Common use of Consent to Jurisdiction; Service of Process; Waiver of Jury Trial Clause in Contracts

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREE, INC., a North Carolina corporation By:/s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTOR: E-CONOLIGHT LLC, a Delaware limited liability company By:/s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Citibank, N.A.____________], as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 11.08 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF Each of the parties hereto have has caused a counterpart of this Amendment to be duly executed on and delivered as of the date first above written. BORROWER: CREEEPIQ SYSTEMS, INC., a North Carolina corporation By:/s/ Xxxxxxx X. XxXxxxxx as the Borrower By: /s/ Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Xxxxxxx X. XxXxxxxx Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer GUARANTORGUARANTORS: EEPIQ SYSTEMS ACQUISITION, INC., as a Guarantor By: /s/ Xxxxx-CONOLIGHT LLC, a Delaware limited liability company By:/s/ Xxxxxxx X. XxXxxxxx Xxxxx Xxxx Xxxx Fat Name: Xxxxxxx X. XxXxxxxx Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer CREEEPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC., as a Guarantor By: /s/ Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer EPIQ BANKRUPTCY SOLUTIONS, LLC, as a Guarantor By: /s/ Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer HILSOFT, INC., as a Guarantor By: /s/ Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer EPIQ SYSTEMS, INC. FIRST THIRD AMENDMENT TO CREDIT AGREEMENT EPIQ EDISCOVERY SOLUTIONS, INC., as a Guarantor By: /s/ Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer ENCORE LEGAL SOLUTIONS, INC., as a Guarantor By: /s/ Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer DE NOVO LEGAL, LLC, as a Guarantor By: /s/ Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer EPIQ SYSTEMS HOLDINGS, LLC, as a Guarantor By: /s/ Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer EPIQ TECHNOLOGY, LLC, as a Guarantor By: /s/ Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer EPIQ SYSTEMS, INC. THIRD AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, KEYBANK NATIONAL ASSOCIATION, as a Lender Administrative Agent and as Administrative Agent the Incremental Term Lender By: /s/ Xxxxxxx Xxxxxxx Xxxxx X. Wild Name: Xxxxxxx Xxxxxxx Xxxxx X. Wild Title: Senior Vice President CREEEPIQ SYSTEMS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Citibank, N.A.____________], as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 Sections 10.13 and 10.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREECHECKPOINT SYSTEMS, INC. FIRST SECOND AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWERCOMPANY: CREECHECKPOINT SYSTEMS, INC., a North Carolina Pennsylvania corporation By:/s/ By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx Name: Xxxxxxx X. XxXxxxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer JAPANESE BORROWER CHECKPOINT MANUFACTURING JAPAN CO. AND FOREIGN GUARANTOR: E-CONOLIGHT LTD. By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Representative Director DUTCH BORROWER AND CP INTERNATIONAL SYSTEMS C.V. FOREIGN GUARANTOR: By: Checkpoint International, LLC in its capacity as general partner of CP International Systems C.V. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President DOMESTIC GUARANTORS: OATSYSTEMS, INC., a Delaware corporation, By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Senior Vice President, General Counsel and Secretary CHECKPOINT INTERNATIONAL, LLC, a Delaware limited liability company By:/s/ By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx Name: Xxxxxxx X. XxXxxxxx Xxxxxxx Title: Executive President CHECKPOINT SYSTEMS HOLDING, INC., a Delaware corporation By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Senior Vice President, General Counsel and Secretary J & F INTERNATIONAL USA, INC., an Ohio corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer CREESecretary ADAPT IDENTIFICATION, LLC, a New York limited liability company By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Secretary FOREIGN GUARANTORS: CHECKPOINT SYSTEMS HOLDING GMBH By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director CHECKPOINT HOLLAND HOLDING B.V. By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director CHECKPOINT CARIBBEAN LTD. By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director CHECKPOINT SYSTEMS INTERNATIONAL GMBH By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director CHECKPOINT SYSTEMS GMBH By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director CHECKPOINT SYSTEMS HONG KONG LTD. By: /s/ Per X. Xxxxx Name: Per X. Xxxxx Title: Director CHECKPOINT LABELLING SERVICES HONG KONG LIMITED By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director CHECKPOINT SYSTEMS ESPAÑA S.L. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Attorney CHECKPOINT SYSTEMS BENELUX B.V. By: /s/ Xxxx X. Xxx Xxxx Name: Xxxx X. Xxx Xxxx Title: Director XXXXXXX SYSTEMS B.V. By: /s/ Per Xxxxx Name: Per Xxxxx Title: Director BRILLIANT LABEL MANUFACTURING LIMITED By: /s/ Per Xxxxx Name: Per Xxxxx Title: Director CHECKPOINT SYSTEMS, INC. FIRST SECOND AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Citibank, N.A.____________], as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Xxx Name: Xxxx X. Xxxxxx Xxx Title: Vice President CREE, INCDirector DMSLIBR EXHIBIT A FORM OF LENDER CONSENT See Attached. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx18881418-17

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service services of process and waiver of jury trial provisions set forth in Section 11.10 Sections 9.13 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREEBRAVO BRIO RESTAURANT GROUP, INC. INC FIRST AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREEBRAVO BRIO RESTAURANT GROUP, INC., a North Carolina corporation By:/s/ Xxxxxxx . By: /s/ Xxxxx X. XxXxxxxx X’Xxxxxx Name: Xxxxxxx Xxxxx X. XxXxxxxx X’Xxxxxx Title: Executive Chief Financial Officer, Treasurer and Secretary GUARANTORS: BRAVO DEVELOPMENT OF KANSAS, INC. By: /s/ Xxxxx X. X’Xxxxxx Name: Xxxxx X. X’Xxxxxx Title: Vice President and Chief Financial Officer GUARANTORSecretary BRIO TUSCAN GRILLE OF MARYLAND, INC. By: E-CONOLIGHT LLC, a Delaware limited liability company By:/s/ Xxxxxxx /s/ Xxxxx X. XxXxxxxx X’Xxxxxx Name: Xxxxxxx Xxxxx X. XxXxxxxx X’Xxxxxx Title: Executive Vice President and Secretary CHERRY HILL TWO, LLC By Bravo Brio Restaurant Group, Inc. its sole member By: /s/ Xxxxx X. X’Xxxxxx Name: Xxxxx X. X’Xxxxxx Title: Chief Financial Officer CREEOfficer, INC. Treasurer and Secretary BRAVO BRIO RESTAURANT GROUP, INC FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent on behalf of the Lenders By: /s/ Xxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxx Title: Senior Vice President CREEManaging Director BRAVO BRIO RESTAURANT GROUP, INC. INC FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___CitibankXXXXX FARGO BANK, N.A.____________], as a Lender NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Vice President CREEManaging Director BRAVO BRIO RESTAURANT GROUP, INC. INC FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___]OF AMERICA, as a Lender N.A. By: /s/ Xxxxxxxx Xxxx X. Xxxxxxx Name: Xxxxxxxx Xxxx X. Xxxxxxx Title: Authorized Signatory CREESenior Vice President BRAVO BRIO RESTAURANT GROUP, INC. INC FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender THE HUNTINGTON NATIONAL BANK By: /s/ Xxxxx Xxxxx Xxxxxx X. Xxxx Name: Xxxxx Xxxxx Xxxxxx X. Xxxx Title: Vice President CREEBRAVO BRIO RESTAURANT GROUP, INC. INC FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Xxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx Xxxx Title: Senior Vice President CREEBRAVO BRIO RESTAURANT GROUP, INC. INC FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S REGIONS BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. XxxxxxXxxxxxx

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The consent to jurisdiction, consent to service of process and waiver of jury trial provisions set forth in Section 11.10 Sections 9.09 and 9.10 of the Credit Agreement Agreement, respectively, are hereby incorporated by reference, mutatis mutandis. CREESMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREESMART GLOBAL HOLDINGS, INC., a North Carolina corporation By:/s/ Xxxxxxx X. XxXxxxxx . By: /s/ Xxx Xxxxx Name: Xxxxxxx X. XxXxxxxx Xxx Xxxxx Title: Executive Senior Vice President and Chief Financial Executive Officer GUARANTORSMART MODULAR TECHNOLOGIES, INC. By: E-CONOLIGHT LLC, a Delaware limited liability company By:/s/ Xxxxxxx X. XxXxxxxx /s/ Xxx Xxxxx Name: Xxxxxxx X. XxXxxxxx Xxx Xxxxx Title: Executive Senior Vice President and Chief Financial Executive Officer CREESMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENTACKNOWLEDGED AND AGREED TO: XXXXX FARGO SMART MODULAR TECHNOLOGIES (DE), INC. CREELED, INC. EXECUTED AS A DEED FOR AND ON BEHALF OF SMART MODULAR TECHNOLOGIES (DH), INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Chief Executive Officer PREMIERE LOGISTICS, INC. PREMIERE CUSTOMS BROKERS, INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Chief Executive Officer SMART HIGH RELIABILITY SOLUTIONS LLC SMART EMBEDDED COMPUTING, INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Chief Executive Officer SMART WIRELESS COMPUTING, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT PENGUIN COMPUTING, INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: President, Chief Financial Officer, Senior Vice President – Federal Systems, Treasurer and Secretary SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT CITIZENS BANK, N.A., as Agent and a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxx Xxxxx Title: Senior Vice President CREEAssociate SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___CitibankSANTANDER BANK, N.A.____________], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT BANK OF THE WEST, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT CITY NATIONAL BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Senior Vice President SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT M&T Bank, successor by merger to People’s United Bank, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: SVP SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X Xxxxxxx Xx Name: Xxxxx X Xxxxxxx Xx Title: Senior Vice President SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT Sumitomo Mitsui Banking Corporation, as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Director SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT SILICON VALLEY BANK, as a Lender By: /s/ Xxx XxxXxxxxx Name: Xxx XxxXxxxxx Title: Vice President SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Vice President CREESMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___]Capital One, National Association, as a Lender By: /s/ Xxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxx Title: Duly Authorized Signatory CREESMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERSCadence Bank, as a Lender By: [___HSBC /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT FIRST HORIZON BANK, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT The Bank USAof East Asia, National Association_____]Limited, New York Branch, as a Lender By: /s/ Xxxxx Xxxxx Xxx Name: Xxxxx Xxxxx Xxx Title: Vice President CREESVP By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: SVP SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERSHSBC Bank USA, N.A., as a Lender By: [___PNC Bank/s/ Xxxxxx X’Xxxxxx Name: Xxxxxx X’Xxxxxx Title: Vice President, National Association_____]Global Relationship Manager SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx Title: Senior Vice President CREESMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Comerica Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxxxxx Xx. Name: Xxxx X. Xxxxxxxxx Xx. Title: Vice President SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT Barclays Bank PLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx X. XxxxxxXxxxxx Title: Director SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT MIZUHO BANK, LTD., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT XXXXXX XXXXXXX SENIOR FUNDING INC., as a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT Cathay Bank, as a Lender By: /s/ Xx Xxxx Xx. Name: Xx Xxxx Xx. Title: FVP, Portfolio Manager SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT SYNOVUS BANK, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREE, INC. FIRST PRIMO WATER CORPORATION AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWERCOMPANY: CREEPRIMO WATER CORPORATION, INC.a Delaware corporation By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer SUBSIDIARY BORROWERS: PRIMO PRODUCTS, LLC, a North Carolina corporation By:/s/ Xxxxxxx X. XxXxxxxx limited liability company By: Primo Water Corporation, Manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxxxxx X. XxXxxxxx Xxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTOR: E-CONOLIGHT PRIMO DIRECT, LLC, a Delaware North Carolina limited liability company By:/s/ Xxxxxxx X. XxXxxxxx By: Primo Water Corporation, Manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxxxxx X. XxXxxxxx Xxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CREEPRIMO REFILL, INCLLC, a North Carolina limited liability company By: Primo Water Corporation, Manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer PRIMO ICE, LLC, a North Carolina limited liability company By: Primo Water Corporation, Manager By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Financial Officer GUARANTORS: None. FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Citibank, N.A.____________], as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender on behalf of the Required Lenders By: /s/ Xxxxx X. Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. XxxxxxSVP

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service services of process and waiver of jury trial provisions set forth in Section 11.10 Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREETHE PANTRY, INC. FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto Borrower, and the Required Lenders have caused this Amendment to be duly executed on the date first above written. BORROWER: CREETHE PANTRY, INC., a North Carolina Delaware corporation By:/s/ By: /s/ Mxxx Xxxxxxx X. XxXxxxxx Name: Mxxx Xxxxxxx X. XxXxxxxx Title: Executive Senior Vice President and President, Chief Financial Officer GUARANTOR: E-CONOLIGHT LLC, a Delaware limited liability company By:/s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer CREESecretary THE PANTRY, INC. FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENTAGENT AND LENDERS: XXXXX WXXXX FARGO BANK, NATIONAL ASSOCIATIONASSOCIATION (successor-by-merger to Wachovia Bank, National Association), as Administrative Agent and as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Axxxxx X. Xxxx Name: Xxxxxxx Xxxxxxx AXXXXX X. XXXX Title: Senior Vice President CREEDIRECTOR THE PANTRY, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___CitibankCooperative Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, N.A.____________]New York Branch,, as a Lender By: /s/ Xxxxxx Txxxxxxx X. Xxx Name: Txxxxxxx X. Xxx Title: Executive Director By: /s/ Axxxxx Xxxxxxx Name: Xxxxxx Axxxxx Xxxxxxx Title: Vice President CREEManaging Director THE PANTRY, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___]CREDIT INDUSTRIEL ET COMMERCIAL, as a Lender By: /s/ Xxxxxxxx Xxxxxxx Axxxxxx Xxxx Name: Xxxxxxxx Xxxxxxx Axxxxxx Xxxx Title: Authorized Signatory CREEManaging Director By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Managing Director THE PANTRY, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____]GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Xxxxx Xxxxx Pxxxx X. Xxxxxxxx Name: Xxxxx Xxxxx Pxxxx X. Xxxxxxxx Title: Vice President CREEDuly Authorized Signatory [signature pages continue] THE PANTRY, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____]Capital One Leverage Finance Corporation, as a Lender By: /s/ Xxxxxxx X. Xxxxx Rxx Xxxxxx Name: Xxxxxxx X. Xxxxx Rxx Xxxxxx Title: Senior Vice President CREETHE PANTRY, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________]BMO Hxxxxx Financing, Inc. Formerly known as BMO Capital Markets Financing, Inc. as a Lender By: /s/ Pxxxxx Xxxxxxxx Name: Pxxxxx Xxxxxxxx Title: Managing Director THE PANTRY, INC. FIRST AMENDMENT LENDERS: RXXXXXX JXXXX BANK, FSB, as a Lender By: /s/ Xxxx X Xxxxxx Gxxxxxx XxXxxxxx Name: Xxxx X. Xxxxxx Gxxxxxx XxXxxxxx Title: Senior Vice President CREETHE PANTRY, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__]Allied Irish Banks p.l.c., as a Lender By: /s/ Xxxxx Jxxxxx Xxxxxxxxx Name: Jxxxxx Xxxxxxxxx Title: Senior Vice President By: /s/ Exxxx Xxxxxx Name: Xxxxx Exxxx Xxxxxx Title: Assistant Vice President CREETHE PANTRY, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____]N.A. as a Lender By: /s/ Pxxxxxx X. Xxxxxxxx Name: Pxxxxxx X. Xxxxxxxx Title: Executive Director THE PANTRY, INC. FIRST AMENDMENT LENDERS: RB International Finance (USA) LLC, as a Lender By: /s/ Xxxxxx X Jxxx X. Xxxxxxx Name: JXXX X. XXXXXXX Title: First Vice President By: /s/ Mxxxx Xxxxxx X Xxxxxxx Name: MXXXX XXXXXX Title: Vice President CREE[signature pages continue] THE PANTRY, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____]Regions Financial Corp., as a Lender By: /s/ Xxxx X. Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Vice President THE PANTRY, INC. FIRST AMENDMENT LENDERS: SUNTRUST BANK, as a Lender By: /s/ Gxxxxxx X’Xxxxxx Name: Gxxxxxx X’Xxxxxx Title: Director THE PANTRY, INC. FIRST AMENDMENT LENDERS: ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Senior Vice President By: /s/ Dxx Xxxx Name: Dxx Xxxx Title: Assistant Vice President [signature pages continue] THE PANTRY, INC. FIRST AMENDMENT LENDERS: United Overseas Bank Limited, New York Agency as a Lender By: /s/ K. Jxx Xxx Name: K. Jxx Xxx Title: Senior Vice President By: /s/ Mxxxx Xxxxx Name: Mxxxx Xxxxx Title: Assistant Vice President [signature pages continue] THE PANTRY, INC. FIRST AMENDMENT LENDERS: State Bank of India as a Lender By: /s/ C. Sxxxxxxxxxxx Xxxxx Name: C. Sxxxxxxxxxxx Xxxxx Title: Vice President & Head (Syndications) THE PANTRY, INC. FIRST AMENDMENT LENDERS: THE SUMITOMO TRUST AND BANKING CO.,LTD., NEW YORK BRANCH, as a Lender By: /s/ Axxxxx X. XxxxxxXxx XX Name: AXXXXX X. XXX XX Title: Vice President THE PANTRY, INC. FIRST AMENDMENT LENDERS: Compass Bank, successor in interest to Guaranty Bank as a Lender By: /s/ Rxxxx Xxxxxx Name: Rxxxx Xxxxxx Title: Vice President THE PANTRY, INC. FIRST AMENDMENT LENDERS: EAST WEST BANK, as a Lender By: /s/ Axxxxx Xxxxx Name: Axxxxx Xxxxx Title: Vice President THE PANTRY, INC. FIRST AMENDMENT LENDERS: ARES VR CLO LTD ARES VR CLO LTD. BY: ARES CLO MANAGEMENT VR, LP., ITS INVESTMENT MANAGER BY: ARES CLO GP VR, LLC, ITS GENERAL PARTNER as a Lender By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President THE PANTRY, INC. FIRST AMENDMENT LENDERS: Ares VIR CLO Ltd., as a Lender ARES VIR CLO LTD ARES VIR CLO LTD. BY: ARES CLO MANAGEMENT VIR, LP., ITS INVESTMENT MANAGER BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President [signature pages continue] THE PANTRY, INC. FIRST AMENDMENT LENDERS: Ares X CLO Ltd., as a Lender ARES X CLO LTD ARES X CLO LTD. BY: ARES CLO MANAGEMENT X, LP., ITS INVESTMENT MANAGER BY: ARES CLO GP X, LLC, ITS GENERAL PARTNER By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President THE PANTRY, INC. FIRST AMENDMENT LENDERS: Ares XI CLO Ltd., as a Lender ARES XI CLO LTD ARES XI CLO LTD. BY: ARES CLO MANAGEMENT XI, LP., ITS INVESTMENT MANAGER BY: ARES CLO GP XI, LLC, ITS GENERAL PARTNER By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President THE PANTRY, INC. FIRST AMENDMENT LENDERS: Ares XII CLO Ltd., as a Lender ARES XII CLO LTD ARES XII CLO LTD. BY: ARES CLO MANAGEMENT XII, LP., ITS INVESTMENT MANAGER BY: ARES CLO GP XII, LLC, ITS GENERAL PARTNER By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President THE PANTRY, INC. FIRST AMENDMENT LENDERS: Ares NF CLO XIII Ltd., as a Lender Ares NF CLO XIII Ltd BY: Ares CLO XIII Management, L.P., its collateral manager BY: Ares CLO XIII Management, LLC, its general partner By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President THE PANTRY, INC. FIRST AMENDMENT LENDERS: Ares NF CLO XIV Ltd., as a Lender Ares NF CLO XIV Ltd BY: Ares CLO XIV Management, L.P., its collateral manager BY: Ares CLO XIV Management, LLC, its general partner By: /s/ Axxxxxx Xxxxxxxx Name: Axxxxxx Xxxxxxxx Title: Vice President [signature pages continue] THE PANTRY, INC. FIRST AMENDMENT

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREECARROLS RESTAURANT GROUP, INC. FIRST THIRD AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREECARROLS RESTAURANT GROUP, INC., a North Carolina Delaware corporation By:/s/ Xxxxxxx Xxxx X. XxXxxxxx Xxxxxxxx Name: Xxxxxxx Xxxx X. XxXxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORVP-CFO GUARANTORS: ECARROLS CORPORATION, a Delaware corporation By:/s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: VP-CONOLIGHT CFO CARROLS LLC, a Delaware limited liability company By:/s/ Xxxxxxx Xxxx X. XxXxxxxx Xxxxxxxx Name: Xxxxxxx Xxxx X. XxXxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CREEVP-CFO CARROLS RESTAURANT GROUP, INC. FIRST THIRD AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ By:/s/ Xxxxxxx Xxxxxxx X. Xxxx Name: Xxxxxxx Xxxxxxx X. Xxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT Managing Director LENDERS: [___Citibank, N.A.____________]MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender By: /s/ Xxxxxx By:/s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxx Xxxxxxx X. XxXxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___]Cooperatieve Rabobank U.A. New York Branch, as a Lender ByBy:/s/ Van Brandenburg Name: /s/ Xxxxxxxx Van Brandenburg Title: Executive Director By:/s/ Xxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. XxxxxxXxxxxxx

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 Sections 10.10 of the Credit Loan Agreement are hereby incorporated by reference, mutatis mutandis. CREE, INC. FIRST NATIONAL INSTRUMENTS CORPORATION AMENDMENT TO CREDIT LOAN AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREE, INC., NATIONAL INSTRUMENTS CORPORATION,a North Carolina Delaware corporation By:/s/ Xxxxxxx X. XxXxxxxx By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxx X. XxXxxxxx Xxxxxx Title: Executive Vice President and Chief Financial Executive Officer GUARANTORGUARANTORS: E-CONOLIGHT LLC, AWR CORPORATION,a Delaware limited liability company By:/s/ Xxxxxxx X. XxXxxxxx corporation By: /s/ Xxxx Xxxxxxxxx Name: Xxxxxxx X. XxXxxxxx Xxxx Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CREENATIONAL INSTRUMENTS EUROPE CORPORATION,a Texas corporation By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: President PHASE MATRIX, INC. FIRST INC.,a California corporation By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: President NATIONAL INSTRUMENTS CORPORATION AMENDMENT TO CREDIT LOAN AGREEMENT ADMINISTRATIVE AGENTLENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Citibank, N.A.____________], as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. XxxxxxXxxxxxx

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service services of process and waiver of jury trial provisions set forth in Section 11.10 Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREENEW CENTURY, TRANSPORTATION, INC. FIRST AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto Credit Parties and the Administrative Agent (on behalf of the Required Lenders) have caused this Amendment to be duly executed on the date first above written. BORROWER: CREENEW CENTURY TRANSPORTATION, INC., a North Carolina New Jersey corporation By:/s/ Xxxxxxx By: /s/ Xxxxx X. XxXxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxx X. XxXxxxxx Xxxxxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORCFO GUARANTORS: E-CONOLIGHT EAST PARK ACQUISITION, LLC, a Delaware New Jersey limited liability company By:/s/ Xxxxxxx By: /s/ Xxxxx X. XxXxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxx X. XxXxxxxx Xxxxxxxxxxx Title: Executive Vice President and Chief Financial Officer CREECFO WESTERN FREIGHTWAYS, LLC, a Colorado limited liability company By: /s/ Xxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxx Title: CFO P&P TRANSPORT LLC, a New Jersey limited liability company By: New Century Transportation, Inc. Its sole Member By: /s/ Xxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxx Title: CFO NEW CENTURY, TRANSPORTATION, INC. FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent on behalf of the Required Lenders By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx Title: Senior Vice President CREE, INC. FIRST EXHIBIT A [FORM OF] CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT LENDERS: [This Consent is given pursuant to the Credit Agreement, dated as of August 14, 2006 (as previously amended and modified, the “Credit Agreement”; and as further amended by the Amendment (as hereinafter defined), the “Amended Credit Agreement”), by and among NEW CENTURY TRANSPORTATION, INC., a New Jersey corporation (the “Borrower”), those Material Domestic Subsidiaries of the Borrower party hereto (each a “Guarantor” and collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The undersigned hereby approves the amendment of the Credit Agreement effected by the Third Amendment to Credit Agreement (the “Amendment”) by and among the Borrower, the Guarantors party thereto, and the Administrative Agent and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Amended Credit Agreement. Delivery of this Consent by telecopy or other electronic means shall be effective as an original. A duly authorized officer of the undersigned has executed this Consent as of the ___Citibank_ day of February, N.A.____________]2008. , as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx:

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service services of process and waiver of jury trial provisions set forth in Section 11.10 Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREE, INC. FIRST AMERICAN PACIFIC CORPORATION AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREEAMERICAN PACIFIC CORPORATION, a Delaware corporation By: Name: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Title: Vice President, Chief Financial Officer and Treasurer GUARANTORS: AMERICAN PACIFIC CORPORATION, a Nevada corporation By: Name: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Title: Chief Financial Officer and Treasurer AMPAC FINE CHEMICALS LLC, a California limited liability company By: Name: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Title: Secretary ENERGETIC ADDITIVES INC., LLC, a Nevada limited liability company By: Name: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Title: Manager AMPAC-ISP CORP., a Delaware corporation By: Name: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Title: Chief Financial Officer and Treasurer AMERICAN AZIDE CORPORATION, a Nevada corporation By: Name: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Title: Treasurer AMPAC FARMS, INC., a North Carolina Nevada corporation By:/s/ Xxxxxxx X. XxXxxxxx By: Name: Xxxxxxx X. XxXxxxxx /s/ Xxxx Xxxxxx Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTOR: E-CONOLIGHT LLC, a Delaware limited liability company By:/s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer CREE, INC. FIRST Treasurer AMERICAN PACIFIC CORPORATION AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENTAGENT AND LENDERS: XXXXX FARGO WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx /s/ Xxxxx Santa Xxxx Xxxx Xxxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___CitibankDirector BANK OF AMERICA, N.A.____________], as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx /s/ Xxxx X. Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], as a Lender By: /s/ Xxxxxxxx Xxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. XxxxxxPresident

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 Sections 10.10 of the Credit Loan Agreement are hereby incorporated by reference, mutatis mutandis. CREE, INC. FIRST NATIONAL INSTRUMENTS CORPORATION AMENDMENT TO CREDIT LOAN AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREENATIONAL INSTRUMENTS CORPORATION, a Delaware corporation By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President, CFO & Treasurer GUARANTORS: NATIONAL INSTRUMENTS EUROPE CORPORATION, a Texas corporation By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: President PHASE MATRIX, INC., a North Carolina California corporation By:/s/ Xxxxxxx By: /s/ Xxxxx X. XxXxxxxx Xxxx Name: Xxxxxxx Xxxxx X. XxXxxxxx Xxxx Title: Executive Vice President and Chief Financial Officer GUARANTOR: E-CONOLIGHT LLC, a Delaware limited liability company By:/s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer CREE, INC. FIRST Treasurer NATIONAL INSTRUMENTS CORPORATION AMENDMENT TO CREDIT LOAN AGREEMENT ADMINISTRATIVE AGENTLENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxx X. Xxxxxxx Name: Xxxxxxx Xxxx X. Xxxxxxx Title: Senior Vice President CREE, INCANNEX A See attached. FIRST CONFORMED THROUGH THAT CERTAIN SECONDTHIRD AMENDMENT TO CREDIT AGREEMENT LENDERS: [___CitibankDATED AS OF APRIL 2716, N.A.____________], as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREE, INC2018. FIRST AMENDMENT THIS DOCUMENT IS BEING PROVIDED SOLELY FOR EASE OF REVIEW AND CONVENIENCE. KING & SPALDING LLP MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF THIS DOCUMENT; PARTIES SHOULD RELY SOLELY ON THEIR REVIEW OF THE CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___]AND AMENDMENTS2020. LOAN AGREEMENT Dated as of May 9, as 2013 among NATIONAL INSTRUMENTS CORPORATION, a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT Delaware corporation (the "Borrower") THE GUARANTORS FROM TIME TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE TIME PARTY HERETO (the "Guarantors") and XXXXX FARGO BANK, N.A.____]NATIONAL ASSOCIATION (the "Lender") TABLE OF CONTENTS SECTION 1 DEFINITIONS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 20 1.3 Accounting Terms. 20 SECTION 2 LOAN FACILITIES 21 2.1 Loans. 21 2.2 Letters of Credit. 23 SECTION 3 OTHER PROVISIONS RELATING TO LOAN FACILITIES 24 3.1 Default Rate. 24 3.2 Continuation of Outstanding Advances. 24 3.3 Prepayments. 25 3.4 Termination and Reduction of Revolving Committed Amount. 25 3.5 Fees. 26 3.6 Special Provisions Regarding LIBOR-Based Rate. 26 3.7 Payments, Computations, Etc. 28 3.8 Evidence of Debt. 29 3.9 Withholding Tax Matters. 30 SECTION 4 GUARANTY 32 4.1 The Guaranty. 33 4.2 Obligations Unconditional; Subordination. 34 4.3 Reinstatement. 34 4.4 Remedies. 35 4.5 Guarantee of Payment; Continuing Guarantee. 35 4.6 Indemnity and Subrogation. 35 4.7 Contribution and Subrogation. 35 4.8 Subordination. 35 4.9 Termination. 35 4.10 Savings Clause. 36 SECTION 5 CONDITIONS 37 5.1 Closing Conditions. 37 5.2 Conditions to all Extensions of Credit. 39 SECTION 6 REPRESENTATIONS AND WARRANTIES 40 6.1 Financial Condition. 40 6.2 No Material Change. 40 6.3 Organization and Good Standing. 40 6.4 Power; Authorization; Enforceable Obligations. 41 6.5 No Conflicts. 41 6.6 No Default. 42 6.7 Ownership. 42 6.8 Litigation. 42 6.9 Taxes. 42 6.10 Compliance with Law. 42 6.11 ERISA. 42 6.12 Corporate Structure; Capital Stock, Etc. 43 6.13 Governmental Regulations, Etc. 44 6.14 Purpose of Loans. 44 6.15 Environmental Matters. 45 6.16 Solvency. 45 6.17 Disclosure. 45 6.18 Brokers’ Fees. 45 6.19 Labor Matters. 46 6.20 Nature of Business. 46 6.21 Certificates. 46 6.22 Names. 46 6.23 Compliance with OFAC Rules and Regulations. 46 6.24 Anti-Terrorism Laws. 47 6.25 Investment Company Act; etc. 47 6.26 Insurance. 47 6.27 No Burdensome Restrictions. 47 SECTION 7 AFFIRMATIVE COVENANTS 47 7.1 Financial Statements. 47 7.2 Certificates; Other Information. 49 7.3 Payment of Taxes and Other Obligations. 49 7.4 Conduct of Business and Maintenance of Existence. 50 7.5 Maintenance of Property; Insurance. 50 7.6 Maintenance of Books and Records. 50 7.7 Notices. 50 7.8 Environmental Laws. 51 7.9 Financial Covenants. 52 7.10 Additional Guarantors 52 7.11 Compliance with Law. 52 7.12 Further Assurances and Post-Closing Covenants. 52 SECTION 8 NEGATIVE COVENANTS 53 8.1 Indebtedness. 53 8.2 Liens. 55 8.3 Nature of Business. 58 8.4 Consolidation, Merger, Sale or Purchase of Assets, etc. 58 8.5 Advances, Investments and Loans. 61 8.6 Transactions with Affiliates. 62 8.7 Ownership of Subsidiaries; Restrictions. 62 8.8 Corporate Changes; Material Contracts. 63 8.9 Limitation on Restricted Actions. 63 8.10 Restricted Payments. 64 8.11 Sale Leasebacks. 64 8.12 No Further Negative Pledges. 65 SECTION 9 EVENTS OF DEFAULT 65 9.1 Events of Default. 65 9.2 Acceleration; Remedies. 68 SECTION 10 MISCELLANEOUS 68 10.1 Notices. 68 10.2 Right of Set-Off; Adjustments. 70 10.3 Successors and Assigns. 70 10.4 No Waiver; Remedies Cumulative. 71 10.5 Expenses; Indemnification. 71 10.6 Amendments, Waivers and Consents. 72 10.7 Counterparts. 72 10.8 Headings. 73 10.9 Survival. 73 10.10 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial 73 10.11 Severability. 74 10.12 Entirety. 74 10.13 Binding Effect; Termination. 74 10.14 Confidentiality. 74 10.15 Conflict. 75 10.16 No Advisory or Fiduciary Responsibility. 75 10.17 Continuing Agreement. 76 EXHIBITS Exhibit 1.1 Form of Permitted Acquisition Certificate Exhibit 2.1(b)(i) Form of Notice of Borrowing Exhibit 2.1(e) Form of Revolving Note Exhibit 3.2 Form of Notice of Continuation Exhibit 5.1(f) Form of Officer’s Certificate Exhibit 5.1(i) Form of Solvency Certificate Exhibit 7.2(a) Form of Officer’s Compliance Certificate Exhibit 7.10 Form of Joinder Agreement LOAN AGREEMENT THIS LOAN AGREEMENT, effective as of May 9, 2013 (as amended, modified, restated or supplemented from time to time, the "Loan Agreement"), is by and among NATIONAL INSTRUMENTS CORPORATION, a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREEDelaware corporation (the "Borrower"), INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____]the Guarantors (as hereinafter defined) and XXXXX FARGO BANK, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. XxxxxxNATIONAL ASSOCIATION (the "Lender").

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service services of process and waiver of jury trial provisions set forth in Section 11.10 Sections 10.14 and 10.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREE[Signature pages to follow] XXXXX’X, INC. FIRST THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREE, INC., a North Carolina corporation By:/s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTOR: E-CONOLIGHT LLC, a Delaware limited liability company By:/s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent N.A. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Citibank, N.A.____________], as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________]___________ Name: Title: Xxxxx Xxxxxxx AVP XXXXX’X, as a Lender INC. THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FIFTH THIRD BANK, NATIONAL ASSOCIATION By: /s/ Xxxx X Xxxxxx ___________________________________ Name: Xxxx XxXxxxxx Title: Director XXXXX’X, INC. THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT BANK OF THE WEST By: ___________________________________ Name: Xxxxx X. Xxxxxx Title: Vice President CREEDirector XXXXX’X, INC. FIRST THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__]MUFG UNION BANK, as a Lender N.A. By: /s/ Xxxxx Xxxxxx Name: R. Xxxxx Xxxxxx Xxxxx Title: Vice President CREEManaging Director XXXXX’X, INC. FIRST THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANKBANK OF AMERICA, N.A.____], as a Lender N.A. By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X X. Xxxxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. XxxxxxPresident

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREE, INC. FIRST FIFTH AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREE, INC., a North Carolina corporation By:/s/ Xxxxxxx By: /s/ Neill X. XxXxxxxx Xxxxxxxx Name: Xxxxxxx Neill X. XxXxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTOR: E-CONOLIGHT LLC, a Delaware limited liability company By:/s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer CREE, INC. FIRST FIFTH AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swingline Lender and as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIRST FIFTH AMENDMENT TO CREDIT AGREEMENT LENDERS: [___CitibankLENDERS BMO Xxxxxx Bank, N.A.____________], in its capacity as a Lender By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Managing Director CREE, INC. FIFTH AMENDMENT LENDERS PNC Bank, National Association, in its capacity as a Lender By: /s/ Xxxxxx X. Xxxxx XX Name: Xxxxxx X. Xxxxx XX Title: Vice President CREE, INC. FIFTH AMENDMENT LENDERS TRUIST BANK, as successor by merger to SunTrust Bank in its capacity as a Lender in its capacity as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President CREE, INC. FIFTH AMENDMENT LENDERS U.S. Bank National Association, in its capacity as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Vice President CREE, INC. FIRST FIFTH AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___]LENDERS Bank of America N.A., in its capacity as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST FIFTH AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________]LENDERS Citibank, as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREEN.A., INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], in its capacity as a Lender By: /s/ Xxxxx Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Managing Director and Vice President CREE, INC. FIRST FIFTH AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANKLENDERS First Horizon Bank, N.A.____], in its capacity as a Lender By: /s/ Xxxxxx X Xxxxx X. Xxxxxxx Name: Xxxxxx X Xxxxx X. Xxxxxxx Title: Senior Vice President ANNEX A Amended Credit Agreement See attached. Conformed CopyConformedcopy through FourthFifth Amendment Dated December 16, 2019March 27, 2020 CREDIT AGREEMENT Dated as of January 9, 2015 among CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____]., as a Lender ByBorrower, CERTAIN OF ITS MATERIAL DOMESTIC SUBSIDIARIES AS MAY BE PARTIES HERETO FROM TIME TO TