and (b) any partnership, limited liability company, association, joint venture or other Person in which such Person directly or indirectly through one or more subsidiaries has more than a fifty percent (50%) equity interest.

“Systems” has the meaning set forth in Section 3.11(h) , above.

“Target Auditor” means Baker Tilly Virchow Krause, LLP.

“Tax” and “Taxes” “Tax” or “Taxes” means, (A) any federal, state, local, municipal, and foreign taxes, including all income, gross receipts, capital, franchise, estimated, alternative, minimum, add-on minimum, ad valorem, sales, use, transfer, stamp, value added, excise, profit, windfall or excess profit, real property, personal property, premium, intangibles, inventory, transaction (including financial), withholding, social security, employment, unemployment, severance, social security, disability, payroll, employee, and any other taxes of any kind, in all cases together with any interest, penalties, additions, fees, fines, or other additions thereto; (B) any liability for payment of amounts described in clause (A) as a result of transferee liability, of having been a member of an affiliated, consolidated, combined unitary, or other similar group for any period, or otherwise through operation of law; and (C) any liability for payment of amounts described in clause (A) or (B) as a result of any Tax sharing, Tax indemnity or Tax allocation agreement or any other express or implied agreement to indemnify any other person for Taxes (other than by any agreement the principal subject of which is not Taxes).

“Tax Claim” has the meaning set forth in Section 9.3 .

“Tax Returns” means all returns, amendments, informational returns, forms, reports and statements (including elections, declarations, disclosures, schedules and estimates) filed by PPPI with a Governmental Body in respect of any Taxes.

“Third Party Claim” has the meaning set forth in Section 7.2(a) , above.

“Threshold Working Capital Amount” means an amount equal to Six Million Five Hundred Seventy-Six Thousand Nine Hundred Sixty-Nine Dollars ($6,576,969).

“Top Customer” has the meaning set forth in Section 3.27(a) , above.

“Top Supplier” has the meaning set forth in Section 3.27(b) , above.

“Transaction Bonuses” has the meaning set forth in Section 2.7(b) , above.

“Transaction Deductions” means all deductions or expenses incurred by the Seller and/or PPPI prior to the Closing as a result of or in connection with the transactions contemplated by this Agreement (including, without limitation, deductions related to repayment of Indebtedness, the payment of Transaction Bonuses, payment of Transaction Expenses and the payment of any fees or other costs and expenses associated with the transactions contemplated by this Agreement).

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“Transaction Expenses” means only the sum of (i) any unpaid fees, costs and expenses incurred by PPPI prior to the Closing in connection with the drafting, negotiation, execution and delivery of this Agreement and the other certificates, documents or agreements contemplated by this Agreement and the consummation of the transactions contemplated herein and therein including legal and accounting fees (but, for the avoidance of doubt, not to include any fees and expenses incurred by or on behalf of PSI or any of its Affiliates as determined immediately prior to the Closing), and (ii) any closing or other transaction fees payable by PPPI immediately prior to the Closing as a result of the transactions contemplated herein.

“Treasury Regulations” means United States Treasury regulations promulgated under the Code.

“WBDFC” has the meaning set forth in Section 2.5(e) , above.

“Welfare Plan” means any “employee welfare benefit plan” (as defined in ERISA Section 3(1)) (whether written or unwritten) that PPPI currently sponsors or maintains, or to which PPPI makes contributions or has any obligation to contribute for the benefit of any employee or terminated employee of PPPI.

“Working Capital Amount” has the meaning set forth in Section 2.4 , above.

“Working Capital Exclusions” means (i) Cash; and (ii) any deferred Tax asset or deferred Tax liability included in Current Assets or Current Liabilities.

ARTICLE XI

Seller Representative

11.1. Duties of Seller Representative . Effective upon the execution and delivery of this Agreement by the Seller, PPPI and the Shareholders, Carl L. Trent shall be appointed as attorney-in-fact and agent, with full power of substitution, to act for and on behalf of the Seller and each Shareholder with respect to any matter arising under or in connection with this Agreement or any Ancillary Agreements (the “ Seller Representative ”). Carl L. Trent (a) accepts his appointment and authorization to act as attorney-in-fact and agent on behalf of the Seller and each Shareholder in accordance with the terms of this Agreement and the Ancillary Agreements, and (b) agrees to perform his obligations hereunder and under the Ancillary Agreements and otherwise comply with this Agreement and the Ancillary Agreements. The Seller Representative has authority to, among other things: (i) engage attorneys, accountants and agents at the expense of the Seller and the Shareholders, (ii) dispute or refrain from disputing any indemnification claim made by a PSI Indemnified Party under Article VII of this Agreement, (iii) negotiate and compromise any dispute which may arise under Article II , Article VII or Article VIII of this Agreement, (iv) exercise or refrain from exercising any remedies available to the parties under Article II , Article VII or Article VIII of this Agreement, (v) sign any releases or other documents with respect to any dispute or remedy referenced in clause (iii) or (iv) above, (vi) waive any condition, obligation, right or remedy contained in this Agreement or any Ancillary Agreement, (vii) review and approve matters related to the Statements and the final Purchase Price; (viii) prepare and file income Tax Returns with respect to the Seller and PPPI; (ix) consummate the transactions contemplated hereunder; and (x) give such instructions and do such other things and refrain from doing such other things as the Seller Representative in his sole discretion deems necessary or appropriate in respect of the provisions of this Agreement and the Ancillary Agreements.

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11.2. Liability of Seller Representative . The Seller Representative shall have no liability to the Seller or the Shareholders for any actions or omissions taken or suffered in good faith in his capacity as the Seller Representative.

11.3. Losses and Expenses of Seller Representative . The Shareholders shall reimburse the Seller Representative for all losses and expenses, including, out-of-pocket expenses incurred in connection with his duties and obligations as the Seller Representative hereunder, including all losses and expenses incurred in connection with the duties and obligations set forth in this Article XI .

11.4. PSI’s Reliance on Seller Representative . PSI shall have the right to rely conclusively upon all actions taken or omitted to be taken by the Seller Representative pursuant to or in connection with this Agreement or any Ancillary Agreement, all of which actions or omissions shall be legally binding upon the Seller and all of the Shareholders.

ARTICLE XII

Miscellaneous

12.1. Expenses . Except as otherwise specifically provided herein, the parties hereto shall pay their own expenses, including accountants’ and attorneys’ fees, incurred in connection with the negotiation and consummation of the transactions contemplated by this Agreement.

12.2. Notices . All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered to be given and received in all respects when hand delivered, when delivered by prepaid express or courier delivery service, when sent by facsimile transmission actually received by the receiving equipment or three (3) calendar days after deposited in the United States mail, certified mail, postage prepaid, return receipt requested, in each case addressed as follows, or to such other address as shall be designated by notice duly given:

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12.3. Right to Specific Performance . The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that there is no adequate remedy at law for the damage which any of them might sustain for the failure of the others to perform their obligations under this Agreement, and, accordingly, that each of them is entitled to the remedy of specific performance to enforce such performance.

12.4. Entire Agreement . THIS AGREEMENT (INCLUDING THE DISCLOSURE SCHEDULE AND EXHIBITS) AND THE ANCILLARY AGREEMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL PRIOR AGREEMENTS, CORRESPONDENCE, DISCUSSIONS AND UNDERSTANDINGS OF THE PARTIES (WHETHER ORAL OR WRITTEN) ARE SUPERSEDED, IT BEING THE INTENTION OF THE PARTIES THAT THIS AGREEMENT WILL SERVE AS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF THEIR AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF. THE PARTIES AGREE THAT THERE HAVE BEEN AND THERE ARE NO OTHER AGREEMENTS, REPRESENTATIONS OR WARRANTIES BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER SET FORTH IN THIS AGREEMENT OTHER THAN THOSE SET FORTH IN THIS AGREEMENT, AND THAT THE PARTIES ARE NOT RELYING UPON ANY AGREEMENTS, REPRESENTATIONS OR WARRANTIES THAT ARE NOT SET FORTH IN THIS AGREEMENT. NO AMENDMENT, WAIVER OR MODIFICATION TO OR UNDER THIS AGREEMENT WILL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNATORY OF THE PARTY OR PARTIES AFFECTED THEREBY.

12.5. Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective heirs, successors, legal representatives and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than (a) the provisions of Section 6.5 (which are intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons). In any Proceeding by which a Person covered by this Section 12.5 seeks to enforce its rights hereunder (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Person shall be awarded its reasonable attorneys’ fees and other reasonable costs and expenses incurred.

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12.6. Construction . The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption of burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement. The word “including” shall mean including without limitation.

12.7. Assignment . This Agreement and the rights hereunder shall not be assignable or transferable by any party without the prior written consent of the other parties; provided , that PSI may, without the consent of any other party hereto, make a collateral assignment to any bank or financial institution that is or becomes a lender (or an agent thereof) to PSI or any of its Affiliates.

12.8. Paragraph Headings . The headings in this Agreement are for purposes of convenience and ease of reference only and shall not be construed to limit or otherwise affect the meaning of any part of this Agreement.

12.9. Severability . The parties agree that if any provision of this Agreement shall under any circumstances be deemed invalid or inoperative, this Agreement shall be construed with the invalid or inoperative provision deleted, and the rights and obligations of the parties shall be construed and enforced accordingly.

12.10. Governing Law; Venue . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wisconsin without regard to principles and conflicts of law. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Wisconsin and of the United States of America located in the State of Wisconsin for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts). The parties hereby irrevocably and unconditionally waive any objection to the laying of venue on any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Wisconsin or the United States of America located in the State of Wisconsin, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

12.11. Attorney-Client Privilege . It is acknowledged by each of the parties hereto that Godfrey & Kahn, S.C. (“ Counsel ”) has represented the Shareholders, the Seller and PPPI in connection with the transactions contemplated by this Agreement. PSI, PPPI, the Seller and the Shareholders agree that any attorney-client privilege, attorney work-product protection and expectation of client confidence attaching as a result of Counsel’s representation of the Shareholders, the Seller or PPPI in connection with the transactions contemplated by this Agreement, and all information, communications and documents covered by such privilege or protection, shall belong to and be controlled by the Shareholders and may be waived only by the Seller Representative, and not PPPI, and shall not pass to or be claimed or used by PSI or PPPI.

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Notwithstanding the foregoing, neither PSI nor PPPI will be limited or precluded from using or relying on any communication among the Shareholders, the Seller or PPPI and/or their respective Affiliates made in connection with the transactions contemplated by this Agreement in any actions against or involving the Shareholders or the Seller or any of their Affiliates. Furthermore, in the event that any dispute arises between PSI, PPPI or any of its Subsidiaries and a third party (other than a party to this Agreement or any of such party’s Affiliates) after the Closing, then PSI, PPPI and its Subsidiaries may assert the attorney-client privilege to prevent the disclosure of confidential communications by Counsel to such third party.

12.12. Use of Terms . In this Agreement (a) the words “hereof”, “herein”, “hereto”, “hereunder” and words of similar import may refer to this Agreement as a whole and not merely to a specific section, paragraph or clause in which the respective word appears, (b) words importing gender include the other genders as appropriate, and (c) any terms defined in this Agreement may, unless the context otherwise requires, be used in the singular or the plural depending on the reference.

12.13. Counterparts; Electronic Copy . This Agreement and any Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered but one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. A facsimile or portable document signature of this Agreement and any Ancillary Agreement shall be as effective as an original.

12.14. Waiver of Jury Trial . EACH OF PSI, THE SHAREHOLDERS, THE SELLER, PPPI AND THE SELLER REPRESENTATIVE HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PSI, THE SHAREHOLDERS, THE SELLER, PPPI OR THE SELLER REPRESENTATIVE IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

[Signatures Appear on the Following Pages]

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IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as of the day, month and year first above written.

[ Shareholders’ Signature Page to Stock Purchase Agreement ]

[ Seller Representative’s Signature Page to Stock Purchase Agreement ]

[ Seller’s Signature Page to Stock Purchase Agreement ]

[ PSI’s Signature Page to Stock Purchase Agreement ]

Exhibit 10.2

AMENDED AND RESTATED LEASE AGREEMENT

THIS AMENDED AND RESTATED LEASE AGREEMENT (the “Lease”), made and entered into effective as of the 1st day of April, 2014 (the “Effective Date”), by and between 448 W. MADISON LLC, a Wisconsin limited liability company (“Landlord”), and PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation (“Tenant”).

RECITALS

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated March 1, 2013, as amended (the “Prior Lease Agreement”), whereby Tenant leases from Landlord that certain real estate located in the Village of Darien, County of Walworth, State of Wisconsin; and

WHEREAS, Landlord and Tenant desire to amend and restate the terms of the Prior Lease Agreement to reflect changes in their understanding of their rights and duties to one another, such that all terms and provisions contained in the Prior Lease Agreement shall apply for periods prior to the Effective Date, and all terms and provisions contained in this Lease shall apply for periods on and after the Effective Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, and in consideration of the mutual covenants set forth herein, the parties do hereby agree as follows:

AGREEMENT

1. Leased Premises & Term .

1.1 Premises . Landlord hereby leases unto Tenant and Tenant hereby leases from Landlord approximately 11.55 acres of real estate located at 448 West Madison Street, Darien, Wisconsin, as more fully described on Exhibit A attached hereto, together with all buildings, building fixtures and improvements located thereon, including approximately One Hundred Thirty-Three Thousand Eight Hundred Ninety-One (133,891) square feet of industrial warehouse and office space encompassing the entire building known as 448 West Madison Street (“Building”), the 1.10 acre parking lot owned by Landlord and located across the street from the Building (the “Parking Lot”) and the following equipment: test cell switchgear; two (2) 50-ton top running double grinder cranes; two (2) 30-ton top running cranes; two (2) 20-ton top running cranes and one (1) 5-ton top running crane (“Equipment”), hereinafter collectively designated as the “Premises.” Tenant will have sole and exclusive use of the Premises and the Parking Lot, including any parking spaces located thereon. If Tenant needs additional parking during the Term, Landlord and Tenant shall work together in good faith to determine any additional location(s) on the Premises for Tenant to construct, at Tenant’s sole cost and expense, additional parking areas. In addition to the Premises, Landlord hereby grants to Tenant, for the Term (as it may be extended) (a) all rights, easements and appurtenances, if any, belonging to Landlord or appertaining to the Premises, and (b) all right, title and interest of Landlord in, to and under any and all roads, streets, alleys and ways, if any, bounding the Premises.

1.2 Term . The term of the Lease shall be for seven (7) years commencing on April 1, 2014 (the “Commencement Date”) and shall terminate at 11:59 p.m. on March 31, 2021 (the “Original Term”), unless sooner terminated in accordance with this Lease. Provided that Tenant is not then in material non-monetary Default (being defined as a non-monetary default which is reasonably likely to give rise to damages and/or costs to cure in excess of one (1) months’ Base Rent as in effect at the time the Default occurs) or monetary Default under this Lease (provided that if any such continuing monetary Default or material non-monetary Default does then exist, and if Tenant cures such Default within applicable cure periods under Section 14 hereof, or at any time thereafter and prior to such time as Landlord has elected to exercise its Default remedies of terminating this Lease or Tenant’s right to possession hereunder on account thereof, then any such exercise of Tenant’s extension option rights under this Section shall remain in full force and effect, without regard to such Default), Tenant shall have the right to extend the term of this Lease for one (1) additional term of five (5) years at the rental rate as provided in Section 2.4 hereof (the “Option Term”). The Original Term and the Option Term, if exercised, are together referred to herein as the “Term.” If Tenant intends to exercise the extension option granted herein, Tenant shall give Landlord written notice of its intent to extend the Lease not less than six (6) months prior to the end of the then current expiration date of the Term. If Tenant fails to timely deliver such written notice to Landlord, Landlord shall give Tenant written notice of such failure, and Tenant shall have ten (10) Business Days from Tenant’s receipt of such notice to exercise the Option Term in writing before such right is deemed waived by Tenant.

2. Rent .

2.1 Base Rent . Tenant shall pay to Landlord, at the address set forth in Section 18 or such other place as Landlord may from time to time designate in writing, an initial monthly rental (“Base Rent”) in the amount of approximately Three and Fifty-Nine Hundredths Dollars ($3.59) per square foot, for a total of Four Hundred Eighty Thousand Dollars ($480,000.00) per year, payable in equal monthly amounts of Forty Thousand Dollars ($40,000.00), commencing on the Commencement Date and continuing on the first day of each month thereafter through the first year of this Lease. If the Term of this Lease commences on a date other than the first day of a calendar month, the rent for such partial month shall be prorated based upon the number of days of the Term occurring within such calendar month. Except as otherwise provided in this Lease, Landlord and Tenant agree that the obligation to pay Base Rent is an independent covenant of Tenant, due without any requirement of demand therefore, and, except as otherwise provided in this Lease, shall be an absolute net return to Landlord for the Lease Term free from any expense, charge, deduction or offset.

2.2 Annual Increase . Beginning on the first anniversary of the Commencement Date and annually thereafter on each anniversary, Base Rent shall be adjusted by a percentage equal to the percentage increase in the Consumer Price Index for such year, but not to exceed a maximum of 3% per year in the aggregate. The Consumer Price Index (all goods and services, all urban consumers, U.S. City Average, 1982-84 = 100) published by the United States Department of Labor Bureau of Labor Statistics (“CPI-U”) shall be the index for adjustment. The monthly Base Rent determined as set forth above shall be adjusted to reflect the percentage annual increase or decrease in the index at the applicable commencement of the Lease Year. For each adjustment, the CPI-U for the month and year of the commencement of the new Lease Year shall be compared to the CPI-U for the month and year one year prior to such date. The then current

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Base Rent shall be adjusted to reflect the percentage increase or decrease in the CPI-U. In the event the CPI-U for the month in which the adjustment is to be made is not available at that time, the adjustment shall be made as soon as such data is available and the increase or decrease shall be effective retroactive to the commencement of the Lease Year. In the event the CPI-U is discontinued or is revised so that it is materially different than presently constituted, the parties shall use such other index that is substantially similar. Once Landlord has made such calculation, Landlord shall notify Tenant in writing of such increase.

2.3 Lease Year . “Lease Year” shall mean the following designated periods: The first Lease Year shall commence on the Commencement Date. The first Lease Year shall end on the day immediately preceding the day which is the first anniversary of the Commencement Date. If the Commencement Date is not the first day of a calendar month, the first Lease Year shall end on the last day of the month in which the first anniversary of the Commencement Date occurs. The second Lease Year shall commence on the day immediately following the last day of the first Lease Year and each subsequent Lease Year shall commence on the anniversary of the first day of the second Lease Year.

2.4 Base Rent during the Option Term . Base Rent due during the initial Lease Year of any Option Term and on each anniversary of the Commencement Date thereafter during the Option Term, shall be adjusted based upon CPI-U as determined as set forth in Section 2.2 above.

2.5 Additional Rent . All other sums, costs, expenses or obligations required to be paid by Tenant hereunder in excess of Base Rent shall be “Additional Rent,” and as such shall be collectible in the same manner and subject to the same notice and cure period as Base Rent. The term “Rent” shall mean all Base Rent and Additional Rent.

2.6 Triple Net Lease . Except for Landlord’s maintenance, repair and replacement obligations under this Lease, the parties acknowledge that this Lease is intended to be “triple net,” and except as otherwise provided in this Lease, Tenant shall be solely responsible for all sums, costs, or expenses incurred in Tenant’s use and occupancy of the Premises, whether or not such costs or expenses are expressly stated herein.

3. Use of Premises . Tenant shall use the Premises for general office and manufacturing purposes in connection with the current business operations of Tenant and all ancillary purposes and for any other lawful purpose. Tenant’s business operations at the Premises shall be in full compliance with all laws, ordinances, rules and regulations of all public authorities having jurisdiction over the Premises (collectively, “Laws”). Tenant herein indemnifies and holds Landlord harmless from and against any claims, fines, penalties, liabilities, costs and expenses arising or resulting from the failure of the Premises to comply with such Laws if and only if related to Tenant’s business operations at the Premises, unless such failure is due to (a) Landlord’s willful or negligent acts or omissions or those of its contractors, representatives, employees or agents, (b) a violation of Laws existing on the Commencement Date, or (c) with respect to the Building, the Parking Lot and any other the parking lots serving the Building, a change in Laws occurring after the Commencement Date that is not triggered solely by Tenant’s business operations at the Premises. Any compliance with Laws relating to subsections (a), (b) and/or (c), shall be the obligation of Landlord at Landlord’s sole cost and

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expense. Landlord represents and warrants that upon delivery of the Premises to Tenant all parts of the Premises and the Building including without limitation, all structural elements, the foundation, roof, roof membrane and roof system, exterior walls, plumbing and electrical and other mechanical systems are complete, ready for Tenant’s use and are in good working condition. Landlord represents and warrants that Landlord has received no violation of Laws regarding the condition of the Building as of the Commencement Date. During the Term, Landlord shall comply with all Laws affecting the Premises except to the extent of Tenant’s obligations under this Lease.

4. Tenant’s Obligations .

4.1 Taxes . Tenant shall pay as Additional Rent throughout the Term of this Lease all real estate taxes, charges and assessments, general and special, ordinary and extraordinary, incurred, assessed or imposed attributable to the Term against the land, buildings and other improvements comprising the Premises (collectively the “Taxes”). Taxes for the applicable fiscal tax period in which the Term of this Lease commences and terminates shall be prorated based upon the number of days in the Term of this Lease within such fiscal tax period. Tenant may contest in good faith by appropriate proceedings at its own expense any Taxes provided that Tenant shall first have paid such Taxes if required under law prior to any tax contest. Landlord shall join in any such proceedings and hereby agrees that the same may be brought in its name, if required. Tenant shall be entitled to any refund of any Taxes, and all penalties or interest thereon received by Landlord which shall have been paid by Tenant, or which shall have been paid by Landlord but previously reimbursed in full by Tenant.

4.1.1. Should any governmental authority at any time during the Term of this Lease impose an excise tax, or any other tax or assessment whatsoever, upon or against Landlord (other than an income or franchise tax) based upon the rents payable to Landlord by Tenant, which is by way of substitution for or in addition to the Taxes, then any such excise tax (whether or not now contemplated) shall be deemed to be included in the term “Taxes” as used in Section 4.1 and Tenant shall be obligated to pay for the same as provided in Section 4.1.

4.1.2. Tenant agrees to timely pay when due all personal property taxes, whether assessed against Landlord or Tenant, on the Equipment and Tenant’s furniture, equipment and other items of personal property owned by Tenant and located in or about the Premises.

4.1.3. Tenant shall furnish to Landlord a receipted tax bill or other satisfactory evidence of the payment of all Taxes to be paid by Tenant under this Section 4.1 at least ten (10) days before the same are due and payable. Tenant’s obligations under this Section 4.1 shall survive the expiration or earlier termination of the Lease. A copy of a tax bill from the municipality or governmental authority submitted by Landlord to Tenant shall at all times be sufficient evidence of the amount of Taxes levied, assessed or imposed against the Premises, which Landlord agrees to deliver within five (5) days after Landlord’s receipt so that Tenant may timely pay same.

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4.1.4. If at any time Landlord’s lender requires Landlord to escrow tax payments, Tenant shall pay all Taxes to be paid by Tenant under Section 4.1 to Landlord in monthly installments on or before the first day of each calendar month, in advance, in an amount estimated by Landlord or Landlord’s lender. Upon receipt of all statements for Taxes due for a Lease Year, Landlord shall submit to Tenant a written statement of the actual amount of the Taxes for such year and the amount, if any, then paid to Landlord by Tenant. If the total amount paid by Tenant under this Section 4.1.4 for any Lease Year shall be more or less than the actual amount due from Tenant for such Lease Year, as shown in such statement (as same may be prorated based upon the number of days in the Lease Year if less than a full calendar year), either Tenant shall pay to Landlord the shortfall within ten (10) Business Days after receipt of the statement or such excess shall be, at Tenant’s election, either credited against the next installment of Taxes due from Tenant to Landlord or paid to Tenant in cash. Landlord’s and Tenant’s obligations under this Section 4.1 shall survive the expiration of the Term of this Lease. As used in this Lease, “Business Day(s)” are Monday through Friday of each week, exclusive of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving and Christmas Day. Notwithstanding anything contained herein to the contrary, it is understood and agreed, however, that Tenant shall not be liable to pay (1) any municipal, county, state, or federal income, business activity, occupation, franchise, gross receipts or capital stock taxes of Landlord, nor any municipal, county, state, or federal estate, succession, inheritance, succession, transfer or other taxes assessed against Landlord or the Premises; (2) bonds and/or assessments which have been, or subsequent to the date hereof are, levied for the purpose of funding the costs of construction for all or any portion of the Building or any capital improvements constructed therein or with respect thereto, or any offsite improvements; (3) Taxes on the Premises which are payable pursuant to a separate assessment as described below; or (4) assessment liens against the Premises prior to the Commencement Date.

4.1.5. In the event of a special assessment for a public or private improvement, the life of which extends beyond the Term, the assessment for such improvement shall be amortized over the life of the improvement, and Tenant shall only be responsible to pay the amortized portion as it is amortized during the Term. Notwithstanding the foregoing, in the event a special assessment is billed in installments, Tenant shall only be responsible for each installment coming due during the Term and shall not be responsible for any portion of the assessment which covers a period during which Tenant did not have the right legally to possess the Premises. Special assessments shall not include infrastructural or capital improvements related to the initial development, expansion or modification of the Building, and in no event shall such assessments and taxes be included in Taxes. Tenant shall not be obligated to pay any taxes or assessments unless and except to the extent incurred by Landlord during the Term or attributable to the Term.

4.2 Utilities & Maintenance Services . Landlord agrees to leave in place all existing meters, mains, conduits, and other facilities for providing water, sewer, gas, heat, power, telephone service, and electricity to the Premises. Throughout the Term hereof, Tenant shall be responsible for and shall promptly pay as and when due all charges for heat, water, gas, electricity, telephone, sanitary sewer and other utilities used or consumed in, on or upon the Premises using providers selected by Tenant. Additionally, Tenant will be responsible for any snow plowing or ice removal using providers selected by Tenant. Tenant shall at all times keep the Premises sufficiently heated so as to prevent freezing and deterioration (other than normal wear and tear) thereof and/or of the equipment and facilities contained therein.

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4.2.1. Except as otherwise provided in this Lease, no discontinuance of any utility service shall relieve Tenant from performing any of its obligations under this Lease, and Landlord shall not be liable for damages arising out of (and shall not provide rent abatement with respect to) any discontinuance in or failure of any utility service, and no such failure or discontinuation shall be deemed a constructive eviction.

4.2.2. Landlord shall not be liable to Tenant in damages or otherwise if the utilities or services are interrupted or terminated because of necessary repairs, installations, improvements, or any cause beyond Landlord’s reasonable control, nor shall any such interruption or termination relieve Tenant of the performance of any of its obligations hereunder, except that if Tenant is unable to operate its business or access the Premises for a period of five (5) consecutive days for any reason caused by Landlord or its representatives, employees, contractors and/or agents, there shall be an abatement of all Base Rent and Additional Rent hereunder retroactive to the first day of the interruption and continuing during the entire period of such interruption.

4.3 Insurance .

4.3.1. During the entire Term hereof, Tenant, at Tenant’s sole cost and expense, shall keep in full force and effect a policy of commercial general liability insurance, including contractual liability, with respect to the Premises, and the business operated by Tenant in the Premises, covering injury to or death of persons and damage to property in which the combined single limit is not less than Two Million Dollars ($2,000,000.00), or in such greater amounts as Landlord may reasonably determine in accordance with prudent business practices or as Landlord’s lender may require.

4.3.2. During the entire Term hereof, Tenant agrees to carry, at its expense, insurance against fire, vandalism, malicious mischief, and such other hazards as are from time to time included in an all-risk policy with a standard extended coverage endorsement, insuring the Premises in an amount equal to the full replacement value of the Premises, all improvements made by or on behalf of Tenant to the Premises, all personal property leased by Tenant from Landlord and all trade fixtures, furnishings and equipment owned by Tenant and located on or within the Premises, in an amount equal to the full replacement value thereof, together with rental interruption insurance in an amount not less than twelve (12) months Base Rent, Additional Rent and Taxes. Landlord may, upon thirty (30) days prior written notice to Tenant, obtain the insurance required under this Section 4.3.2 (with commercially reasonable deductibles) and charge the commercially reasonable cost of such insurance to Lessee as Additional Rent, but in no event shall such cost exceed the cost that Tenant would have incurred had Tenant obtained such insurance.

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4.3.3. The policies required under this Section 4.3 shall name Tenant and Landlord and Landlord’s lender as designated by Landlord as additional insureds as their respective interests may appear, and shall contain a clause that the insurer will not cancel the insurance without first endeavoring to give the Landlord thirty (30) days prior written notice. Such insurance may be furnished by Tenant under any blanket policy carried by it or under a separate policy therefor. The insurance shall be with carriers licensed in the State of Wisconsin with an A.M. Best rating of A-/VII or better and certificates of the insurers evidencing the maintenance of such insurance policies shall be delivered to Landlord prior to commencement of the Term of this Lease and, upon renewals, not less than thirty (30) days prior to the expiration of a coverage period.

4.3.4. Throughout the Term, Landlord shall carry and maintain commercial general liability insurance with respect to Landlord’s business, and ownership, use and occupancy of the Building, having such coverages, amounts, limits, deductibles and co-insurance as may be reasonably determined by Landlord from time to time.

4.3.5. Landlord and Tenant hereby mutually release each other from liability and waive all right of recovery against each other for any loss or damage to their respective property in or about or constituting a part of the Building or the Premises, as the case may be, to the extent such loss or damage is required under this Lease to be, or is actually, insured against under the injured party’s policy, including deductibles and any “all risk” endorsements thereof, whether due to negligence or any other cause. This waiver shall take priority over any indemnity obligations and other liabilities or obligations of the parties under this Lease and shall apply notwithstanding such provisions. This waiver also applies to each party’s directors, officers, employees, and agents. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s right of recovery under subrogation or otherwise against the other party.

4.3.6. To the extent of the waivers set forth in Section 4.3.5, Landlord shall not be liable to Tenant, and Tenant hereby waives all claims against Landlord, for any injury or damage to any of Tenant’s property in or about the Premises, or any part thereof or any of Tenant’s equipment thereof becoming out of repair caused by sprinkling devices, air conditioning apparatus, snow, frost, water leakage, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors or noise or the bursting or leaking of pipes or plumbing fixtures, any act or neglect of Landlord or any other thing or circumstance whatsoever, whether of a like nature or of a wholly different nature. All property in or about the Premises belonging to Tenant, its agents, employees or invitees shall be there at the risk of Tenant or other person only, and Landlord shall not be liable for damage thereto or theft, misappropriation or loss thereof.

5. Condition of Premises . Except as otherwise provided in this Lease, Landlord has not made any other representation or warranty, either express or implied, with respect to the condition of the Premises. Except as otherwise provided in this Lease, Tenant hereby accepts the Premises in its “AS IS” condition, without any representation or warranties on the part of Landlord as to the size, location, layout, use or condition of the Premises. Landlord shall deliver physical possession and control of the Premises together with the key therefor to Tenant on the Commencement Date, structurally and mechanically sound, water tight, free of material structural or material latent defects, free of Hazardous Substances (as defined in Section 8 of this Lease), other than those used in the ordinary course of Tenant’s business prior to the Effective

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Date, and in compliance with all Laws (including but not limited to any compliance with Title III of the Americans With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time-to-time. In no way shall Tenant’s acceptance of the Premises limit Landlord’s liability for Hazardous Substances or for any material structural or material latent defects existing in, on or at the Premises as of the Commencement Date.

5.1 Landlord’s Title . Landlord covenants, represents, and warrants that on or before the Commencement Date, Landlord will own and hold fee simple title in and to the Building and the Premises and will have full right and authority to enter into and to execute this Lease. Landlord covenants and warrants that as of the Commencement Date, the Building and Premises are not subject to any unrecorded covenants, unrecorded conditions, and unrecorded restrictions or similar type restrictive agreements (“CCRs”) that would prohibit Tenant’s use or occupancy of the Premises. Landlord shall not (i) consent to or approve any new CCRs (whether or not recorded), nor exercise any consent or approval under any existing or new CCRs (whether or not recorded) that materially adversely affects Tenant’s use or occupancy of the Premises or which would otherwise materially increase Tenant’s obligations or decrease Tenant’s rights under this Lease, without the prior written consent of Tenant, which consent shall not be unreasonably withheld, conditioned or delayed.

6. Repairs & Maintenance .

6.1 Tenant’s Obligations . Subject to Landlord’s obligations set forth in Section 6.4 below, during the Term, at Tenant’s sole cost and expense, Tenant shall perform all maintenance, repairs and replacements necessary to maintain all non-structural portions of the Building, including maintenance, repairs and replacements to the Building’s Systems, and the landscaping in good operating condition and repair using repairmen and service providers selected by Tenant. In connection with Tenant’s maintenance and repair obligations, Tenant shall have the right, without consent from Landlord, to hire such contractors as Tenant requires, in Tenant’s sole discretion. Additionally, Tenant shall be solely responsible for the performance of the regular removal of trash and debris using service providers selected by Tenant.

6.2 Tenant’s Right to Perform Landlord’s Obligations . If Landlord fails to maintain the Premises as set forth in Section 6.4 below, and Landlord fails to cure the same within twenty (20) days after Tenant has given Landlord notice of such failure pursuant to Section 18 (unless the failure relates to maintenance, repair or replacement of the roof, in which case Tenant shall only be required to provide Landlord with five (5) days’ prior written notice, or unless such failure results in an emergency, in which case, no prior notice is required), Tenant may, at its option, put or cause the same to be put in the condition and state of repair required by this Lease, and in such case, Landlord shall reimburse Tenant the amounts incurred by Tenant in performing such repairs within thirty (30) days after Tenant’s delivery to Landlord of written statements and copies of reasonably detailed invoices from Tenant’s contractor(s) and/or vendor(s). If Landlord fails timely to reimburse Tenant hereunder, Tenant may credit the amounts due Tenant from Landlord against any payment obligations under this Lease until such reimbursement is fully recovered. Further, in the event any repairs or construction by Landlord, whether under this Section or any other provision of this Lease, results in all or part of the Premises being closed for business or Tenant’s business being adversely impacted, Tenant’s Base Rent, Additional Rent and

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other charges shall be abated based on the proportion of the Premises that are closed for business or based on the extent to which Tenant’s business is adversely impacted until such time as Tenant is able to reopen such portions of the Premises for business or Landlord completes its repairs or construction (whichever is later).

6.3 Landlord’s Right to Perform Tenant’s Obligations . If Tenant fails to perform any of its obligations hereunder with respect to maintenance, repairs or replacements, within any applicable notice and cure period provided herein, then Landlord may, if it so elects but expressly without any obligation to do so, in addition to any other remedies provided herein, perform the same. Any reasonable out-of-pocket sums expended by Landlord in effecting such maintenance, repairs or replacements shall be deemed to be Additional Rent owing by Tenant to Landlord and shall be due and payable within thirty (30) days after Tenant’s receipt of written request therefore and copies of reasonably detailed invoices from Landlord’s contractor(s) and/or vendor(s).

6.4 Landlord’s Obligations . During the Term, Landlord, at Landlord’s sole cost and expense (except as otherwise expressly provided herein), shall be responsible for promptly making any and all (a) maintenance, repairs and replacements to the Building’s Structure, and (b) all maintenance, repairs and replacements to the Parking Lot, sidewalks, driveways and any other parking and/or asphalted or paved areas; provided that the cost of any capital improvement shall be amortized over the useful life of such improvement (as reasonably determined in accordance with generally accepted accounting principles), and Tenant shall pay Landlord as monthly Additional Rent, the amortized portion thereof that is solely attributable to the then remaining term of this Lease.

6.5 Definitions . As used in this Lease, “Building’s Structure” means all of the Premises’ exterior and structural portions, including, without limitation, the Building’s exterior paint, surfaces and walls, the window systems (excluding plate glass), roof, roof membrane, roof covering, footings, foundations, floors, floor slabs, masonry walls, load-bearing walls, and structural columns and beams; “Building’s Systems” means the Building’s HVAC, evaporative, life-safety, plumbing, make up air or other electrical, gas, cable, sprinkler, mechanical and all other systems; and “including” means including, without limitation.

7. Alterations . Except for any nonstructural interior alterations, additions, or improvements (including, without limitation, changing color schemes, installing new countertops, flooring, wall covering, lighting, fixtures, and modifying the layout of Tenant fixtures), Tenant shall not make or suffer to be made, any other alterations, expansions, additions or improvements (“Alterations”) in, on or to the Premises or any part thereof without the prior consent of Landlord. Landlord agrees not to unreasonably withhold, condition or delay its consent for any Alterations. Any Alterations, except movable furniture and trade fixtures, shall at once become a part of the Premises and belong to Landlord unless otherwise agreed to by Landlord. Landlord shall advise Tenant in writing at the time Landlord granted consent or received notice of such Alterations if Tenant shall be required to remove such Alterations at the expiration or earlier termination of this Lease. If Landlord fails to notify Tenant at the time Landlord granted consent or received notice of such Alterations, then Landlord shall be deemed to have waived its right to require Tenant to remove such Alterations at the expiration or earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, Tenant may make cuts or other penetrations in the roof of the Building, without Landlord’s prior consent so long as Tenant closes up any such cuts or penetrations to water tight condition at the expiration or earlier termination of this Lease.

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7.1 Landlord’s consent to any Alterations shall be contingent upon Tenant agreeing to the following minimum conditions: (i) Tenant shall pay or cause to be paid the entire cost of the Alterations, (ii) the contractor, subcontractors and suppliers shall be subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned d or delayed, and (iii) all plans and specifications shall be subject to the approval of Landlord.

7.2 Landlord shall give its approval or disapproval (giving reasonably detailed reasons in writing in case of disapproval) of the plans and specifications or other submissions for any Alterations requiring Landlord’s consent hereunder within fifteen (15) days after their delivery to Landlord with Tenant’s express written request for Landlord’s approval thereof (and, as to any subsequent revised plans and specifications or other submissions submitted by Tenant to Landlord, within five (5) business days after their delivery to Landlord with Tenant’s express request for Landlord’s approval thereof). In the event Landlord fails to give its approval or disapproval (giving reasonably detailed reasons in writing in case of disapproval) of such plans and specifications or other submissions within said 15-day (or 5-business day, as applicable) period, then, to the extent Tenant’s request for approval or any subsequent requests for approval expressly stated thereon, in BOLD CAPITALIZED LETTERS , that failure to respond within such 15-day (or 5-business day, as applicable) period shall be deemed Landlord’s approval of such plans and specifications or other submissions, the plans and specifications or other submissions for such Alterations so submitted shall be deemed approved by Landlord.

7.3 Tenant agrees to take all necessary steps to prevent the imposition of liens against the Premises as a result of the Alterations, and agrees to hold Landlord harmless from all liens, claims damages, costs and expenses (including reasonable attorneys’ fees) resulting from said Alterations other than those resulting from acts of Landlord or its contractors, employees, representatives or agents. Tenant shall obtain and pay for all necessary permits and shall comply with all applicable governmental requirements and insurance rating bureau recommendations. Tenant shall also obtain, at Tenant’s sole cost, or require its contractors to obtain all reasonable insurance required by Landlord during construction of the Alterations, including but not limited to builder’s risk, liability and workers compensation coverage.

8. Environmental Covenants . Tenant shall comply with all applicable Laws relating to discharge, emissions, waste, nuisance, pollution control, hazardous substances and other environmental matters as the same shall be attributable to Tenant’s operations at the Premises from and after the Commencement Date through the balance of the Term. All of the foregoing Laws are hereinafter referred to as “Environmental Laws.”

8.1 Tenant shall obtain all environmental licenses, permits, approvals, authorizations, exemptions, certificates and registrations (hereinafter collectively referred to as “Permits”) and make all applicable filings required of Tenant under the Environmental Laws required by Tenant to operate at the Premises. The Permits and required filings shall be made available for inspection and copying by Landlord at Tenant’s offices upon reasonable notice and during business hours.

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8.2 Tenant shall not cause or permit any flammable explosive, oil, contaminant, pollutant, radioactive material, hazardous waste or material, toxic waste or material or any similar substance which is or may become regulated under any applicable federal, state or local law (hereinafter collectively referred to as “Hazardous Substances”) to be brought upon, kept or used in or about the Premises in violation of Environmental Laws. Tenant shall handle, store, use and dispose of any such Hazardous Substance in compliance with all applicable Environmental Laws in a manner which is safe and does not contaminate the Premises.

8.3 If Tenant causes a release of Hazardous Substances in violation of Environmental Laws at the Premises and Tenant fails during the Term to remediate such release in accordance with applicable standards for remediation of industrial properties, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as Additional Rent. In addition, Tenant, at Landlord’s sole cost and expense (including reimbursement of Tenant’s reasonable attorneys’ fees) shall execute affidavits, representations and the like upon Landlord’s request for such documents for purposes of obtaining insurance, financing and the like, concerning Tenant’s best knowledge and belief regarding the presence of Hazardous Substances on the Premises.

8.4 Tenant hereby agrees to indemnify and hold Landlord harmless from any liability, claim, loss, damage, or cost (including reasonable attorneys’ fees), including, without limitation, the cost of any required repair, cleanup, remediation or detoxification, arising from a breach by Tenant of this Section 8 or any actual or alleged violation of Environmental Laws by Tenant in, on, under or about the Premises or relating solely to the operation of Tenant’s business on the Premises from and after the Commencement Date through the Term. The foregoing covenants and indemnification shall survive the expiration of the Term of this Lease, provided that Tenant’s covenants and obligations shall terminate upon Tenant’s delivery of an environmental study reasonably acceptable to Landlord within two months of the end of the Lease Term that demonstrates to Landlord’s reasonable satisfaction that Tenant has no indemnification obligations, to Landlord pursuant to this Section 8.4, or that Tenant has satisfied such indemnification obligations.

8.5 Notwithstanding anything contained herein to the contrary, Landlord agrees, as to any Hazardous Substances at the Premises identified by Gaiatech pursuant to the Phase II Work (as defined in that certain Property Access Agreement dated as of March 13, 2014, by and among Power Solutions International, Inc., Carl L. Trent, Kenneth C. Trent, CKT Holdings, Inc., and Landlord) as of the Commencement Date (the “Commencement Date Hazardous Substances ” ) or first introduced or otherwise brought to the Premises by Landlord or its contractors, agents or employees after the Commencement Date (the “Post Commencement Date Hazardous Substances ” ), to remove or otherwise remediate such Hazardous Substances if and to the extent required to attain applicable remediation standards for industrial properties issued pursuant to Environmental Law as existing on the Commencement Date (i.e., as it relates to the Commencement Date Hazardous Substances) or as of the date so introduced by Landlord or its contractors, agents or employees (i.e., as it relates to the Post Commencement Date Hazardous Substances), as the case may be, at Landlord’s sole cost and expense. Landlord shall restore, at its sole cost and expense any damage caused to the Premises as a result of such access, removal or remediation by Landlord under this Section. In any entry into the Premises under this Section, Landlord shall use commercially reasonable efforts (which shall require overtime work to the extent such activity materially interferes with Tenant’s use and occupancy of or access to the

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Premises) to minimize interference with Tenant’s business operations therefrom. The foregoing is not intended to apply to Hazardous Substances present on the Premises on the Commencement Date used in connection with the ordinary course of Tenant’s business, provided that such Hazardous Substances have not been placed or used at the Premises by Landlord in violation of any applicable Environmental Laws or would require reporting of a release by Landlord pursuant to applicable Environmental Laws.

8.6 Notwithstanding anything contained herein to the contrary, Tenant shall not perform (or allow to be performed) any activities at the Premises that would disturb the ground surface or subsurface and shall not conduct (or allow to be conducted) any environmental evaluation, investigation, sampling, or testing of the soil or groundwater (or surface water or sediment) at the Premises unless (i) Tenant is required by applicable Environmental Law to undertake such evaluation, investigation, sampling, or testing and Tenant provides Landlord with no less than ten (10) days advance written notice; or (ii) Landlord, in its sole discretion, agrees to such land disturbing activities or to such evaluation, investigation, sampling, or testing. In the event Tenant breaches its obligations under this Section 8.6 and Hazardous Substances are identified in connection with any such breach, Tenant shall be responsible, at its sole cost and expense, for all response actions including investigation and remediation of all such Hazardous Substances as necessary to achieve compliance with applicable Environmental Law and shall restore the Premises to substantially the same condition as existed prior to the breach.

9. Indemnification .

9.1 Indemnification of Landlord . Tenant shall indemnify, defend and hold harmless Landlord, and its respective partners, directors, members, officers, shareholders, agents and employees, from and against any and all liabilities, obligations, claims, demands, damages, penalties, causes of action, costs and expenses of every kind and nature (including reasonable attorneys’ fees), including those arising from any injury to any person (including death) or damage to property (a) sustained in, on or about the Premises, (b) resulting from the negligence or willful act or omission of Tenant, its employees, agents, contractors, invitees, licensees, or sublessees, or (c) resulting from the failure of Tenant to perform its obligations under this Lease; provided, however, Tenant’s obligations under this Section 9.1 shall not apply to injury or damage resulting from the negligence or willful act of Landlord or its employees, agents or contractors. Notwithstanding the foregoing, this Section 9.1 shall be subject to Section 4.3.5 of this Lease.

9.2 Indemnification of Tenant . Landlord shall indemnify, defend and hold harmless Tenant, and its respective partners, directors, members, officers, shareholders, agents and employees, from and against any and all liabilities, obligations, claims, demands, damages, penalties, causes of action, costs and expenses of every kind and nature (including reasonable attorneys’ fees), including those arising from any injury to any person (including death) or damage to property (a) sustained in, on or about the Premises and resulting from the negligence or willful act of Landlord, its employees, agents or contractors, or (b) resulting from the failure of Landlord to perform its obligations under this Lease; provided, however, Landlord’s obligations under this Section 9.2 shall not apply to injury or damage resulting from the negligence or willful act of Tenant, or its employees, agents, contractors, invitees, licensees, or sublessees. Notwithstanding the foregoing, this Section 9.2 shall be subject to Section 4.3.5 of this Lease.

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10. Casualty . If the Premises or the Building are damaged by fire or other casualty (a “Casualty”), Landlord shall, within sixty (60) days after such Casualty, deliver to Tenant a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty.

10.1 Tenant’s Rights . If a material portion of the Premises is damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within 180 days after such Casualty (the “Repair Period”), or if the restoration and repair of the damage and destruction caused by such Casualty is not substantially completed within 240 days of such Casualty (and such date shall not be extended by a Force Majeure event), or if such damage occurs during the last year of the Term, then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate, in which event this Lease shall terminate as of the date of such Casualty.

10.2 Landlord’s Rights . If a Casualty damages the Premises or a material portion of the Building and (1) Landlord estimates that the damage to the Premises cannot be repaired within the Repair Period, (2) the damage to the Premises exceeds 50% of the replacement cost thereof (excluding foundations and footings), as estimated by Landlord, and such damage occurs during the last year of the Term (subject to Tenant’s extension rights), or (3) Landlord is required to pay any insurance proceeds arising out of the Casualty to Landlord’s mortgagee, then Landlord may terminate this Lease by giving written notice of its election to terminate within sixty (60) days after the Damage Notice has been delivered to Tenant.

10.3 Repair Obligation . If neither party elects to terminate this Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to repair and restore the Premises and shall proceed with reasonable diligence to repair and restore the Premises to substantially the same condition as they existed immediately before such Casualty; however, Landlord shall not be required to repair or replace any Alterations to the Premises made by Tenant or any furniture, equipment, trade fixtures or personal property of Tenant or others in the Premises or the Building, and Landlord’s obligation to repair or restore the Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question. For purposes hereof, the term “proceeds” shall include the deductible amount of any insurance policies maintained by Landlord and any self-insured, uninsured or co-insured portions of the risk of property loss, it being the intention of the parties that the full replacement cost of any such loss be available to pay for the restoration of the Premises, regardless of whether such amounts are insured by a third party insurance carrier or self-insured by Landlord. In the event of this Lease is terminated pursuant to any provisions of this Section 10, Rent shall be adjusted as of the date of the Casualty.

10.4 Abatement of Rent . If the Premises are damaged by Casualty, Rent for the portion of the Premises rendered untenantable by the damage shall be equitably abated from the date of damage until the earlier to occur of (i) the date Tenant uses the entire Premises for the conduct of its business, and (ii) the ninetieth (90 ^th ) day following the completion of Landlord’s repairs (or until the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be).

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11. Condemnation . If all or substantially all (a “total taking”) of the Premises shall be sold to or taken by any public authority under its power of condemnation or the threat thereof, this Lease shall terminate as of the date possession shall be transferred to the acquiring authority, and the Rent payable hereunder shall be apportioned accordingly as of the date of the total taking. Upon any taking of less than substantially all of the Premises, except as hereinafter provided, this Lease shall continue in force as to the part of the Premises not taken, and the Rent payable as of the date of the taking shall be reduced in proportion to the amount of square feet of the Premises taken. If the parties cannot agree upon the reduction in Rent within thirty (30) days after the taking, then the Rent shall be determined by an independent real estate appraiser or broker jointly selected by Landlord and Tenant. If any part of the Premises becomes subject to a taking and such partial taking will prevent Tenant from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately before such taking, then Tenant may terminate this Lease as of the date of such taking by giving written notice to Landlord within thirty (30) days after the taking, and Rent shall be apportioned as of the date of such taking. In the event of any such partial taking, Landlord, upon receipt and to the extent of the award in condemnation or proceeds of sale, shall, unless this Lease has been terminated, make necessary repairs and restorations (exclusive of Tenant’s leasehold improvements and Alterations) to restore the Premises remaining to as near its former condition as circumstances will permit. If Landlord fails to complete such restoration to the Premises and the Building within one hundred eighty (180) days after the date of any taking, then Tenant may terminate this Lease at any time thereafter but prior to the date of such restoration by giving written notice to Landlord and Base Rent and Additional Rent shall be apportioned as of the date of the termination (subject to any abatement provided for herein). In any event, all damages awarded by or amounts paid by the acquiring authority for any such taking, whether for the whole or a part of the Premises, shall belong to and be the property of Landlord whether such damages are awarded as compensation for loss of, or diminution in value to, the leasehold or the fee thereof; provided, however, that Tenant shall have the right to pursue such claim or claims as Tenant may have legally for relocation expenses, interruption of business, the value of any improvements and such other items which do not reduce the award or proceeds of sale payable to Landlord. Tenant shall not have any claim against Landlord for the value of the unexpired Term hereof.

12. Assignment and Subletting . Except in the case of a Permitted Transfer, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, otherwise assign, pledge, mortgage or otherwise transfer or encumber this Lease or sublet any part or all of the Premises and shall not permit any use of any part of the Premises by any other party, or any transfer of its interest in the Premises by operation of law (collectively, a “Transfer”) without obtaining Landlord’s prior written consent. Without waiving Landlord’s right hereunder to declare a default in the event of an assignment of this Lease or a subletting of the Premises or any part thereof or occupancy of the Premises by anyone other than Tenant, Landlord may collect from the assignee, sublessee or occupant, any rental and other charges herein required, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee or occupancy, nor a release of Tenant from the performance by Tenant of this Lease. Further, Tenant at all times and under all circumstances shall remain liable to Landlord for the payment of all Base Rent and Additional Rent due and to become due and the performance of all other obligations of Tenant hereunder for the Term hereof.

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12.1 If Landlord’s consent is required for a Transfer, then Landlord’s consent shall be deemed to have been given unless Landlord notifies Tenant in writing of the reasons for disapproval within ten (10) Business Days after receipt of Tenant’s written request for consent. In the event Landlord does not consent to a Transfer by Tenant, Landlord shall provide Tenant with a reasonably detailed written explanation as to the reasons for withholding such consent.

12.2 Permitted Transfers . Notwithstanding anything contained herein to the contrary, Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (a “ Permitted Transfer ”) to the following types of entities (a “ Permitted Transferee ”) without the written consent of Landlord:

(1) an Affiliate of Tenant;

(2) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged, reorganized, or consolidated, in accordance with applicable statutory provisions governing merger, reorganization and consolidation of business entities, so long as Tenant’s obligations hereunder are assumed by the entity surviving such merger or created by such consolidation,

(3) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant’s stock, assets, equity or other ownership interests, or

(4) any successor in interest to Tenant as a result of any initial public offering by Tenant or an affiliate, or the sale of Tenant’s or an affiliate’s stock on a nationally recognized exchange.

Permitted Transfers also shall include any initial public offering by Tenant or an Affiliate, the sale of Tenant’s or an Affiliate’s stock on a nationally recognized exchange, any change or transfer of ownership or similar event in which the acquiring entity is or will be an affiliate or successor, including without limitation any mergers, or the sale or transfer of all or substantially all of Tenant’s stock or assets to another entity. A Permitted Transfer shall serve to release Tenant of all further liability under this Lease. If Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder. Tenant shall promptly notify Landlord of any such Permitted Transfer, but Landlord’s consent shall not be required and Landlord shall have no right to delay, alter, or impede any of the foregoing transactions or combinations thereof. No later than fifteen (15) Business Days after the effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with (A) copies of the instrument effecting any of the foregoing Transfers, (B) documentation establishing Tenant’s satisfaction of the requirements set forth above applicable to any such Transfer, and (C) evidence of insurance as required under this Lease with respect to the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfers. “Affiliate” means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the party in question.

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13. Subordination, Non-Disturbance & Attornment . Tenant’s interest under this Lease and the leasehold estate hereby created shall be subject and subordinate to the lien of any mortgage or similar lien which Landlord may now or hereafter place upon the Premises and to all of the terms and conditions thereof, all advances made thereunder, and to any renewals, extensions, modifications or replacements thereof; provided, however, that if the Lease is otherwise in full force and effect and Tenant is not in Default, such mortgagee shall agree that upon any foreclosure or sale of the Premises pursuant to the exercise of any remedy provided for in the mortgage, this Lease shall not be terminated nor affected by said foreclosure or sale, and the mortgagee shall agree that any foreclosure or sale of the Premises pursuant to the exercise of any rights and remedies under the mortgage, or otherwise, shall be made subject to this Lease and the right of the Tenant hereunder. Pursuant to the terms of the Subordination, Non-disturbance and Attornment Agreement (as defined below), Tenant shall, in the event that any proceedings are brought for foreclosure of or in the event that any exercise of the power of sale under any mortgage or similar lien made by Landlord covering the Premises is made, or if Landlord assigns this Lease, attorn to the Landlord’s successor upon any such foreclosure, sale or assignment, and shall recognize such purchaser or assignee as Landlord under this Lease. The parties hereto agree to execute such documents as may be reasonably necessary to effectuate this Section 13.

13.1 On or before the Commencement Date, or in the event a mortgage is placed of record prior to a Memorandum of Lease becoming of record, and as a condition precedent to the effectiveness of this Lease, Landlord shall provide to Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (“Subordination, Non-disturbance and Attornment Agreement”) in favor of Tenant from Landlord’s mortgagee now in existence against the Premises or the Building and as to all advances made or hereafter to be made thereon. The Subordination, Non-disturbance and Attornment Agreement shall be in recordable form and may be recorded at Tenant’s election and expense.

13.2 Within twenty (20) Business Days after Tenant’s receipt of a written request from Landlord or any Landlord’s mortgagee, Tenant shall, in writing, subordinate its rights hereunder to the interest of any future ground lessor of the land and to the future lien of any mortgage recorded against the Premises and/or the Building after this Lease is fully executed by Landlord and Tenant, and as to all advances made or hereafter to be made thereon, provided, however, that, as a condition precedent to such subordination to such future encumbrance by Tenant, such Landlord’s mortgagee shall execute a Subordination, Non-disturbance and Attornment Agreement in favor of Tenant in a form acceptable to Tenant.

14. Tenant Default . The term “Default” shall mean the following: if Tenant shall fail to (a) pay the Base Rent and Additional Rent within ten (10) Business Days after the same is due, or (b) perform any of the other covenants or conditions herein contained on the part of Tenant and such default shall continue for thirty (30) days after written notice thereof shall have been given to Tenant (except that such thirty (30) day period shall be automatically extended for an additional period of time reasonably necessary to cure such default if such default cannot be

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cured within such thirty (30) day period and provided Tenant commences the process of curing such default within said thirty (30) day period and pursues such cure diligently and subject to extension for delays cause by Force Majeure, Landlord, in accordance with applicable Law, may terminate Tenant’s tenancy and recover possession of and reenter the Premises without accepting a surrender of the Premises or affecting Tenant’s liability for past Rent and other charges due and other charges to accrue hereunder. In the event of such action, Landlord shall be entitled to recover from Tenant, in addition to Base Rent, Additional Rent and any other charges equivalent to Rent, all other damages sustained by Landlord on account of the breach of this Lease, including, but not limited to, the costs, expenses and attorney fees incurred by Landlord in enforcing the terms and provisions hereof and in reentering and recovering possession of the Premises and for the reasonable cost of any necessary repairs, alterations and reasonable fees of any brokers, attorneys, appraisers or other professional engaged in connection with the reletting of the Premises.

14.1 As an alternative, at the election of Landlord, Landlord, in accordance with applicable Law, shall have the right to declare this Lease terminated and cancelled, without any further rights or obligations on the part of Landlord or Tenant (other than Tenant’s obligation for Rent and other charges due and owing through the date of termination), so that Landlord may relet the Premises without any right on the part of Tenant to any credit or payment resulting from any reletting of the Premises.

14.2 Landlord may also elect, in addition to or in lieu of the above remedies, to accelerate the Base Rent, Additional Rent and any other charges due from Tenant to Landlord hereunder for the remainder of the Term less the then present fair rental value of the Premises for such period, such amount to be discounted at the rate of eight percent (8%) per annum to their then present worth, all of which amounts shall be immediately due and payable from Tenant to Landlord.

14.3 Landlord may, in addition to the remedies referenced herein, or in lieu thereof, pursue such other remedy or combination of remedies and recover such other damages for breach of tenancy and/or contract as available at law or otherwise.

14.4 In addition to any remedies available to it at law or in equity, Landlord may, but shall not be obligated to, perform the same for and on behalf of Tenant, the reasonable cost of which performance, upon the proper payment thereof, together with all interest and penalties necessarily paid in connection therewith and any and all other damages incurred by Landlord as a result of any such Default, shall be paid to Landlord by Tenant following receipt of written demand and supporting evidence for any reasonable expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease, with interest thereon at the rate set forth in Section 14.6, from the date of each expenditure and/or incurrence.

14.5 Notwithstanding the foregoing provisions of this Section and regardless of whether an event of Tenant’s Default shall have occurred, such curative action by Landlord may be taken without any notice if Landlord, in its good faith opinion, reasonably believes: (i) it would be materially injured by failure to take rapid action; or (ii) the condition complained of constitutes an emergency.

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14.6 Any amount due from Tenant to Landlord hereunder which is not paid when due shall bear interest at a floating annual rate equal to two percent (2%) per annum in excess of the prime rate of interest published from time to time in The Wall Street Journal (but in no event shall such rate of interest exceed the maximum rate of interest permitted to be charged by law) from the date due until paid, compounded monthly, but the payment of such interest shall not excuse or cure any Default by Tenant under this Lease (provided that, on the first two (2) occasions of late payment of Rent occurring in any Lease Year, such interest shall not accrue unless Tenant fails to pay such delinquency within five (5) Business Days after Landlord gives written notice of such delinquency to Tenant, but on the third and any subsequent occasion of late payment of Rent occurring in any Lease Year, no such notice from Landlord shall be required for interest to accrue as otherwise provided in this Section).

14.7 A waiver by either party of a breach or default by the other party under the terms and conditions of this Lease shall not be construed to be a waiver of any subsequent breach or default nor of any other term or condition of this Lease, and the failure of the non-defaulting party to assert any breach or to declare a default by the other party shall not be construed to constitute a waiver thereof so long as such breach or default continues unremedied.

14.8 Landlord shall be obligated to use commercially reasonable efforts to mitigate its damages as a result of a Default by Tenant.

15. Landlord Default . If Landlord fails to perform or observe any of the obligations on Landlord’s part to be performed or observed pursuant to this Lease, and such failure continues for thirty (30) days after written notice thereof is sent by Tenant to Landlord informing Landlord of such failure, then Landlord shall be deemed to be in default under this Lease; provided, however, that if the failure set forth in Tenant’s notice is such that it requires more than thirty (30) days to correct, Landlord shall not be deemed to be in default hereunder if Landlord: (i) promptly and diligently commences curing the failure within thirty (30) days after written notice is sent by Tenant to Landlord informing Landlord of such failure; and (ii) diligently prosecutes the cure to completion and subject to extension for delays cause by Force Majeure. Any monetary judgment obtained by Tenant shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levy thereon against the right, title and interest of Landlord in the Premises and out of rents or other income from such property receivable by Landlord and Landlord shall not be personally liable for any deficiency. If a Landlord default cannot be cured within the time periods provided for in this Section, Tenant shall have the right to credit any damages resulting therefrom or other claimed amount against any Base Rent, Additional Rent, or other sum then or thereafter due Landlord.

16. Cumulative Remedies . Any and all remedies set forth in this Lease: (1) shall be in addition to any and all other remedies the non-defaulting party may have at law or in equity, (2) shall be cumulative, and (3) may be pursued successively or concurrently as the non-defaulting party may elect. The exercise of any remedy by shall not be deemed an election of remedies or preclude the non-defaulting party from exercising any other remedies in the future.

17. Costs and Attorney Fees . Upon any dispute between Landlord and Tenant under this Lease or any action to enforce or interpret the provisions of this Lease, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys’ fees, taxable costs and expenses incurred in contesting such dispute or pursuing such action.

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18. Notices . All notices and demands by any party to any other shall be given in writing and either personally served, sent by Federal Express or other nationally recognized overnight delivery service or by United States certified mail, return receipt requested, postage prepaid, and addressed as follows:

Any party may, upon prior written notice to the others, specify a different address for the giving of notice. Notices shall be effective on the date of personal service or one (1) Business Day after sending if sent by overnight courier or two (2) Business Days after sending if sent by certified mail, return receipt requested.

19. Termination . Upon the termination of this Lease, by expiration or otherwise, Tenant shall peaceably surrender the Premises to Landlord in as good condition and repair, excepting ordinary wear and tear, casualty, condemnation, and damage from any cause not required to be repaired or replaced by Tenant. All Equipment, Alterations and other decorations made to the Premises by Tenant shall remain and be the property of the Landlord unless Landlord shall require Tenant, at Tenant’s expense, to remove any such Alterations or decorations and subject to the terms and conditions of Section 4.3.5., repair the damage caused by such removal pursuant to and strictly in accordance with Section 7 of this Lease. All furniture, equipment and unattached movable personal property owned by Tenant may (and upon

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Landlord’s request shall) be removed from the Premises by Tenant no later than the termination date, and Tenant. subject to the terms and conditions of Section 4.3.5., shall repair any and all damage caused by such removal. If the Premises are not surrendered upon the termination of this Lease as set forth herein, Tenant shall indemnify Landlord against all actual direct loss or liability resulting from delay by Tenant in so surrendering the Premises including, without limitation, any claim made by any succeeding tenant founded on such delay. Tenant shall also surrender all keys to the Premises and shall inform Landlord of combinations in any locks, safes and vaults, if any, in the Premises.

20. Quiet Enjoyment . Landlord covenants that, so long as no uncured Default then exists, Tenant shall and may peaceably hold and enjoy the Premises during the Term of this Lease, without interruption or disturbance from any person.

21. Holding Over . In the event Tenant remains in possession of the Premises after the expiration of this Lease without Landlord’s express written consent, it shall be deemed to be occupying the Premises as a tenant from month-to-month, upon all of the conditions, provisions and obligations of this Lease insofar as the same are applicable to a month-to-month tenancy; provided, that Base Rent during this month-to-month holdover period shall be one hundred fifty percent (150%) of the Base Rent applicable during the last month of the Term.

22. Transfer by Landlord . In the event of a sale or conveyance by Landlord of the Premises, the same shall operate to release Landlord from any future liability upon any of the covenants or conditions herein contained, provided that the successor in interest of Landlord assumes in writing Landlord’s obligations hereunder arising from and after the transfer date, and in such event Tenant agrees to look solely to the successor in interest of Landlord in and to this Lease. This Lease shall not be affected by any such sale or conveyance, and Tenant agrees to attorn to the purchaser or grantee, which shall be obligated on this Lease only so long as it is the owner of Landlord’s interest in and to this Lease.

23. Right of Entry . Provided that the exercise of such rights does not unreasonably interfere with Tenant’s occupancy of the Premises, and Landlord performs such activities in a manner consistent with Tenant’s reasonable safety and security procedures, Landlord, upon 48 hours prior notice to Tenant (except in an emergency, in which case, only notice as is reasonably in the circumstances required), shall have the following rights: to enter the Premises to inspect the same; to supply any service to be provided by Landlord hereunder; to show the Premises to prospective purchasers, mortgagees or tenants, provided, however, that any showings to prospective tenants shall be limited to the last six (6) months of the Term; to post notices of non-responsibility; and to alter, improve, or repair the Premises and any portion of the Building, all without abatement of Rent except as otherwise provided in this Lease. In such case Landlord may use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Premises where required by the character of the work to be performed, provided that such work shall not unreasonably interfere, affect or interrupt or interfere with Tenant’s use, business or operations in the Premises or obstruct the visibility or ingress to and egress from the Premises. Except as otherwise provided in this Lease, Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. In the event of substantial, material or unreasonable interference, Landlord shall first obtain the written consent of Tenant,

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which consent shall not be unreasonably withheld, and the Rent shall be abated based on the degree of interference with Tenant as described above. For each of the aforesaid purposes, Landlord shall at all times have a key with which to unlock all of the doors in, upon, or about the Premises, excluding any vaults and safes or special security areas (which must be designated in advance by Tenant and approved in writing by Landlord), and Landlord shall have the right to use any and all means which Landlord may deem necessary to open such doors in an emergency. Any entry to the Premises or portions thereof obtained by Landlord by any of such means, or otherwise, shall not be construed or deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof. Landlord shall, however, be liable for any damage or injury to persons or property caused by any negligent, willful, or wanton act or omission of Landlord, its agents, employees, guests, invitees or contractors resulting from their entry onto or repair or any other work performed on the Premises. Landlord shall immediately restore the Premises to its condition existing prior to any such entry.

24. Estoppel Certificates . From time to time, either party hereto shall furnish to any party designated by the other, within ten (10) days after request, a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, specifying the same), and (b) the dates to which the Rent and other charges have been paid, and (c) that, so far as the responding party knows, the other party is not in default under any provisions of this Lease (or if the responding party knows of any such default, specifying the same) and (d) such other factual matters as the requesting party may reasonably require. It is intended that any such statement may be relied upon by the requesting party or the party on whose behalf the certificate is being requested.

25. Signage . Tenant shall maintain, at Tenant’s sole expense, all currently existing signage located upon the Premises in good condition and repair. Tenant may modify the existing signage, construct or place additional signs, awnings, marquees, or other structures projecting from the exterior of the Building without the written consent of Landlord. Any signs placed on the Premises by Tenant shall be the sole expense of Tenant and such signs must comply with all Laws. Tenant shall remove, at Tenant’s sole expense, any signage at the expiration of the Term of the Lease, including any Option Term(s), or the early termination of the Lease as provided herein. Subject to the terms and conditions of Section 4.3.5, Tenant shall repair, at Tenant’s sole expense, all damage to the Premises caused by the removal of any of Tenant’s signage. Landlord shall not allow any signage or other advertisements for Landlord or any third party to be placed upon the exterior walls or roof of the Building or upon the Premises without Tenant’s express written approval, which shall be in Tenant’s sole discretion. During the Term, Landlord shall not remove, block, or otherwise interfere or tamper with Tenant’s signage without Tenant’s prior written consent, which may be withheld in Tenant’s sole discretion. In the event Landlord does remove Tenant’s signage, Landlord shall be responsible, at its sole cost and expense, for providing professionally prepared temporary signage during any period of removal (which temporary signage must be approved by Tenant before installation) and for promptly reinstalling Tenant’s signage and repairing any damage to the signage and/or the exterior of the Premises caused by the removal.

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26. Leasehold Mortgage .

26.1 Tenant’s Right . Tenant shall have the right to encumber its leasehold interest in the Premises under any Leasehold Mortgage and to the extent that granting of such Leasehold Mortgage requires the consent of any secured lender of Landlord, Landlord shall undertake all commercially reasonable efforts to obtain such consent. The Leasehold Mortgagee shall have the right to foreclose upon the leasehold estate pursuant to the terms of the Leasehold Mortgage and if the Leasehold Mortgagee or another third party (“Acquiring Party”) acquires title to the leasehold estate pursuant to a foreclosure sale or a deed in lieu of foreclosure, said Acquiring Party shall be recognized and considered as the tenant under this Lease and shall have all of the rights and benefits of Tenant hereunder. The Acquiring Party shall not be liable for any act, omission and/or breach of this Lease by any prior tenant, and the Acquiring Party shall only be liable for obligations under this Lease first arising from and after the date the Acquiring Party acquires the leasehold estate. The Acquiring Party shall have the right to assign and transfer this Lease without first obtaining Landlord’s consent. Upon any transfer or assignment of this Lease by the Acquiring Party, the Acquiring Party shall be automatically released and discharged from all liability thereafter accruing under this Lease. As used herein, (i) the term “Leasehold Mortgage” shall mean each and every recorded mortgage, deed of trust, deed to secure debt, collateral assignment of lease or other similar instrument creating a lien or other encumbrance on any portion of Tenant’s leasehold estate (regardless of the priority thereof, and any modification of any of the terms thereof, including, without limitation, any extension, renewal or refinancing of any indebtedness secured thereby or any additional advance secured by any Leasehold Mortgage or any additional Leasehold Mortgage given to secure the same; and (ii) the term “Leasehold Mortgagee” shall mean any person which makes or holds any Leasehold Mortgage, it being understood that Tenant may at any time and from time to time, concurrently or otherwise grant one or more Leasehold Mortgages and each such holder shall be deemed to be a “Leasehold Mortgagee.” Notwithstanding the foregoing, no party may be deemed a “Leasehold Mortgagee” unless Tenant has provided Landlord written notice stating the name, address for notices and contact person for such party.

26.2 Bankruptcy of Landlord . Landlord agrees that in any case commenced by or against Landlord under Title 11 of the United States Code (the “Bankruptcy Code”), if Landlord elects to reject this Lease pursuant to the provisions of the Bankruptcy Code, the rejection will not terminate this Lease but will be treated only as a breach of this Lease by Landlord. Landlord further agrees that in such bankruptcy case Tenant shall be deemed in possession of the Premises for purposes of Section 365(h) of the Bankruptcy Code, whether Tenant has retained actual occupancy and use, or has by sublease, assignment or license permitted third parties to occupy and use portions of the Premises; and as a result, upon a rejection of this Lease by Landlord the Tenant shall have the right to elect to remain in possession of the Premises under Section 365(h). Landlord acknowledges that Leasehold Mortgagee shall have a lien on any rights and interests acquired or retained by Tenant as a result of Landlord’s rejection of this Lease. Landlord further agrees that following rejection of this Lease, if Tenant assigns to Leasehold Mortgagee or any third party its interest in this Lease or its interest or right to remain in possession of the leasehold under Section 365(h) of the Bankruptcy Code (in accordance with the terms and conditions of this Lease which permit Tenant to assign its interests thereunder), then such assignee shall have all of the rights of Tenant, and Landlord will not assert that this Lease has been terminated, nor will Landlord otherwise attempt to limit, modify or prohibit the assignment of such interests. Landlord acknowledges that Leasehold Mortgagee has in such bankruptcy case a power of attorney or other right to act for and on behalf of the Tenant in relation to any proposed rejection

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or assumption of this Lease, and as such Leasehold Mortgagee shall have standing to appear and act as a party to this Lease for purposes of Section 365 of the Bankruptcy Code (but Leasehold Mortgagee shall not have any obligations under this Lease unless Leasehold Mortgagee expressly assumes the same). Landlord shall, during its bankruptcy case, serve on the Leasehold Mortgagee a copy of all notices, pleadings or documents which would otherwise be given to Tenant, and service shall be contemporaneous with and in the same manner as given to Tenant.

26.3 New Lease with Leasehold Mortgagee . If this Lease or Tenant’s rights thereunder are terminated, whether by reason of default of Tenant or Landlord, rejection of this Lease in any bankruptcy case, voluntary surrender and acceptance, or otherwise, then Landlord shall give written notice of such termination to Leasehold Mortgagee. Leasehold Mortgagee or its nominee shall have the option, exercisable by written notice to Landlord delivered no later than forty-five days following the date on which the Leasehold Mortgagee receives Landlord’s notice of termination, to receive from Landlord a new lease (the “New Lease”) of the Premises for the remaining term of this Lease at the rent and on the same terms, covenants and conditions as this Lease. If Leasehold Mortgagee exercises such option to obtain a New Lease, Leasehold Mortgagee shall pay to Landlord any amounts of money owing to Landlord by Tenant under the terms of this Lease, and Leasehold Mortgagee then shall be subrogated to the rights of Landlord against Tenant for the same. Leasehold Mortgagee and its nominee shall not be liable for or otherwise required to cure any defaults of Tenant of a nonmonetary nature or any defaults which are personal to Tenant (such as, for example, any default arising by virtue of any bankruptcy, insolvency or dissolution of Tenant). If Leasehold Mortgagee designates Tenant to enter into the New Lease in accordance with the terms hereof, Tenant and Landlord acknowledge and agree that Leasehold Mortgagee shall have the right to encumber the New Lease and the estate created thereby with a leasehold mortgage (the “New Mortgage”) on the same terms and conditions as the Leasehold Mortgage, except that the New Mortgage shall secure a first lien priority on the leasehold interest created by the New Lease.

26.4 No Amendment; Termination . Landlord shall not modify or amend any of the terms or provisions of this Lease, terminate or cancel this Lease, accept a surrender thereof or permit the rights of Tenant under this Lease to be waived, unless the prior written approval of Leasehold Mortgagee has been obtained. Landlord agrees that no termination, cancellation, surrender, amendment, restatement, modification or subordination of, or waiver of any of Tenant’s rights under, this Lease shall be binding on Leasehold Mortgagee without its prior written consent.

26.5 Personal Property and Subleases Subordinate . Landlord’s interest, if any, in and to any personal property owned by Tenant and located at the Premises and any subleases entered into by Tenant for all or any portion of the Premises and the rents, issues and profits therefrom are and shall remain subordinate to the lien of the Leasehold Mortgage.

26.6 Sale of Loan . Leasehold Mortgagee may at any time, without Landlord’s consent, sell, assign, participate or securitize all or any portion of Leasehold Mortgagee’s rights and obligations under the Leasehold Mortgage, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, and/or into the public securities market, in Leasehold Mortgagee’s sole discretion. The entirety of this Section 26 shall be binding upon Landlord and its successors and assigns and shall inure

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to the benefit of Leasehold Mortgagee and its successors and assigns, including, without limitation, each and every owner and holder of the Leasehold Mortgage, each person who, pursuant to proceedings to enforce the Leasehold Mortgage or conveyance in lieu of such proceedings, may succeed to Tenant’s interest under this Lease, and each person who may thereafter acquire Tenant’s interest under this Lease by purchase or otherwise.

26.7 Leasehold Mortgagee’s Liability . Notwithstanding anything to the contrary contained in this Lease, if Leasehold Mortgagee or any Acquiring Party shall succeed to the interest of Tenant under this Lease, Leasehold Mortgagee and such Acquiring Party shall have no personal liability as successor to Tenant, and Landlord shall look only to the estate and property of Leasehold Mortgagee and such Acquiring Party in the Premises or the proceeds thereof for the satisfaction of Landlord’s remedies for the collection of a judgment requiring the payment of money in the event of any default under this Lease. Notwithstanding anything to the contrary contained in this Lease, Leasehold Mortgagee or any Acquiring Party shall not be liable to Landlord for any liability or obligation of Tenant under this Lease unless and until Leasehold Mortgagee or such Acquiring Party shall take title to the Premises, and thereafter, upon the assignment, sale or other transfer by Leasehold Mortgagee or such Acquiring Party of its interest as under this Lease, Leasehold Mortgagee and such Acquiring Party shall be released from liability under this Lease as of the effective date of such assignment, sale or transfer, provided that the assignee agrees to be bound by the terms and conditions of this Lease, as modified hereby.

26.8 Notice and Cure Rights . Landlord shall provide any and all Leasehold Mortgagees with copies of all notices of breach or default that are delivered to Tenant contemporaneously with the furnishing of such notices to Tenant. Landlord agrees that no notice given under this Lease shall be effective against any Leasehold Mortgagee unless a copy has been delivered to such Leasehold Mortgagee in accordance with the terms of this Section 26.8. Landlord shall not take any action to terminate this Lease as a result of said default, provided (a) Leasehold Mortgagee commences action (within sixty (60) days of the receipt of such notice) (i) to cure (or cause the cure) of) the default or (ii) to foreclose upon the Premises and (b) Leasehold Mortgagee diligently pursues such cure or foreclosure. Landlord acknowledges and agrees that the cure of certain defaults may require possession or control of the Premises, and the exercise of rights and remedies under the Leasehold Mortgage shall constitute diligent action by Leasehold Mortgagee to cure the default. Any default which by its nature is incapable of being cured by Leasehold Mortgagee or any other third party who acquires title to the leasehold estate under this Lease pursuant to a foreclosure sale or a deed in lieu of foreclosure shall be waived by Landlord upon such foreclosure or deed in lieu thereof. Any notice, demand, request, or other instrument given by Landlord to Leasehold Mortgagee shall be delivered to Leasehold Mortgagee at such address as Leasehold Mortgagee may provide to Landlord in writing from time to time.

27. Miscellaneous .

27.1 Force Majeure . Other than for Landlord’s or Tenant’s obligations under this Lease that can be performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, terrorist acts or activities, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party (individually, and collectively, “Force Majeure”).

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27.2 Consent . Except where otherwise expressly provided for in this Lease, any consent or approval required under this Lease, pursuant to the terms of this Lease, may not be unreasonably withheld, conditioned or delayed.

27.3 Exhibits and Schedules . All of the exhibits and attachments attached hereto are incorporated herein by this reference.

27.4 Landlord Waiver of Lien . Landlord hereby waives any and all lien rights it may have, statutory or otherwise, concerning the personal property or fixtures of Tenant which shall be considered personal property for purposes of this Lease, and Landlord gives Tenant and any secured lender who holds a lien on any of the asset of Tenant the right to remove all or any portion of the same from time to time, whether before or after a Default by Tenant under this Lease, in Tenant’s and/or such secured party’s sole discretion and without Landlord’s consent. Notwithstanding the foregoing, at Tenant’s request, Landlord shall execute and deliver to Tenant’s secured lender a commercially reasonable form of Landlord Waiver whereby Landlord subordinates any security interest or right of distraint in favor of Tenant’s secured lender.

27.5 Antenna . Tenant shall have the right to place communications dishes, antennae and related equipment (collectively the “Antenna Equipment”) on the roof of the Building for its own use. Placement of the Antenna Equipment will comply with all applicable Laws. There shall be no charge to Tenant during the Term or any Extension Terms for the placement of Antenna Equipment. The specific location of the Antenna Equipment, and the plans and specifications for such equipment and its installation, shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed. Tenant shall have unrestricted twenty four (24) hours per day, seven (7) days per week access to the Antenna Equipment. If the rooftop is secured and not open to access, Landlord shall provide Tenant with the necessary keys or a procedure whereby Tenant can obtain access at any time. Upon vacating the Premises, Tenant shall remove the Antenna Equipment installed pursuant to this Section and shall restore the roof to substantially its condition prior to installation of the Antenna Equipment described herein, reasonable wear and tear and casualty damage excepted. With Landlord’s approval as to location and manner of installation, which shall not be unreasonably withheld, conditioned, or delayed, Tenant shall be entitled to install, connect, run, and maintain fiber optic conduits, telephone lines, and other wiring within the Building which shall be reasonably located so as not materially to interfere with other tenants. Tenant shall also be entitled to upgrade the power supply to the Antenna Equipment. Tenant shall receive any condemnation award related to the Antenna Equipment installed by Tenant pursuant hereto. Tenant, Landlord, and any other tenant or licensee in the Building operating communications dishes, antennae, or other telecommunications equipment shall (1) operate their equipment within the technical parameters specified by its manufacturer and/or as defined by the FCC, and (2) shall not use any portion of the Building in any way which causes radio frequency and/or electrical interference with any equipment of another tenant or licensee operated prior in time to the interfering equipment and in accordance with subsection (1) hereof. In the event of any such interference by Landlord or Tenant, Landlord or Tenant shall terminate the interference (as applicable). In the event the interference is caused by Landlord’s tenants or licensees, Landlord shall use its best efforts to cause such interference be terminated. Tenant shall also have the right to place Antenna Equipment within the Premises.

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27.6 Limitation of Liability . The liability of Landlord (and its partners, shareholders or members) to Tenant (or any person or entity claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Building shall be limited to Tenant’s actual direct, but not consequential, damages therefor and shall be recoverable only from the equity interest of Landlord in the Premises, and Landlord (and its partners, shareholders or members) shall not be personally liable for any deficiency. The liability of Tenant (and its partners, shareholders or members) to Landlord (or any person or entity claiming by, through or under Landlord) for any default by Tenant under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Building shall be limited to Landlord’s actual direct, but not consequential, damages therefor, and Tenant (and its partners, shareholders or members) shall not be personally liable for any deficiency

27.7 Binding Effect . The covenants, agreements and obligations herein contained, except as herein otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and assigns (but in the case of assigns only to the extent that assignment is permitted hereunder). No third party, other than such successors and assigns, shall be entitled to enforce any or all of the terms of this Lease or shall have rights hereunder whatsoever.

27.8 Execution; Entire Agreement . The submission of this document for examination does not constitute an offer to lease, or a reservation of, or option for, the Premises and this document becomes effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. This Lease and the exhibits, if any, attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are set forth herein. Tenant confirms that Landlord has made no representations, warranties or promises with respect to the Premises or the making or entry into of this Lease except as are expressly set forth herein, and agrees that no claim or liability shall be asserted by Tenant against Landlord for, and Landlord shall not be liable by reason of, breach of any representations, warranties or promises not expressly stated in this Lease. This Lease can be modified or altered only by agreement in writing between Landlord and Tenant.

27.9 Interpretation . This Lease shall be governed, construed and enforced in accordance with the laws of the State of Wisconsin. The invalidity or unenforceability of any provision of this Lease shall not affect or impair any other provision. If any provision of this Lease or the application thereof to any person or circumstances shall, to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by Law. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the parties other than are herein set forth. This Lease shall not be construed in favor of either Landlord or Tenant regardless of who prepared this Lease.

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27.10 Corporate Authority . If Tenant is an entity, the individuals executing this Lease on behalf of Tenant each warrant and represent that Tenant is a duly constituted entity organized under and in good standing under the laws of the State of Illinois; that Tenant is in good standing as a foreign corporation in the State of Wisconsin; that the persons executing and delivering this Lease on behalf of Tenant are duly authorized by Tenant to execute and deliver this Lease on behalf of Tenant; and that all necessary actions have been taken which are necessary to authorize and approve this Lease and to authorize the signatory hereto to execute and deliver the same and bind Tenant to the terms and provisions hereof. If Landlord is an entity, the individuals executing this Lease on behalf of Landlord each warrant and represent that Landlord is a duly constituted entity organized under and in good standing under the laws of the State of Wisconsin; that Landlord is in good standing as a corporation in the State of Wisconsin; that the persons executing and delivering this Lease on behalf of Landlord are duly authorized by Landlord to execute and deliver this Lease on behalf of Landlord; and that all necessary actions have been taken which are necessary to authorize and approve this Lease and to authorize the signatory hereto to execute and deliver the same and bind Landlord to the terms and provisions hereof.

27.11 Waivers . One or more waivers of any covenant or condition by either party shall not be construed as a waiver of a subsequent breach of the same covenant or condition.

27.12 Memorandum of Lease . Landlord and Tenant shall, upon request of either party, execute a commercially reasonable short form or memorandum of lease, in recordable form, evidencing the existence of this Lease.

27.13 Counterparts . This Lease may be executed in two or more counterparts, each of which shall be deemed an original.

[ Signature page follows. ]

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IN WITNESS WHEREOF, the undersigned have executed this Lease effective as of the date first above written.

EXHIBIT A

DESCRIPTION OF REAL PROPERTY

PARCEL 1:

Lot 14 of Darien Business Park - Plat 2 as recorded in Cabinet C, Slide 32 as Document No. 418992, Village of Darien, Walworth County, Wisconsin.

EXCEPTING THEREFROM all that portion thereof as set forth in a Warranty Deed from Carl L. Trent to the State of Wisconsin, Department of Transportation, recorded September 11, 2006 as Document No. 687760, and being more fully described as:

Parcel 6 of Transportation Project Plat 3150-02-20-4.04 recorded in Volume D, of Transportation Project Plats, Page 47, as Document Number 677534, on 5/25/2006 in Walworth County Office of the Register of Deeds.

Tax Key No: QDBP2 00002

PARCEL 2:

Lot 10 of Darien Business Park as recorded in Cabinet C, Slide 5 as Document No. 370562, Village of Darien, Walworth County, Wisconsin,

EXCEPTING THEREFROM all that portion thereof as is set forth in a Warranty Deed from Gerald W. Pelishek to the State of Wisconsin, Department of Transportation recorded as Document No. 685766 and being more fully described as:

Parcel 9 of Transportation Project Plat 3150-02-20-4.05 recorded in Volume D of Transportation Project Plats, Page 48 (Slide) as Document No. 677535 on May 25, 2006 in the Walworth County office of the Register of Deeds; also described as: part of Lot 10 of Darien Business Park, a recorded plat, located in the Southwest 1/4 of the Northwest 1/4 of Section 27, T2N, R15E, Village of Darien, Walworth County, Wisconsin.

Tax Key No: QDBP 00010

A-1

Exhibit 10.3

 

		AMENDED AND RESTATED CREDIT AGREEMENT   by and among

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Lead Arranger,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Book Runner,

THE LENDERS THAT ARE PARTIES HERETO

as the Lenders,

POWER SOLUTIONS INTERNATIONAL, INC.

as Parent, and

THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO

as Borrowers

Dated as of April 1, 2014

TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “ Agreement ”), is entered into as of April 1, 2014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “ Lender ”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “ Agent ”), WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “ Lead Arranger ”), WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “ Book Runner ”), POWER SOLUTIONS INTERNATIONAL, INC. , a Delaware corporation (“Parent”), PROFESSIONAL POWER PRODUCTS, INC. , an Illinois corporation (“PPPI”), and the other Persons from time to time party hereto as borrowers (such Persons together with Parent and PPPI, are referred to hereinafter each individually as a “ Borrower ”, and individually and collectively, jointly and severally, as the “ Borrowers ”).

WHEREAS , certain of the Borrowers, Agent and the Original Lenders are party to the Original Credit Agreement dated as of the Original Closing Date;

WHEREAS , the parties to the Original Credit Agreement desire to amend and restate the Original Credit Agreement in its entirety pursuant to this Agreement and the parties to this Agreement not parties to the Original Credit Agreement desire to become parties to this Agreement by their execution of this Agreement;

The parties agree as follows:

1.1. Definitions . Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1 .

1.2. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided , that if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used

herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries that are Loan Parties on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or Accounting Standards Codification 825) (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit

1.3. Code . Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided , that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

1.4. Construction . Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior

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to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

1.5. Time References . Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Central standard time or Central daylight saving time, as in effect in Chicago, Illinois on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day.

1.6. Schedules and Exhibits . All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

1.7. Effect of Amendment and Restatement; No Novation; Release . Upon the effectiveness of this Agreement, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Original Obligations outstanding on the Closing Date shall continue in full force and effect and constitute Obligations, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Original Obligations. Such Original Obligations, together with any and all additional Obligations incurred by Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. Borrowers hereby reaffirm their obligations, liabilities, grants of security interests, pledges and the validity of all covenants by them contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Closing Date. Any and all references in any Loan Documents to the Original Credit Agreement shall be deemed to be amended to refer to this Agreement. In consideration of Agent and Lenders entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of the date hereof, Parent and each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, Issuing Bank and Lenders, and their successors and assigns, and their present and former

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shareholders, directors, officers, attorneys, employees, agents and other representatives (Agent, Issuing Bank, each Lender and all such other Persons being hereinafter referred to collectively as the “ Releasees ” and individually as a “ Releasee ”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees by reason of any circumstance, action, cause or thing whatsoever which occurred on or prior to the date hereof pursuant to or arising out of the Original Credit Agreement, other Loan Documents or transactions directly related thereto between any Loan Party and the Releasees. PPPI is hereby joined to this Agreement as a Borrower, and PPPI hereby agrees to be bound by the terms and conditions (including without limitation all of the representations and warranties and covenants) to which a Borrower is a party as a Borrower under this Agreement. In furtherance of the preceding sentence, without limiting any provision of any Loan Document to which PPPI is now becoming a party as a Borrower, and in accordance with the terms of the Loan Documents, PPPI agrees to be jointly and severally liable with each other Borrower for all Obligations.

2.1. Revolving Loans .

(a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“ Revolving Loans ”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of:

(A) the amount equal to (1) the Maximum Revolver Amount less (2) the sum of (y) the Letter of Credit Usage at such time, plus (z) the principal amount of Swing Loans outstanding at such time, and

(B) the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent) less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time.

(b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

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(c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase or decrease Receivable Reserves, Inventory Reserves, Bank Product Reserves, and other Reserves against the Borrowing Base or the Maximum Revolver Amount (including, to the extent provided in Section 2.4(f)(v), the SBA Reserve). The amount of any Receivable Reserve, Inventory Reserve, Bank Product Reserve, or other Reserve established by Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such reserve and shall not be duplicative of any other reserve established and currently maintained.

2.2. Term Loan . Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the “ Term Loan ”) to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan Amount. The principal of the Term Loan shall be repaid in payments of $138,888.89 on the first day of each month, commencing with June 1, 2014. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations hereunder.

2.3. Borrowing Procedures and Settlements .

(a) Procedure for Borrowing Revolving Loans . Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than 12:00 p.m. (i) on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, and (ii) on the Business Day that is 1 Business Day prior to the requested Funding Date in the case of all other requests, specifying (A) the amount of such Borrowing, and (B) the requested Funding Date (which shall be a Business Day); provided , that Agent may, in its sole discretion, elect to accept as timely requests that are received later than 12:00 p.m. on the applicable Business Day. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrowers agree that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

(b) Making of Swing Loans . In the case of a request for a Revolving Loan and so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $7,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “ Swing Loan ” and all such Revolving Loans being referred to as “ Swing Loans ”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3 )

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applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii) , Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

(c) Making of Revolving Loans .

(i) In the event that Swing Lender is not obligated to make a Swing Loan, then after receipt of a request for a Borrowing pursuant to Section 2.3(a) , Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent on the Business Day that is 1 Business Day prior to the requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is 1 Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 12:00 p.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such Revolving Loans from the Lenders, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided , that, subject to the provisions of Section 2.3(d)(ii) , no Lender shall have an obligation to make any Revolving Loan, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

(ii) Unless Agent receives notice from a Lender prior to 11:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrowers such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 12:00 p.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when

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required hereby and if Agent has made available to Borrowers such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Revolving Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrowers of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving Loans composing such Borrowing.

(d) Protective Advances and Optional Overadvances .

(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv) , at any time after the occurrence and during the continuance of an Event of Default, Agent hereby is authorized by Borrowers and the Lenders, from time to time, in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “ Protective Advances ”). Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not exceed $7,500,000.

(ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv) , the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not exceed the Borrowing Base by more than $7,500,000, and (B) after giving effect to such Revolving Loans, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter), and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Revolving Loans to Borrowers to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of

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any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. The foregoing provisions are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.4(e)(1) . Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g) , as applicable) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(ii) , and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

(iii) Each Protective Advance and each Overadvance (each, an “ Extraordinary Advance ”) shall be deemed to be a Revolving Loan hereunder, except that no Extraordinary Advance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Extraordinary Advances shall be payable to Agent solely for its own account. The Extraordinary Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.

(iv) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary: (A) no Extraordinary Advance may be made by Agent if such Extraordinary Advance would cause the aggregate principal amount of Extraordinary Advances outstanding to exceed an amount equal to 10% of the Maximum Revolver Amount; and (B) to the extent that the making of any Extraordinary Advance causes the aggregate Revolver Usage to exceed the Maximum Revolver Amount, such portion of such Extraordinary Advance shall be for Agent’s sole and separate account and not for the account of any Lender and shall be entitled to priority in repayment in accordance with Section 2.4(b) .

(e) Settlement . It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans, the Swing Loans, and the Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions:

(i) Agent shall request settlement (“ Settlement ”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding Extraordinary Advances, and (3) with respect to Borrowers’ or any other Loan Party’s payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “ Settlement Date ”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans, Swing Loans, and

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Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g) ): (y) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii) In determining whether a Lender’s balance of the Revolving Loans, Swing Loans, and Extraordinary Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.

(iii) Between Settlement Dates, Agent, to the extent Extraordinary Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of Loan Parties received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g) ), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans.

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During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.

(iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g) .

(f) Notation . Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing the principal amount of the Revolving Loans (and portion of the Term Loan, as applicable), owing to each Lender, including the Swing Loans owing to Swing Lender, and Extraordinary Advances owing to Agent, and the interests therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate.

(g) Defaulting Lenders .

(i) Notwithstanding the provisions of Section 2.4(b)(ii) , Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to Swing Lender to the extent of any Swing Loans that were made by Swing Lender and that were required to be, but were not, paid by the Defaulting Lender, (B) second, to Issuing Bank, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (C) third, to each Non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Revolving Loan (or other funding obligation) was funded by such other Non-Defaulting Lender), (D) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrowers (upon the request of Borrowers and subject to the conditions set forth in Section 3.2 ) as if such Defaulting Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (E) from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (L) of Section 2.4(b)(ii) . Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b) , such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided , that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i) through (iii) . The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing Bank, and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such

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Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall be released to Borrowers). The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by any Borrower of its duties and obligations hereunder to Agent, Issuing Bank, or to the Lenders other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided , that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern.

(ii) If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then:

(A) such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders’ Revolving Loan Exposures plus such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure does not exceed the total of all Non-Defaulting Lenders’ Revolver Commitments and (y) the conditions set forth in Section 3.2 are satisfied at such time;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day following notice by the Agent (x) first, prepay such Defaulting Lender’s Swing Loan Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) and (y) second, cash collateralize such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form

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and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding; provided , that Borrowers shall not be obligated to cash collateralize any Defaulting Lender’s Letter of Credit Exposure if such Defaulting Lender is also the Issuing Bank;

(C) if Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to this Section 2.3(g)(ii) , Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender’s Letter of Credit Exposure during the period such Letter of Credit Exposure is cash collateralized;

(D) to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii) , then the Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Letter of Credit Exposure;

(E) to the extent any Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.3(g)(ii) , then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting Lender under Section 2.6(b) with respect to such portion of such Letter of Credit Exposure shall instead be payable to the Issuing Bank until such portion of such Defaulting Lender’s Letter of Credit Exposure is cash collateralized or reallocated;

(F) so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and the Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Lender’s Pro Rata Share of such Swing Loans or Letter of Credit can not be reallocated pursuant to this Section 2.3(g)(ii) or (y) the Swing Lender or Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swing Lender or Issuing Bank, as applicable, and Borrowers to eliminate the Swing Lender’s or Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Swing Loans or Letters of Credit; and

(G) Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Pro Rata Share of any Letter of Credit Disbursement that is not reimbursed by Borrowers pursuant to Section 2.11(d) .

(h) Independent Obligations . All Revolving Loans (other than Swing Loans and Extraordinary Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

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2.4. Payments; Reductions of Commitments; Prepayments .

(a) Payments by Borrowers .

(i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 3:30 p.m. on the date specified herein. Any payment received by Agent later than 3:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b) Apportionment and Application .

(i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of Issuing Bank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. Subject to Section 2.4(b)(iv) , Section 2.4(d)(ii) , and Section 2.4(e) , all payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Revolving Loans outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(ii) At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:

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(A) first , to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full,

(B) second , to pay any fees or premiums then due to Agent under the Loan Documents until paid in full,

(C) third , to pay interest due in respect of all Protective Advances until paid in full,

(D) fourth , to pay the principal of all Protective Advances until paid in full,

(E) fifth , ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full,

(F) sixth , ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full,

(G) seventh , to pay interest accrued in respect of the Swing Loans until paid in full,

(H) eighth , to pay the principal of all Swing Loans until paid in full,

(I) ninth , ratably, to pay interest accrued in respect of the Revolving Loans (other than Protective Advances) and the Term Loan until paid in full,

(J) tenth , ratably

i. ratably, to pay the principal of all Revolving Loans and the Term Loan until paid in full,

ii. to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(ii) , beginning with tier (A) hereof),

iii. ratably, up to the amount (after taking into account any amounts previously paid pursuant to this clause iii. during the continuation of the applicable Application Event) of the most recently established Bank Product Reserve to (y) the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to

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Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Bank Product Obligations, and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(ii) , beginning with tier (A) hereof,

(K) eleventh , to pay any other Obligations other than Obligations owed to Defaulting Lenders,

(L) twelfth , ratably to pay any Obligations owed to Defaulting Lenders; and

(M) thirteenth , to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e) .

(iv) In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(v) For purposes of Section 2.4(b)(ii) , “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4 , then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this Section 2.4 shall control and govern.

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(c) Reduction of Commitments .

(i) Revolver Commitments . The Revolver Commitments shall terminate on the Maturity Date. Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrowers under Section 2.3(a) , plus (C) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a) . Each such reduction shall be in an amount which is not less than $10,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $40,000,000), shall be made by providing not less than 10 Business Days prior written notice to Agent, and shall be irrevocable. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof.

(ii) Term Loan Commitments . The Term Loan Commitments shall terminate upon the making of the Term Loan.

(d) Optional Prepayments .

(i) Revolving Loans . Borrowers may prepay the principal of any Revolving Loan at any time in whole or in part, without premium or penalty.

(ii) Term Loan . At any time after June 30, 2014, Borrowers may, upon at least 10 Business Days prior written notice to Agent, prepay the principal of the Term Loan, in whole or in part. Each prepayment made pursuant to this Section 2.4(d)(ii) shall be accompanied by the payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan on a pro rata basis (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment).

(e) Mandatory Prepayments .

(i) Borrowing Base . If, at any time, (A) the Revolver Usage on such date exceeds (B) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

(ii) Dispositions . Within 1 Business Day of the date of receipt by Loan Parties of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Loan Parties of assets (including casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), or (n) of the definition of Permitted Dispositions and (B) so long as the Fixed Asset Sub-Line Amount is greater than zero, sales or dispositions of any assets that constitute Eligible Equipment), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in

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connection with such sales or dispositions; provided that (x) no prepayment shall be due under this clause (ii) as a result of the sale or disposition of any assets that do not constitute Collateral so long as no Dominion Period is in effect at the time of such sale or disposition and (y) so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Loan Parties complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(ii) ; provided , that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Loan Parties to sell or otherwise dispose of any assets other than in accordance with Section 6.4 .

(iii) Indebtedness. Within 1 Business Day of the date of incurrence by any Loan Party of any Indebtedness (other than Permitted Indebtedness), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such incurrence. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement.

(iv) Dispositions of Eligible Equipment . So long as the Fixed Asset Sub-Line Amount is greater than zero, within 1 Business Day of the date of receipt by any Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Loan Party of Eligible Equipment (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (e) or (n) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions. Nothing contained in this Section 2.4(e)(iv) shall permit any Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4 .

(v) Receipt of Escrow Proceeds . Within one Business Day of the receipt by any Loan Party of all or any portion of the SBA Payoff Amount (as defined in the PPPI Acquisition Agreement) pursuant to Section 2.5(e) of the PPPI Acquisition Agreement, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(iv) in an amount equal to 100% of the amount received by any such Loan Party.

(f) Application of Payments .

(i) Each prepayment pursuant to Section 2.4(e)(i) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage, and

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third, to the outstanding principal amount of the Term Loan until paid in full, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii) . Each such prepayment of the Term Loan shall be applied against the remaining installments of principal of the Term Loan on a pro rata basis (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment).

(ii) Each prepayment pursuant to Section 2.4(e)(ii) or 2.4(e)(iii) shall (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Term Loan until paid in full, second, to the outstanding principal amount of the Revolving Loans (with a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and third, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage (without a corresponding permanent reduction in the Maximum Revolver Amount), and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii) . Each such prepayment of the Term Loan shall be applied against the remaining installments of principal of the Term Loan on a pro rata basis (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment).

(iii) Each prepayment pursuant to Section 2.4(e)(iv) shall (A) so long as no Application Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans (without a corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage (without a corresponding permanent reduction in the Maximum Revolver Amount), and third, to the outstanding principal amount of the Term Loan until paid in full, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii) . In addition, in connection with each such prepayment pursuant to Section 2.4(e)(iv) , the Fixed Asset Sub-Line Amount shall be reduced in an amount equal to the greater of (1) 85% of the Net Orderly Liquidation Value of the Eligible Equipment sold or disposed of that results in such prepayment and (2) the Net Cash Proceeds of the Eligible Equipment sold or disposed of that results in such prepayment; provided , that with respect to such reduction, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply the monies received from the sale or disposition of Eligible Equipment that resulted in such prepayment to the purchase of other Equipment that will constitute Eligible Equipment upon receipt of an appraisal to determine the Net Orderly Liquidation Value thereof, (C) Loan Parties complete such purchase within 180 days after the initial receipt of such monies, and (D) such Borrower provides to Agent a certificate certifying compliance with clauses (A) through (C) above, the Fixed Asset Sub-Line Amount shall, upon receipt of an appraisal to determine the Net Orderly Liquidation Value of the Equipment acquired pursuant to this clause (iii), be increased by the lesser of (1) 85% of the Net Orderly Liquidation Value of the Eligible Equipment acquired pursuant to the proviso of this clause (iii) and (2) the aggregate amount of reduction of the Fixed Asset Sub-Line Amount resulting from such prepayment.

(iv) Each prepayment pursuant to Section 2.4(b)(v) shall be applied to the outstanding principal amount of the Revolving Loans, and Agent shall establish a reserve against the Borrowing Base and Maximum Revolver Amount equal to the amount of such prepayment (the “ SBA Reserve ”). So long as no Event of Default has occurred and is continuing, the amount of the SBA Reserve shall be reduced upon any payment by PPPI of the SBA Indebtedness after the Closing Date to an amount equal to the outstanding amount of the SBA Indebtedness after giving effect to such payment.

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2.5. Promise to Pay; Promissory Notes .

(a) Borrowers agree to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which the applicable Lender Group Expenses were first incurred or (ii) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (ii)). Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers agree that their obligations contained in the first sentence of this Section 2.5(a) shall survive payment or satisfaction in full of all other Obligations.

(b) Any Lender may request that any portion of its Commitments or the Loans made by it be evidenced by one or more promissory notes. In such event, Borrowers shall execute and deliver to such Lender the requested promissory notes payable to the order of such Lender in a form furnished by Agent and reasonably satisfactory to Borrowers. Thereafter, the portion of the Commitments and Loans evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

2.6. Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations .

(a) Interest Rates . Except as provided in Section 2.6(c) , all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows:

(i) if the relevant Obligation is a LIBOR Rate Loan (other than the Term Loan), at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and

(ii) if the relevant Obligation is a Base Rate Loan that is a Term Loan, at a per annum rate equal to the Base Rate plus the Base Rate Term Loan Margin,

(iii) if the relevant Obligation is a LIBOR Rate Loan that is a Term Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Term Loan Margin, and

(iv) otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.

(b) Letter of Credit Fee . Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee (the “ Letter of Credit Fee ”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in Section 2.11(k) ) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times the undrawn amount of all outstanding Letters of Credit.

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(c) Default Rate . Upon the occurrence and during the continuation of an Event of Default and at the election of Agent or the Required Lenders,

(i) all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable thereunder, and

(ii) the Letter of Credit Fee shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.

(d) Payment . Except to the extent provided to the contrary in Section 2.10 , Section 2.11(k) or Section 2.12(a) , (i) all interest, all Letter of Credit Fees and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month and (ii) all costs and expenses payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable on the earlier of (x) the first day of the month following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred or (y) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)). Borrowers hereby authorize Agent, from time to time without prior notice to Borrowers, to charge to the Loan Account (A) on the first day of each month, all interest accrued during the prior month on the Revolving Loans or the Term Loan hereunder, (B) on the first day of each month, all Letter of Credit Fees accrued or chargeable hereunder during the prior month, (C) as and when incurred or accrued, all fees and costs provided for in Section 2.10 (a)  or (c) , (D) on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to Section 2.10(b) , (E) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) as and when incurred or accrued, the fronting fees and all commissions, other fees, charges and expenses provided for in Section 2.11(k) , (G) as and when incurred or accrued, all other Lender Group Expenses, and (H) as and when due and payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products). All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate then applicable to Revolving Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement).

(e) Computation . All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

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(f) Intent to Limit Charges to Maximum Lawful Rate . In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided , that, anything contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7. Crediting Payments . The receipt of any payment item by Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or before 3:30 p.m. If any payment item is received into Agent’s Account on a non-Business Day or after 3:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.8. Designated Account . Agent is authorized to make the Revolving Loans and the Term Loan, and Issuing Bank is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, in the case of Agent making Revolving Loans, without instructions, if pursuant to Section 2.6(d) . Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any Revolving Loan or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.9. Maintenance of Loan Account; Statements of Obligations . Agent shall maintain an account on its books in the name of Borrowers (the “ Loan Account ”) on which Borrowers will be charged with the Term Loan, all Revolving Loans (including Extraordinary Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued or arranged by Issuing Bank for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7 , the Loan Account will be credited with all payments received by Agent from Borrowers or for Borrowers’ account. Agent shall make available to Borrowers monthly statements regarding the Loan Account, including the principal amount of the Term Loan and the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such

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statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after Agent first makes such a statement available to Borrowers, Borrowers shall deliver to Agent written objection thereto describing the error or errors contained in such statement.

2.10. Fees .

(a) Agent Fees . Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

(b) Unused Line Fee . Borrowers shall pay to Agent, for the ratable account of the Revolving Lenders, an unused line fee (the “ Unused Line Fee ”) in an amount equal to 0.25% per annum times the result of (i) the aggregate amount of the Revolver Commitments, less (ii) the average amount of the Revolver Usage during the immediately preceding month (or portion thereof), which Unused Line Fee shall be due and payable on the first day of each month from and after the Closing Date up to the first day of the month prior to the date on which the Obligations are paid in full and on the date on which the Obligations are paid in full.

(c) Field Examination and Other Fees . Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of Loan Parties, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Loan Parties’ business valuation; provided , that so long as no Event of Default shall have occurred and be continuing, (i) Borrowers shall not be obligated to reimburse Agent for more than 2 field examinations during any calendar year, or more than 1 appraisal of the Collateral during any calendar year and (ii) such fees for field examinations shall not exceed $25,000 during any calendar year plus out-of-pocket expenses for such field examinations.

2.11. Letters of Credit .

(a) Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing by an Authorized Person and delivered to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Bank and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of

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such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Bank may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Letters of Credit in similar circumstances. Bank’s records of the content of any such request will be conclusive. Anything contained herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of Loan Parties in respect of (x) a lease of real property to the extent that the face amount of such Letter of Credit exceeds the highest rent (including all rent-like charges) payable under such lease for a period of one year, or (y) an employment contract to the extent that the face amount of such Letter of Credit exceeds the highest compensation payable under such contract for a period of one year.

(b) Issuing Bank shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested issuance:

(i) the Letter of Credit Usage would exceed $5,000,000, or

(ii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Revolving Loans (including Swing Loans), or

(iii) the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of the Revolving Loans (inclusive of Swing Loans) at such time.

(c) In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, the Issuing Bank shall not be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender’s Letter of Credit Exposure with respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii) , or (ii) the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate the Issuing Bank’s risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii) . Additionally, Issuing Bank shall have no obligation to issue a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Bank from issuing such Letter of Credit, or any law applicable to Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit or request that Issuing Bank refrain from the issuance of letters of credit generally or such Letter of Credit in particular, or (B) the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally.

(d) Any Issuing Bank (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day immediately following the Business Day on which such Issuing Bank issued any Letter of Credit; provided that (i) until Agent advises any

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such Issuing Bank that the provisions of Section 3.2 are not satisfied, or (ii) unless the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by Agent and such Issuing Bank, such Issuing Bank shall be required to so notify Agent in writing only once each week of the Letters of Credit issued by such Issuing Bank during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as Agent and such Issuing Bank may agree. Each Letter of Credit shall be in form and substance reasonably acceptable to Issuing Bank, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Bank makes a payment under a Letter of Credit, Borrowers shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement on the Business Day such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be a Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3 ) and, initially, shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans. If a Letter of Credit Disbursement is deemed to be a Revolving Loan hereunder, Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement to Issuing Bank shall be automatically converted into an obligation to pay the resulting Revolving Loan. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to Section 2.11(e) to reimburse Issuing Bank, then to such Revolving Lenders and Issuing Bank as their interests may appear.

(e) Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(d) , each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan deemed made pursuant to Section 2.11(d) on the same terms and conditions as if Borrowers had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing Bank the amounts so received by it from the Revolving Lenders. By the issuance of a Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of Issuing Bank or the Revolving Lenders, Issuing Bank shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have purchased, a participation in each Letter of Credit issued by Issuing Bank, in an amount equal to its Pro Rata Share of such Letter of Credit, and each such Revolving Lender agrees to pay to Agent, for the account of Issuing Bank, such Revolving Lender’s Pro Rata Share of any Letter of Credit Disbursement made by Issuing Bank under the applicable Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Bank, such Revolving Lender’s Pro Rata Share of each Letter of Credit Disbursement made by Issuing Bank and not reimbursed by Borrowers on the date due as provided in Section 2.11(d) , or of any reimbursement payment that is required to be refunded (or that Agent or Issuing Bank elects, based upon the advice of counsel, to refund) to Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of Issuing Bank, an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 . If any such Revolving Lender fails to make available to Agent the amount of such Revolving Lender’s Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such Revolving Lender shall be deemed to be a Defaulting Lender and Agent (for the account of Issuing Bank) shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

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(f) Each Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Bank and its branches, Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each, including Issuing Bank, a “ Letter of Credit Related Person ”) (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be incurred by or awarded against any such Letter of Credit Related Person (other than Taxes, which shall be governed by Section 16 ) (the “ Letter of Credit Indemnified Costs ”), and which arise out of or in connection with, or as a result of:

(i) any Letter of Credit or any pre-advice of its issuance;

(ii) any transfer, sale, delivery, surrender or endorsement of any Drawing Document at any time(s) held by any such Letter of Credit Related Person in connection with any Letter of Credit;

(iii) any action or proceeding arising out of, or in connection with, any Letter of Credit (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit;

(iv) any independent undertakings issued by the beneficiary of any Letter of Credit;

(v) any unauthorized instruction or request made to Issuing Bank in connection with any Letter of Credit or requested Letter of Credit or error in computer or electronic transmission;

(vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated;

(vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds or holder of an instrument or document;

(viii) the fraud, forgery or illegal action of parties other than the Letter of Credit Related Person;

(ix) Issuing Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; or

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(x) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of the Letter of Credit Related Person;

in each case, including that resulting from the Letter of Credit Related Person’s own negligence; provided , however , that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification under clauses (i) through (x) above to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Letter of Credit Related Person claiming indemnity. Borrowers hereby agree to pay the Letter of Credit Related Person claiming indemnity on demand from time to time all amounts owing under this Section 2.11(f) . If and to the extent that the obligations of Borrowers under this Section 2.11(f) are unenforceable for any reason, Borrowers agree to make the maximum contribution to the Letter of Credit Indemnified Costs permissible under applicable law. This indemnification provision shall survive termination of this Agreement and all Letters of Credit.

(g) The liability of Issuing Bank (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by Borrowers that are caused directly by Issuing Bank’s gross negligence or willful misconduct in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit or (iii) retaining Drawing Documents presented under a Letter of Credit. Issuing Bank shall be deemed to have acted with due diligence and reasonable care if Issuing Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. Borrowers’ aggregate remedies against Issuing Bank and any Letter of Credit Related Person for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by Borrowers to Issuing Bank in respect of the honored presentation in connection with such Letter of Credit under Section 2.11(d) , plus interest at the rate then applicable to Base Rate Loans hereunder. Borrowers shall take action to avoid and mitigate the amount of any damages claimed against Issuing Bank or any other Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim by Borrowers under or in connection with any Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by Borrowers as a result of the breach or alleged wrongful conduct complained of; and (y) the amount (if any) of the loss that would have been avoided had Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically and timely authorizing Issuing Bank to effect a cure.

(h) Borrowers are responsible for preparing or approving the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance Issuing Bank may provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted by Borrowers. Borrowers are solely responsible for the suitability of the Letter of Credit for Borrowers’ purposes. With respect to any Letter of Credit containing an “automatic amendment” to extend the expiration date of such Letter of Credit, Issuing Bank, in its sole and

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absolute discretion, may give notice of nonrenewal of such Letter of Credit and, if Borrowers do not at any time want such Letter of Credit to be renewed, Borrowers will so notify Agent and Issuing Bank at least 15 calendar days before Issuing Bank is required to notify the beneficiary of such Letter of Credit or any advising bank of such nonrenewal pursuant to the terms of such Letter of Credit.

(i) Borrowers’ reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:

(i) any lack of validity, enforceability or legal effect of any Letter of Credit or this Agreement or any term or provision therein or herein;

(ii) payment against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole or in part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit;

(iii) Issuing Bank or any of its branches or Affiliates being the beneficiary of any Letter of Credit;

(iv) Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit;

(v) the existence of any claim, set-off, defense or other right that any Loan Party may have at any time against any beneficiary, any assignee of proceeds, Issuing Bank or any other Person;

(vi) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section 2.11(i) , constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s or any other Loan Party’s reimbursement and other payment obligations and liabilities, arising under, or in connection with, any Letter of Credit, whether against Issuing Bank, the beneficiary or any other Person; or

(vii) the fact that any Default or Event of Default shall have occurred and be continuing;

provided , however , that subject to Section 2.11(g) above, the foregoing shall not release Issuing Bank from such liability to Borrowers as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against Issuing Bank following reimbursement or payment of the obligations and liabilities, including reimbursement and other payment obligations, of Borrowers to Issuing Bank arising under, or in connection with, this Section 2.11 or any Letter of Credit.

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(j) Without limiting any other provision of this Agreement, Issuing Bank and each other Letter of Credit Related Person (if applicable) shall not be responsible to Borrowers for, and Issuing Bank’s rights and remedies against Borrowers and the obligation of Borrowers to reimburse Issuing Bank for each drawing under each Letter of Credit shall not be impaired by:

(i) honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;

(ii) honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under a new name of the beneficiary;

(iii) acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit;

(iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than Issuing Bank’s determination that such Drawing Document appears on its face substantially to comply with the terms and conditions of the Letter of Credit);

(v) acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Bank in good faith believes to have been given by a Person authorized to give such instruction or request;

(vi) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice to Borrowers;

(vii) any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter of Credit relates;

(viii) assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any requirement that any Drawing Document be presented to it at a particular hour or place;

(ix) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;

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(x) acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where Issuing Bank has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be;

(xi) honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by Issuing Bank if subsequently Issuing Bank or any court or other finder of fact determines such presentation should have been honored;

(xii) dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or

(xiii) honor of a presentation that is subsequently determined by Issuing Bank to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons.

(k) Borrowers shall pay immediately upon demand to Agent for the account of Issuing Bank as non-refundable fees, commissions, and charges (it being acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.11(k) ): (i) a fronting fee which shall be imposed by Issuing Bank upon the issuance of each Letter of Credit of .250% per annum of the face amount thereof, plus (ii) any and all other customary commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, Issuing Bank, or by any adviser, confirming institution or entity or other nominated person, relating to Letters of Credit, at the time of issuance of any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, renewals or cancellations).

(l) If by reason of (x) any Change in Law, or (y) compliance by Issuing Bank or any other member of the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):

(i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to be issued hereunder or hereby, or

(ii) there shall be imposed on Issuing Bank or any other member of the Lender Group any other condition regarding any Letter of Credit,

and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Bank or any other member of the Lender Group of issuing, making, participating in, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate Issuing Bank or any other member of the Lender Group for such additional cost or reduced receipt,

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together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided , that (A) Borrowers shall not be required to provide any compensation pursuant to this Section 2.11(l) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrowers, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section 2.11(l) , as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(m) Unless otherwise expressly agreed by Issuing Bank and Borrowers when a Letter of Credit is issued, (i) the rules of the ISP and the UCP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

(n) In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11 shall control and govern.

2.12. LIBOR Option .

(a) Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below (the “ LIBOR Option ”) to have interest on all or a portion of the Revolving Loans or the Term Loan be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided , that, subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than 3 months in duration, interest shall be payable at 3 month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers have properly exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, Borrowers no longer shall have the option to request that Revolving Loans bear interest at a rate based upon the LIBOR Rate.

(b) LIBOR Election .

(i) Borrowers may, at any time and from time to time, so long as Borrowers have not received a notice from Agent (which notice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by the Required Lenders, in

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which case, it shall give the notice to Borrowers), after the occurrence and during the continuance of an Event of Default, to terminate the right of Borrowers to exercise the LIBOR Option during the continuance of such Event of Default, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. at least 1 Business Day prior to the commencement of the proposed Interest Period (the “ LIBOR Deadline ”). Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Revolving Loans or the Term Loan and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.

(ii) Each LIBOR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “ Funding Losses ”). A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a LIBOR Rate Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any LIBOR Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses.

(iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 5 LIBOR Rate Loans in effect at any given time. Borrowers may only exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000.

(c) Conversion . Borrowers may convert LIBOR Rate Loans to Base Rate Loans at any time; provided , that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.12(b)(ii) .

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(d) Special Provisions Applicable to LIBOR Rate .

(i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (A) require such Lender to furnish to Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.12(b)(ii) ).

(ii) In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

(e) No Requirement of Matched Funding . Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.

2.13. Capital Requirements .

(a) If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital as a consequence of Issuing Bank’s or such Lender’s commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy and assuming the full

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utilization of such entity’s capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b) If Issuing Bank or any Lender requests additional or increased costs referred to in Section 2.11(l) or Section 2.12(d)(i) or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances (such Issuing Bank or Lender, an “ Affected Lender ”), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.11(l) , Section 2.12(d)(i) or Section 2.13(a) , as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR Rate Loans and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 2.11(l) , Section 2.12(d)(i) or Section 2.13(a) , as applicable, or to enable Borrowers to obtain LIBOR Rate Loans, then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.11(l) , Section 2.12(d)(i) or Section 2.13(a) , as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.11(l) , Section 2.12(d)(i) or Section 2.13(a) , as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain LIBOR Rate Loans, may designate a different Issuing Bank or substitute a Lender, in each case, reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s commitments hereunder (a “ Replacement Lender ”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement Lender, which such Replacement Lender shall be deemed to be “Issuing Bank” or a “Lender” (as the case may be) for purposes of this Agreement and such Affected Lender shall cease to be “Issuing Bank” or a “Lender” (as the case may be) for purposes of this Agreement.

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(c) Notwithstanding anything herein to the contrary, the protection of Sections 2.11(l) , 2.12(d) , and 2.13 shall be available to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, neither Issuing Bank nor any Lender shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policy or practice of Issuing Bank or such Lender (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.

2.14. Accordion .

(a) At any time during the period from and after the Closing Date through but excluding the Maturity Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “ Increase ”). Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than 2 occasions in the aggregate for all such Increases. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $25,000,000.

(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:

(i) Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (an “ Increase Joinder ”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party,

(ii) each of the conditions precedent set forth in Section 3.2 are satisfied, and

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(iii) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior to the date of the increased Revolver Commitments, (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “ Increase Date ”)) and shall have communicated the amount of such interest margins to Agent. Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Revolving Loans immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “ Excess ”), then the interest margin applicable to the Revolving Loans immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.

(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14 .

(d) Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “ Pre-Increase Revolver Lenders ”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “ Post-Increase Revolver Lenders ”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.

(e) The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.

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2.15. Joint and Several Liability of Borrowers .

(a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.

(b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.15 ), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.

(c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full.

(d) The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(d) ) or any other circumstances whatsoever.

(e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or

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to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15 , it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender.

(f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

(g) The provisions of this Section 2.15 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made.

(h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.

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(i) Each Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with Section 2.4(b) .

(j) Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Borrower to guaranty and otherwise honor all Obligations in respect of Hedge Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.15(j) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.15(j) , or otherwise under the Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until payment in full of the Obligations. Each Qualified ECP Guarantor intends that this Section 2.15(j) constitute, and this Section 2.15(j) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

3.1. Conditions Precedent to the Initial Extension of Credit . The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

3.2. Conditions Precedent to all Extensions of Credit . The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:

(a) the representations and warranties of Loan Parties contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); and

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(b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof.

3.3. Maturity . This Agreement shall continue in full force and effect for a term ending on the Maturity Date.

3.4. Effect of Maturity . On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrowers shall be required to repay all of the Obligations in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full and the Commitments have been terminated. When all of the Obligations have been paid in full and the Lender Group’s obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers’ sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent’s Liens and all notices of security interests and liens previously filed by Agent.

3.5. Early Termination by Borrowers . Borrowers have the option, at any time upon 10 Business Days prior written notice to Agent, to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full. The foregoing notwithstanding, (a) Borrowers may rescind termination notices relative to proposed payments in full of the Obligations with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination), and (b) Borrowers may extend the date of termination at any time with the consent of Agent (which consent shall not be unreasonably withheld or delayed).

3.6. Conditions Subsequent . The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Schedule 3.6 (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default).

In order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in

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all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Revolving Loan (or other extension of credit) made thereafter, as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

4.1. Due Organization and Qualification; Subsidiaries .

(a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

(b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower (other than Parent), by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Except as set forth on Schedule 4.1(b) , no Borrower is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

(c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable.

(d) Except as set forth on Schedule 4.1(d) , there are no subscriptions, options, warrants, or calls relating to any shares of any Borrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

4.2. Due Authorization; No Conflict .

(a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party.

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(b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party where any such violation could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (ii) violate the Governing Documents of any Loan Party, (iii) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party where any such violation could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iv) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (vi) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

4.3. Governmental Consents . The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date.

4.4. Binding Obligations; Perfected Liens .

(a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b) Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those that, by the terms of the Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Security Agreement, and subject only to the filing of financing statements, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases.

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4.5. Title to Assets; No Encumbrances . Each of the Loan Parties has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1 , in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

4.6. Litigation .

(a) There are no actions, suits, or proceedings pending or, to the knowledge of any Borrower, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.

(b) Schedule 4.6(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $500,000 that, as of the Closing Date, is pending or, to the knowledge of any Borrower, after due inquiry, threatened against a Loan Party or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Closing Date, with respect to such actions, suits, or proceedings, and (iv) whether any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.

4.7. Compliance with Laws . No Loan Party nor any of its Wholly-owned Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

4.8. No Material Adverse Effect . All historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the period then ended. Since December 31, 2012, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties and their Subsidiaries.

4.9. Solvency .

(a) The Loan Parties on a consolidated basis are Solvent.

(b) No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

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4.10. Employee Benefits . No Loan Party nor any of their ERISA Affiliates maintains or contributes to any Benefit Plan.

4.11. Environmental Condition . Except as set forth on Schedule 4.11 , (a) except for De Minimus Amounts, to each Borrower’s knowledge, no Loan Party’s nor any of its Wholly-owned Subsidiaries’ properties or assets has ever been used by a Loan Party, its Wholly-owned Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) except for De Minimus Amounts, to each Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Wholly-owned Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) except for De Minimus Amounts, no Loan Party nor any of its Wholly-owned Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Wholly-owned Subsidiaries, and (d) no Loan Party nor any of its Wholly-owned Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

4.12. Complete Disclosure . All factual information taken as a whole (other than forward-looking information and projections which are qualified by the last sentence hereof, and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information taken as a whole (other than forward-looking information and projections which are qualified by the last sentence hereof, and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on or about January 7, 2014 and March 13, 2014 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results).

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4.13. Patriot Act . To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “ Patriot Act ”). No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

4.14. Indebtedness . Set forth on Schedule 4.14 is a true and complete list of all Indebtedness of each Loan Party outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.

4.15. Payment of Taxes . Except as otherwise permitted under Section 5.5 , all tax returns and reports of each Loan Party and its Wholly-owned Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon a Loan Party and its Wholly-owned Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable. Each Loan Party and each of its Wholly-owned Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable. No Borrower knows of any proposed tax assessment against a Loan Party or any of its Wholly-owned Subsidiaries that is not being actively contested by such Loan Party or such Wholly-owned Subsidiary diligently, in good faith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

4.16. Margin Stock . No Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.

4.17. Governmental Regulation . No Loan Party is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

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4.18. OFAC . No Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

4.19. Employee and Labor Matters . There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Loan Parties before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Loan Parties which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Loan Parties that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Loan Parties and no union organizing activity taking place with respect to any of the employees of Loan Parties. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Parent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

4.20. [Intentionally Omitted] .

4.21. Leases . Each Loan Party enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the applicable Loan Party exists under any of them.

4.22. Eligible Accounts . As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of the Borrowers’ business, (b) owed to a Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

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4.23. Eligible Inventory . As to each item of Inventory that is identified by Borrowers as Eligible Finished Goods Inventory, Eligible WIP Inventory, Eligible In-Transit Inventory, or Eligible Raw Materials Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Inventory (in the case of Eligible In-Transit Inventory, after giving effect to any exclusions therefrom specified in the definition of Eligible In-Transit Inventory).

4.24. Location of Inventory . Except as set forth on Schedule 4.24 , the Inventory of Borrowers is not stored with a bailee, warehouseman, or similar party and is located only at, or in-transit between, the locations identified on Schedule 4.24 (as such Schedule may be updated pursuant to Section 5.14 ).

4.25. Inventory Records . Each Loan Party keeps records which are correct and accurate in all material respects itemizing and describing the type, quality, and quantity of its Inventory and the book value thereof.

4.26. Hedge Agreements . On each date that any Hedge Agreement is executed by any Hedge Provider, each Borrower satisfies all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in effect from time to time) and the Commodity Futures Trading Commission regulations.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations:

5.1. Financial Statements, Reports, Certificates . Borrowers (a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agree that no Wholly-owned Subsidiary of a Loan Party will have a fiscal year different from that of Parent, (c) agree to maintain a system of accounting that enables Borrowers to produce financial statements in accordance with GAAP, and (d) agree that they will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their and the other Loan Parties’ sales, and (ii) maintain their billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent.

5.2. Reporting . Borrowers (a) will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the reports set forth on Schedule 5.2 at the times specified therein, and (b) agree to use commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule.

5.3. Existence . Except as otherwise permitted under Section 6.3 or Section 6.4 , each Borrower will, and will cause each of other Loan Party to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their businesses.

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5.4. Maintenance of Properties . Each Borrower will, and will cause each of other Loan Party to, maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and condemnation and Permitted Dispositions excepted (and except where the failure to so maintain and preserve assets could not reasonably be expected to result in a Material Adverse Effect).

5.5. Taxes . Each Borrower will, and will cause each of other Loan Party to, pay in full before delinquency or before the expiration of any extension period all material governmental assessments and taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of such governmental assessment or tax is the subject of a Permitted Protest.

5.6. Insurance . Each Borrower will, and will cause each of other Loan Party to, at Borrowers’ expense, (a) maintain insurance respecting each of each Borrower’s and the other Loan Parties’ assets wherever located, covering liabilities, losses or damages as are customarily insured against by other Persons engaged in same or similar businesses and similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent (it being agreed that, as of the Closing Date, Chubb Group of Insurance Companies is acceptable to Agent) and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard non contributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If any Borrower or any other Loan Party fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall give Agent prompt notice of any loss exceeding $500,000 covered by their or the other Loan Parties’ casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

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5.7. Inspection .

(a) Each Borrower will, and will cause each of other Loan Party to, permit Agent, any Lender, and each of their respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees (provided an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, so long as no Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours.

(b) Each Borrower will, and will cause each of other Loan Party to, permit Agent and each of its duly authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Agent may designate.

5.8. Compliance with Laws . Each Borrower will, and will cause each of other Loan Party to, comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

5.9. Environmental . Each Borrower will, and will cause each of other Loan Party to,

(a) Keep any property either owned or operated by any Loan Party free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,

(b) Comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests,

(c) Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party and take any Remedial Actions required to abate said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and

(d) Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Loan Party, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against any Loan Party, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority.

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5.10. Disclosure Updates . Each Borrower will, promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

5.11. Formation of Subsidiaries . Each Borrower will, at the time that any Loan Party forms any direct or indirect Wholly-owned Subsidiary or acquires any direct or indirect Wholly-owned Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Wholly-owned Subsidiary to provide to Agent enter into a guaranty agreement or a joinder agreement with respect to this Agreement and a joinder to the Security Agreement, together with such other security agreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Wholly-owned Subsidiary); provided , that the joinder to the Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Wholly-owned Subsidiary of Parent that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Wholly-owned Subsidiary in form and substance reasonably satisfactory to Agent; provided , that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of Parent that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

5.12. Further Assurances . Each Borrower will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, opinions of counsel, and all other documents (the “ Additional Documents ”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent’s Liens in all of the assets of each Loan Party

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(whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, if any Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so, each Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the applicable Loan Party’s name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of the Loan Parties, including all of the outstanding capital Equity Interests of each Borrower and its Subsidiaries (subject to exceptions and limitations contained in the Loan Documents).

5.13. Lender Meetings . Parent will, within 90 days after the close of each fiscal year of Parent, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Parent and its Subsidiaries and the projections presented for the current fiscal year of Parent.

5.14. Location of Inventory . Each Borrower will, and will cause each other Loan Party to, keep its Inventory only at the locations identified on Schedule 4.24 and their chief executive offices only at the locations identified on Schedule 4.6(b) ; provided , that Borrowers may amend Schedule 4.24 or Schedule 4.6(b) so long as such amendment occurs by written notice to Agent not less than 10 days prior to the date on which such Inventory is moved to such new location or such chief executive office is relocated and so long as such new location is within the continental United States.

5.15. Bank Products . On or before the 90th day after the Closing Date, the Loan Parties shall establish their primary depository and treasury management relationships with Wells Fargo or one or more of its Affiliates and will maintain such depository and treasury management relationships at all times during the term of the Agreement.

5.16. Hedge Agreements . Borrower agrees that it shall offer to Wells Fargo or one or more of its Affiliates the first opportunity to bid for all Hedge Agreements to be entered into by any Loan Party during the term of the Agreement.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations:

6.1. Indebtedness . Each Borrower will not, and will not permit any other Loan Party to create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.

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6.2. Liens . Each Borrower will not, and will not permit any other Loan Party to create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.

6.3. Restrictions on Fundamental Changes . Each Borrower will not, and will not permit any other Loan Party to,

(a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party and a Wholly-owned Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Parent that are not Loan Parties,

(b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Borrower so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Borrower are transferred to a Borrower that is not liquidating or dissolving, (iii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its Wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iv) the liquidation or dissolution of a Subsidiary of Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of Parent that is not liquidating or dissolving, or

(c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4 .

6.4. Disposal of Assets . Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9 , each Borrower will not, and will not permit any other Loan Party to convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of its or their assets.

6.5. Nature of Business . Each Borrower will not, and will not permit any other Loan Party to, make any change in the nature of its or their business as described in Schedule 6.5 or acquire any properties or assets that are not reasonably related to the conduct of such business activities; provided , that the foregoing shall not prevent Loan Parties from engaging in any business that is reasonably related or ancillary to its or their business.

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6.6. Prepayments and Amendments . Each Borrower will not, and will not permit any other Loan Party to,

(a) Except in connection with Refinancing Indebtedness permitted by Section 6.1 ,

(i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Parent or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, and (B) Permitted Intercompany Advances, or

(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or

(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of

(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the definition of Permitted Indebtedness, (D) Indebtedness permitted under clause (r) of the definition of Permitted Indebtedness to the extent permitted under the applicable subordination terms and conditions, and (E) any other Indebtedness permitted under the definition of Permitted Indebtedness so long as the effect thereof, either individually or in the aggregate, could not reasonably be expected to be materially adverse to the interests of the Lenders or Loan Parties, or

(ii) the Governing Documents of any Loan Party if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

6.7. Restricted Payments . Each Borrower will not, and will not permit any other Loan Party to make any Restricted Payment; provided , that, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom,

(a) Parent may make distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Parent held by such Persons, provided, that the aggregate amount of such redemptions made by Parent during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed $100,000 in any fiscal year of Borrowers,

(b) Parent may make distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the Equity Interests of Parent held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Parent, and

(c) distributions by any Borrower to another Borrower.

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6.8. Accounting Methods . Each Borrower will not, and will not permit any other Loan Party to modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP).

6.9. Investments . Each Borrower will not, and will not permit any other Loan Party to, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments.

6.10. Transactions with Affiliates . Each Borrower will not, and will not permit any other Loan Party to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of Parent any Borrower or any of its Subsidiaries except for:

(a) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between any Loan Party, on the one hand, and any Affiliate of a Loan Party, on the other hand, so long as such transactions (i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by Loan Parties in excess of $500,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken as a whole, to Loan Parties, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate,

(b) so long as it has been approved by the applicable Loan Party’s Board of Directors in accordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of such applicable Loan Party,

(c) so long as it has been approved by the applicable Loan Party’s Board of Directors in accordance with applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of such Loan Party in the ordinary course of business and consistent with industry practice, and

(d) transactions permitted by Section 6.3 or Section 6.7 , or any Permitted Intercompany Advance.

6.11. Use of Proceeds . Each Borrower will not, and will not permit any other Loan Party or Parent to use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, (i) to finance the PPPI Acquisition, and (ii) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, in each case, as set forth in the Funds Flow Agreement, and (b) thereafter, consistent with the terms and conditions hereof, for their lawful and permitted purposes (including that no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors).

6.12. Limitation on Issuance of Equity Interests . Except for the issuance or sale of Qualified Equity Interests by Parent, Parent will not, and will not permit any of its Wholly-owned Subsidiaries or Parent to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests.

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6.13. Inventory with Bailees . Except as disclosed on Schedule 4.24 (as updated in accordance with Section 5.14), each Borrower will not, and will not permit any other Loan Party to store its Inventory at any time with a bailee, warehouseman, or similar party.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, commencing on the date on which a Financial Covenant Period begins and measured as of the end of the month immediately preceding the date on which a Financial Covenant Period first begins and as of each month-end thereafter during such Financial Covenant Period, Borrowers will:

(a) Minimum Fixed Charge Coverage . Have a Fixed Charge Coverage Ratio, measured on a month-end basis, of at least (i) 1.20:1.00 for the 12 month period ending April 30, 2014 and each month thereafter until the Term Loan has been repaid in full and (ii) 1.00:1.00 for the 12 month period on the last day of each month after the Term Loan has been repaid in full.

(b) Leverage Ratio . Until the Term Loan is repaid in full, have a Leverage Ratio, measured on a month-end basis, of not greater than the 4.00:1.00.

Any one or more of the following events shall constitute an event of default (each, an “ Event of Default ”) under this Agreement:

8.1. Payments . If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business Days, (b) all or any portion of the principal of the Loans, or (c) any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit;

8.2. Covenants . If any Loan Party:

(a) fails to perform or observe any covenant or other agreement contained in any of (i)  Sections 5.1 , 5.2 , 5.3 (solely if any Borrower is not in good standing in its jurisdiction of organization), 5.6 , 5.7 (solely if any Borrower refuses to allow Agent or its representatives or agents to visit any Borrower’s properties, inspect its assets or books or records, examine and make copies of its books and records, or discuss Borrowers’ affairs, finances, and accounts with officers and employees of any Borrower), 5.10 , 5.11 , 5.13 , or 5.14 , or 5.15 of this Agreement, (ii)  Section 6 of this Agreement, (iii)  Section 7 of this Agreement, or (iv) Section 7 of the Security Agreement;

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(b) fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if any Borrower is not in good standing in its jurisdiction of organization), 5.5 , 5.8 , and 5.12 of this Agreement and such failure continues for a period of 15 days after the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower or (ii) the date on which written notice thereof is given to Borrowers by Agent; or

(c) fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such other provision of this Section 8 shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower or (ii) the date on which written notice thereof is given to Borrowers by Agent;

8.3. Judgments . If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $1,000,000, or more (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) is entered or filed against a Loan Party, or with respect to any of their respective assets, and either (a) there is a period of 60 consecutive days at any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (2) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;

8.4. Voluntary Bankruptcy, etc . If an Insolvency Proceeding is commenced by a Loan Party;

8.5. Involuntary Bankruptcy, etc . If an Insolvency Proceeding is commenced against a Loan Party and any of the following events occur: (a) such Loan Party consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party, or (e) an order for relief shall have been issued or entered therein;

8.6. Default Under Other Agreements . If there is a default in one or more agreements to which a Loan Party is a party with one or more third Persons relative to a Loan Party’s Indebtedness involving an aggregate amount of $1,000,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s obligations thereunder;

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8.7. Representations, etc . If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof;

8.8. Guaranty . If the obligation of any Guarantor under the guaranty contained in the Security Agreement is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);

8.9. Security Documents . If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases, first priority Lien on the Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement, (b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $250,000, or (c) as the result of an action or failure to act on the part of Agent;

8.10. Loan Documents . The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be created under any Loan Document; or

8.11. Change of Control . A Change of Control shall occur, whether directly or indirectly.

9.1. Rights and Remedies . Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrowers), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following:

(a) (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by each Borrower, and (ii) direct Borrowers to provide (and Borrowers agree that upon receipt of such notice Borrowers will provide) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued and outstanding Letters of Credit;

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(b) declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of any Revolving Lender to make Revolving Loans, (ii) the obligation of the Swing Lender to make Swing Loans, and (iii) the obligation of Issuing Bank to issue Letters of Credit; and

(c) exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5 , in addition to the remedies set forth above, without any notice to Borrowers or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations (other than the Bank Product Obligations), inclusive of the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and payable and Borrowers shall automatically be obligated to repay all of such Obligations in full (including Borrowers being obligated to provide (and Borrowers agree that they will provide) (1) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations in respect of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product Collateralization to be held as security for Borrowers’ and the other Loan Parties’ obligations in respect of outstanding Bank Products), without presentment, demand, protest, or notice or other requirements of any kind, all of which are expressly waived by Borrowers.

9.2. Remedies Cumulative . The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

10.1. Demand; Protest; etc . Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which any Borrower may in any way be liable.

10.2. The Lender Group’s Liability for Collatera l . Each Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrowers.

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10.3. Indemnification . Each Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “ Indemnified Person ”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery (provided that Borrowers shall not be liable for costs and expenses (including attorneys fees) of any Lender (other than Wells Fargo) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Loan Parties’ compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any Taxes or any costs attributable to Taxes, which shall be governed by Section 16 ), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of Credit hereunder, or the use of the proceeds of the Loans or the Letters of Credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of any Borrower or any of its Subsidiaries (each and all of the foregoing, the “ Indemnified Liabilities ”). The foregoing to the contrary notwithstanding, no Borrower nor any Loan Party shall have any obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON .

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Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to Borrowers or Agent, as the case may be, they shall be sent to the respective address set forth below:

Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11 , shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail; provided , that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment).

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(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF COOK, STATE OF ILLINOIS; PROVIDED , THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b) .

(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “ CLAIM ”). EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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(d) EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF COOK AND THE STATE OF ILLINOIS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(e) NO CLAIM MAY BE MADE BY ANY LOAN PARTY OR ANY MEMBER OF THE LENDER GROUP AGAINST ANY LOAN PARTY,, THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING BANK, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

13.1. Assignments and Participations .

(a) (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “ Assignee ”), with the prior written consent (such consent not be unreasonably withheld or delayed) of:

(A) Borrowers; provided , that no consent of Borrowers shall be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; provided further, that Borrowers shall be deemed to have consented to a proposed assignment unless they object thereto by written notice to Agent within 5 Business Days after having received notice thereof; and

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(B) Agent, Swing Lender, and Issuing Bank.

(ii) Assignments shall be subject to the following additional conditions:

(A) no assignment may be made (i) so long as no Event of Default has occurred and is continuing, to Competitor, or (ii) to a natural person,

(B) no assignment may be made to a Loan Party or an Affiliate of a Loan Party,

(C) the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000),

(D) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement,

(E) the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided , that Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee,

(F) unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in the amount of $3,500, and

(G) the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the “ Administrative Questionnaire ”).

(b) From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its

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rights (except with respect to Section 10.3 ) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided , that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a) .

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b) , this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “ Participant ”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “ Originating Lender ”) hereunder and under the other Loan Documents; provided , that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and

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the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party, or an Affiliate of a Loan Party, and (vii) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

(f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9 , disclose all documents and information which it now or hereafter may have relating to Parent and its Subsidiaries and their respective businesses.

(g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

(h) Agent (as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the “ Register ”) on which it enters the name and address of each Lender as the registered owner of the Term Loan (and the principal amount thereof and stated interest thereon) or a Revolver Commitment (and the principal amount thereof and stated interest thereon) held by such Lender (each, a “ Registered Loan ”). Other than in connection with an assignment by a Lender of all or any portion of its portion of the Term Loan or the Revolver

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Commitments to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrowers shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Term Loan or its Revolver Commitment to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrowers, shall maintain a register comparable to the Register.

(i) In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations) (the “ Participant Register ”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

(j) Agent shall make a copy of the Register (and each Lender shall make a copy of its Participant Register in the extent it has one) available for review by Borrowers from time to time as Borrowers may reasonably request.

13.2. Successors . This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided , that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1 , no consent or approval by any Borrower is required in connection with any such assignment.

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14.1. Amendments and Waivers .

(a) No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank Product Agreements or the Fee Letter), and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided , that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:

(i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i) ,

(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders),

(iv) amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,

(v) amend, modify, or eliminate Section 3.1 or 3.2 ,

(vi) amend, modify, or eliminate Section 15.11 ,

(vii) other than as permitted by Section 15.11 , release Agent’s Lien in and to any of the Collateral,

(viii) amend, modify, or eliminate the definitions of “Required Lenders” or “Pro Rata Share”,

(ix) contractually subordinate any of Agent’s Liens,

(x) other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents, or

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(xi) amend, modify, or eliminate any of the provisions of Section 2.4(b)(i) or (ii) ;

(b) No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate,

(i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrowers (and shall not require the written consent of any of the Lenders),

(ii) any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders;

(c) No amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrowers and the Supermajority Lenders, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts, Eligible Equipment, Eligible Finished Goods Inventory, Eligible WIP Inventory, Eligible In-Transit Inventory, Eligible Raw Material Inventory, Eligible Inventory, Fixed Asset Availability Amount and Fixed Asset Sub-Line Amount) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c) ;

(d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Issuing Bank, or any other rights or duties of Issuing Bank under this Agreement or the other Loan Documents, without the written consent of Issuing Bank, Agent, Borrowers, and the Required Lenders;

(e) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders; and

(f) Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Borrower, shall not require consent by or the agreement of any Loan Party, and (ii) any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender other than any of the matters governed by Section 14.1(a)(i) through (iii)  that affect such Lender.

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14.2. Replacement of Certain Lenders .

(a) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 16 , then Borrowers or Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “ Non-Consenting Lender ”) or any Lender that made a claim for compensation (a “ Tax Lender ”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(b) Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due in payable in respect thereof, and (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit). If the Non-Consenting Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 13.1 . Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the other Loan Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of participations in such Letters of Credit.

14.3. No Waivers; Cumulative Remedies . No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrowers of any provision of this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

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15.1. 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: (a) 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, (b) 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, (c) make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) 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, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Borrower or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) 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.

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15.2. Delegation of Duties . Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

15.3. Liability of Agent . None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders (or Bank Product Providers) for any recital, statement, representation or warranty made by Parent or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Parent or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of Parent or its Subsidiaries.

15.4. Reliance by Agent . Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers).

15.5. Notice of Default or Event of Default . Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains

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actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4 , Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9 ; provided , that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

15.6. Credit Decision . Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Parent and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of each Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of each Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to any Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).

15.7. Costs and Expenses; Indemnification . Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial

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accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from payments or proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses by Loan Parties, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so) from and against any and all Indemnified Liabilities; provided , that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

15.8. Agent in Individual Capacity . Wells Fargo and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire Equity Interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though Wells Fargo were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, Wells Fargo or its Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender” and “Lenders” include Wells Fargo in its individual capacity.

15.9. Successor Agent . Agent may resign as Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by

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Borrowers) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

15.10. Lender in Individual Capacity . Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group (or the Bank Product Providers). The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.

15.11. Collateral Matters .

(a) The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and

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satisfaction in full by Borrowers of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which neither Borrowers nor any of their Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to Borrowers or their Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or (v) in connection with a credit bid or purchase authorized under this Section 15.11 . The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judical action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11 ; provided , that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be

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required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.

(b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by Loan Parties or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein.

15.12. Restrictions on Actions by Lenders; Sharing of Payments .

(a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Loan Parties or any deposit accounts of Loan Parties now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to

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Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided , that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

15.13. Agency for Perfection . Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfecting Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.

15.14. Payments by Agent to the Lenders . All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations.

15.15. Concerning the Collateral and Related Loan Documents . Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product Provider).

15.16. Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information . By becoming a party to this Agreement, each Lender:

(a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field examination report respecting Loan Parties (each, a “ Report ”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b) expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

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(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any field examination will inspect only specific information regarding Loan Parties and will rely significantly upon Loan Parties’ books and records, as well as on representations of Borrowers’ personnel,

(d) agrees to keep all Reports and other material, non-public information regarding Loan Parties and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9 , and

(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

(f) In addition to the foregoing, (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by any Loan Party to Agent that has not been contemporaneously provided by such Loan Party to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from any Loan Party, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Borrowers the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from such Loan Party, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrowers a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

15.17. Several Obligations; No Liability . Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7 , no member

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of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein.

15.18. Lead Arranger and Book Runner . Each of the Joint Lead Arrangers, Joint Book Runners, Co-Syndication Agents, and Co-Documentation Agents, in such capacities, shall not have any right, power, obligation, liability, responsibility, or duty under this Agreement other than those applicable to it in its capacity as a Lender, as Agent, as Swing Lender, or as Issuing Bank. Without limiting the foregoing, each of the Joint Lead Arrangers, Joint Book Runners, Co-Syndication Agents, and Co-Documentation Agents, in such capacities, shall not have or be deemed to have any fiduciary relationship with any Lender or any Loan Party. Each Lender, Agent, Swing Lender, Issuing Bank, and each Loan Party acknowledges that it has not relied, and will not rely, on the Joint Lead Arrangers, Joint Book Runners, Co-Syndication Agents, and Co-Documentation Agents in deciding to enter into this Agreement or in taking or not taking action hereunder. Each of the Joint Lead Arrangers, Joint Book Runners, Co-Syndication Agents, and Co-Documentation Agents, in such capacities, shall be entitled to resign at any time by giving notice to Agent and Borrowers.

16.1. Payments . All payments made by Borrowers hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrowers shall comply with the next sentence of this Section 16.1 . If any Indemnified Taxes are so levied or imposed, Borrowers agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. Borrowers will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrowers. Borrowers agree to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document.

16.2. Exemptions .

(a) If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) one of the following before receiving its first payment under this Agreement:

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(i) if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Parent (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrowers within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments);

(ii) if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN;

(iii) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI;

(iv) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); or

(v) a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax.

(b) Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(c) If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, provided, that nothing in this Section 16.2(c) shall require a Lender or Participant to disclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

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(d) If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such Lender or Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender’s or such Participant’s documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer valid. With respect to such percentage amount, such Participant or Assignee may provide new documentation, pursuant to Section 16.2(a) or 16.2(c) , if applicable. Borrowers agree that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto.

16.3. Reductions .

(a) If a Lender or a Participant is subject to an applicable withholding tax, Agent (or, in the case of a Participant, the Lender granting the participation) may withhold from any payment to such Lender or such Participant an amount equivalent to the applicable withholding tax. If the forms or other documentation required by Section 16.2(a) or 16.2(c) are not delivered to Agent (or, in the case of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

(b) If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section 16 , together with all costs and expenses (including attorneys fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

16.4. Refunds . If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrowers have paid additional amounts pursuant to this Section 16 , so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers under this Section 16 with respect to Indemnified

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Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided , that Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrowers or any other Person.

17.1. Effectiveness . This Agreement shall be binding and deemed effective when executed by each Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2. Section Headings . Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

17.3. Interpretation . Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or any Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4. Severability of Provisions . Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5. Bank Product Providers . Each Bank Product Provider in its capacity as such shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of the Loan Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be

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entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the applicable Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to the applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Borrowers may obtain Bank Products from any Bank Product Provider, although Borrowers are not required to do so. Each Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors.

17.6. Debtor-Creditor Relationship . The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

17.7. Counterparts; Electronic Execution . This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

17.8. Revival and Reinstatement of Obligations; Certain Waivers . If any member of the Lender Group or any Bank Product Provider repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender Group or such Bank Product Provider in full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party

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under any Loan Document or any Bank Product Agreement, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a “ Voidable Transfer ”), or because such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group or Bank Product Provider elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses, and attorneys fees of such member of the Lender Group or Bank Product Provider related thereto, (i) the liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist and (ii) Agent’s Liens securing such liability shall be effective, revived, and remain in full force and effect, in each case, as fully as if such Voidable Transfer had never been made. If, prior to any of the foregoing, (A) Agent’s Liens shall have been released or terminated or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such provision of this Agreement, shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such liability or any Collateral securing such liability.

17.9. Confidentiality .

(a) Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Parent and its Subsidiaries, their operations, assets, and existing and contemplated business plans (“ Confidential Information ”) shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the Persons in this clause (i), “ Lender Group Representatives ”) on a “need to know” basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9 , (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrowers with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrowers pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrowers, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause (vi)

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the disclosing party agrees to provide Borrowers with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrowers pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in connection with any assignment, participation or pledge of any Lender’s interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information either subject to the terms of this Section 17.9 or pursuant to confidentiality requirements substantially similar to those contained in this Section 17.9 (and such Person may disclose such Confidential Information to Persons employed or engaged by them as described in clause (i) above), (ix) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided , that, prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than any Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrowers with prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan Document.

(b) Anything in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of any Borrower or the other Loan Parties and the Commitments provided hereunder in any “tombstone” or other advertisements, on its website or in other marketing materials of the Agent.

(c) The Loan Parties hereby acknowledge that Agent or its Affiliates may make available to the Lenders materials or information provided by or on behalf of Borrowers hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the “ Platform ”) and certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “ Public Lender ”). The Loan Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC” or otherwise at any time filed with the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor” (or such other similar term).

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17.10. Survival . All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Bank, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding or unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or been terminated.

17.11. Patriot Act . Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify each Borrower in accordance with the Patriot Act. In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties’ senior management and key principals, and each Borrower agrees to cooperate in respect of the conduct of such searches and further agrees that the reasonable costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrowers.

17.12. Integration . This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments, acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided in such Bank Product Agreement.

17.13. Parent as Agent for Borrowers . Each Borrower hereby irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all Borrowers (which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that a Borrower has been appointed to replace Parent. Each Borrower hereby irrevocably appoints and authorizes the Parent (a) to provide Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Parent shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or

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instruction provided by any member of the Lender Group to the Parent in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as the Parent deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s relying on any instructions of the Parent, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

[Signature pages to follow.]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

Signature Page to Credit Agreement

Schedule 1.1

As used in the Agreement, the following terms shall have the following definitions:

“ Account ” means an account (as that term is defined in the Code).

“ Account Debtor ” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“ Accounting Changes ” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

“ Acquired Indebtedness ” means Indebtedness of a Person whose assets or Equity Interests are acquired by any Loan Party in a Permitted Acquisition; provided , that such Indebtedness (a) is either purchase money Indebtedness or a Capital Lease with respect to Equipment or mortgage financing with respect to Real Property, (b) was in existence prior to the date of such Permitted Acquisition, and (c) was not incurred in connection with, or in contemplation of, such Permitted Acquisition.

“ Acquisition ” means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.

“ Additional Documents ” has the meaning specified therefor in Section 5.12 of the Agreement.

“ Administrative Questionnaire ” has the meaning specified therefor in Section 13.1(a) of the Agreement.

“ Affected Lender ” has the meaning specified therefor in Section 2.13(b) of the Agreement.

“ Affiliate ” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided , that, for purposes of the definition of Eligible Accounts and Section 6.10 of the Agreement: (a) any Person which owns directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person.

Schedule 1.1 – Page 1

“ Agent ” has the meaning specified therefor in the preamble to the Agreement.

“ Agent-Related Persons ” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

“ Agent’s Account ” means the Deposit Account of Agent identified on Schedule A-1 to this Agreement (or such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Borrowers and the Lenders).

“ Agent’s Liens ” means the Liens granted by Loan Parties to Agent under the Loan Documents and securing the Obligations.

“ Agreement ” means the Credit Agreement to which this Schedule 1.1 is attached.

“ Applicable Margin ” means, as of any date of determination and with respect to Base Rate Loans or LIBOR Rate Loans, as applicable, the applicable margin set forth in the following table that corresponds to the Average Excess Availability of Borrowers for the most recently completed month; provided , that for the period from the Closing Date through and including July 31, 2013, the Applicable Margin shall be set at the margin in the row styled “Level I” ; provided further , if Borrowers fail to deliver the Borrowing Base Certificate required to be delivered pursuant to Section 5.2 of the Agreement on or before the due date thereof, the Applicable Margin shall be set at the margin in the row styled “Level III” until the delivery of such Borrowing Base Certificate:

The Applicable Margin shall be re-determined as of the first day of each calendar month of Borrowers.

“ Application Event ” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

Schedule 1.1 – Page 2

“ Assignee ” has the meaning specified therefor in Section 13.1(a) of the Agreement.

“ Assignment and Acceptance ” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to the Agreement.

“ Authorized Person ” means any one of the individuals identified on Schedule A-2 to the Agreement, as such schedule is updated from time to time by written notice from Borrowers to Agent.

“ Availability ” means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans under Section 2.1 of the Agreement (after giving effect to the then outstanding Revolver Usage).

“ Average Excess Availability ” means, with respect to any period, the sum of the aggregate amount of Excess Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

“ Available Increase Amount ” means, as of any date of determination, an amount equal to the result of (a) $25,000,000 minus (b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of the Agreement.

“ Bank Product ” means any one or more of the following financial products or accommodations extended to any Loan Party by a Bank Product Provider: (a) credit cards (including commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”)), (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements.

“ Bank Product Agreements ” means those agreements entered into from time to time by any Loan Party with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

“ Bank Product Collateralization ” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product Obligations (other than Hedge Obligations).

“ Bank Product Obligations ” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by Loan Parties to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, excluding, however, Excluded Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to any Loan Party.

Schedule 1.1 – Page 3

“ Bank Product Provider ” means Wells Fargo or any of its Affiliates, including each of the foregoing in its capacity, if applicable, as a Hedge Provider.

“ Bank Product Provider Agreement ” means an agreement in substantially the form attached hereto as Exhibit B-2 to the Agreement, in form and substance satisfactory to Agent, duly executed by the applicable Bank Product Provider, Borrowers, and Agent.

“ Bank Product Reserves ” means, as of any date of determination, those reserves that Agent deems necessary or appropriate to establish (based upon the Bank Product Providers’ determination of the liabilities and obligations of Loan Parties in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding.

“ Bankruptcy Code ” means title 11 of the United States Code, as in effect from time to time.

“ Base Rate ” means the greatest of (a) the Federal Funds Rate plus  ¹ ⁄ ₂ %, (b) the LIBOR Rate (which rate shall be calculated based upon an Interest Period of 1 month and shall be determined on a daily basis), plus 1 percentage point, and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate.

“ Base Rate Loan ” means each portion of the Revolving Loans or the Term Loan that bears interest at a rate determined by reference to the Base Rate.

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

“ Base Rate Term Loan Margin ” means three percent (3.00%).

“ Benefit Plan ” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which any Loan Party or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.

“ Board of Directors ” means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Book Runner ” has the meaning set forth in the preamble to the Agreement.

“ Borrower ” and “ Borrowers ” have the respective meanings specified therefor in the preamble to the Agreement.

Schedule 1.1 – Page 4

“ Borrower Materials ” has the meaning specified therefor in Section 17.9(c) of the Agreement.

“ Borrowing ” means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of an Extraordinary Advance.

“ Borrowing Base ” means, as of any date of determination, the result of:

(a) 85% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus

(b) the lesser of (A) the product of 70% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Finished Goods Inventory at such time, and (B) the product of 92.5% multiplied by the Net Recovery Percentage identified in the most recent inventory appraisal ordered and obtained by Agent multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Finished Goods Inventory (such determination may be made as to different categories of Eligible Finished Goods Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus

(c) the lesser of (A) the product of 70% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Raw Materials Inventory at such time, and (B) the product of 92.5% multiplied by the Net Recovery Percentage identified in the most recent inventory appraisal ordered and obtained by Agent multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Raw Materials Inventory (such determination may be made as to different categories of Eligible Raw Materials Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus

(d) the lowest of

(i) $5,000,000,

(ii) the lesser of (A) the product of 70% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible WIP Inventory at such time, and (B) the product of 92.5% multiplied by the Net Recovery Percentage identified in the most recent inventory appraisal ordered and obtained by Agent multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible WIP Inventory (such determination may be made as to different categories of Eligible WIP Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus

(e) the Fixed Asset Availability Amount, minus

(f) the aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the Agreement.

Schedule 1.1 – Page 5

“ Borrowing Base Certificate ” means a certificate in the form of Exhibit B-1 .

“ Business Day ” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of Illinois, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

“ Capital Expenditures ” means, with respect to any Person for any period, the amount of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication (a) expenditures made during such period in connection with the replacement, substitution, or restoration of assets or properties pursuant to Section 2.4(e)(ii) of the Agreement, (b) with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time, (c) expenditures made during such period to consummate one or more Permitted Acquisitions, (d) capitalized software development costs to the extent such costs are deducted from net earnings under the definition of EBITDA for such period, and (e) expenditures during such period that, pursuant to a written agreement, are reimbursed by a third Person (excluding Borrowers or any of their Affiliates).

“ Capitalized Lease Obligation ” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

“ Capital Lease ” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“ Cash Equivalents ” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“ S&P ”) or Moody’s Investors Service, Inc. (“ Moody’s ”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined

Schedule 1.1 – Page 6

capital and surplus of not less than $1,000,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“ Cash Management Services ” means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.

“ CFC ” means a controlled foreign corporation (as that term is defined in the IRC).

“ Change of Control ” means that:

(a) Permitted Holders fail to own and control, directly or indirectly, 20%, or more, of the Equity Interests of Parent entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Parent,

(b) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 20%, or more, of the Equity Interests of Parent entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Parent,

(c) a majority of the members of the Board of Directors of Parent do not constitute Continuing Directors, or

(d) Except for Permitted Dispositions, Parent fails to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party.

“ Change in Law ” means the occurrence after the date of the Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything in the Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

Schedule 1.1 – Page 7

“ Closing Date ” means the date of the making of the initial Revolving Loan (or other extension of credit) under the Agreement.

“ Code ” means the Illinois Uniform Commercial Code, as in effect from time to time.

“ Collateral ” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Loan Parties in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

“ Collateral Access Agreement ” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Loan Parties’ books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to Agent.

“ Commitment ” means, with respect to each Lender, its Revolver Commitment or its Term Loan Commitment, as the context requires, and, with respect to all Lenders, their Revolver Commitments or their Term Loan Commitments, as the context requires,, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.

“ Competitor ” means any Person which is a direct competitor of Borrowers or their Subsidiaries if, at the time of a proposed assignment, Agent and the assigning Lender have actual knowledge that such Person is a direct competitor of Borrowers or their Subsidiaries; provided , that in connection with any assignment or participation, the Assignee or Participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank, a finance company, a fund, or other Person which merely has an economic interest in any such direct competitor, and is not itself such a direct competitor of Borrowers or their Subsidiaries, shall not be deemed to be a direct competitor for the purposes of this definition.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit C-1 to the Agreement delivered by the chief financial officer of Parent to Agent.

“ Confidential Information ” has the meaning specified therefor in Section 17.9(a) of the Agreement.

“ Continuing Director ” means (a) any member of the Board of Directors who was a director (or comparable manager) of Parent on the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed or nominated for election to the Board of Directors by either the Permitted Holders or a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the Board of Directors in office at the Closing Date in an actual or threatened election contest relating to the election of the directors (or comparable managers) of Parent and whose initial assumption of office resulted from such contest or the settlement thereof.

Schedule 1.1 – Page 8

“ Control Agreement ” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by any Loan Party, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

“ Copyright Security Agreement ” has the meaning specified therefor in the Security Agreement.

“ Default ” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement within 1 Business Day of the date that it is required to do so under the Agreement (including the failure to make available to Agent amounts required pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified Borrowers, Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under the Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under the Agreement or under other agreements generally (as reasonably determined by Agent) under which it has committed to extend credit, (d) failed, within 1 Business Day after written request by Agent, to confirm that it will comply with the terms of the Agreement relating to its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it under the Agreement within 1 Business Day of the date that it is required to do so under the Agreement, unless the subject of a good faith dispute, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“ Defaulting Lender Rate ” means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to Revolving Loans that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto).

“ De Minimis Amounts ” means any Hazardous Materials either (a) being transported on or from the property or being stored for use by any Loan Party, or its tenant on the property within a year from original arrival on the property in connection with such Person’s current operations or (b) being currently used by any Loan Party or its tenant on the property, in either case in such quantities and in a manner that both (a) does not constitute a material violation or threatened material violation of any Environmental Law or require any reporting or disclosure under any Environmental Law and (b) is consistent with customary business practice for such operations in the state where the property is located.

Schedule 1.1 – Page 9

“ Deposit Account ” means any deposit account (as that term is defined in the Code).

“ Designated Account ” means the Deposit Account of Parent identified on Schedule D-1 to the Agreement (or such other Deposit Account of Parent located at Designated Account Bank that has been designated as such, in writing, by Borrowers to Agent).

“ Designated Account Bank ” has the meaning specified therefor in Schedule D-1 to the Agreement (or such other bank that is located within the United States that has been designated as such, in writing, by Borrowers to Agent).

“ Dilution ” means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during such period.

“ Dilution Reserve ” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 5%.

“ Disqualified Equity Interests ” shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date.

“ Dollars ” or “ $ ” means United States dollars.

“ Dominion Period ” means the period after the occurrence of a Triggering Event (as defined in the Security Agreement) and prior to a Recission (as defined in the Security Agreement) with respect to such Triggering Event.

“ Drawing Document ” means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit.

Schedule 1.1 – Page 10

“ Earn-Outs ” shall mean unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

“ EBITDA ” means, with respect to any fiscal period,

(a) Loan Parties’ consolidated net earnings (or loss),

minus

(b) without duplication, the sum of the following amounts of Parent for such period to the extent included in determining consolidated net earnings (or loss) for such period:

(i) extraordinary gains,

(ii) interest income,

(iii) gains resulting from the decrease in the value of outstanding warrants or stock issued (or to be issued) in connection with the PPPI Acquisition due to mark-to-market accounting, and

(iv) non-cash gains,

plus

(c) without duplication, the sum of the following amounts of Parent for such period to the extent included in determining consolidated net earnings (or loss) for such period:

(i) extraordinary losses (as defined by GAAP),

(ii) Interest Expense,

(iii) income taxes,

(iv) one time fees and expenses relating to the transactions contemplated by the Agreement and the PPPI Acquisition in an aggregate amount not to exceed $5,000,000,

(v) fees and expenses related to audits, inspections and appraisals incurred by the Borrowers pursuant to the Agreement,

(vi) depreciation and amortization for such period, in each case, determined on a consolidated basis in accordance with GAAP,

(vii) losses resulting from the increase in the value of outstanding warrants or stock issued (or to be issued) in connection with the PPPI Acquisition due to mark-to-market accounting,

(viii) non-cash losses, and

Schedule 1.1 – Page 11

(ix) non-cash losses resulting from the allocation of Excess Purchase Price to any of the tangible assets and intangible assets acquired in an Acquisition, including but not limited to PPPI, which Excess Purchase Price results in a reduction of the Loan Parties’ operating results as such amounts are recognized in the Loan Parties’ operating results subsequent to such Acquisition;

provided , that, notwithstanding anything to the contrary contained herein, for each of the calendar months set forth below, EBITDA shall be deemed to be the amount set forth below opposite such month: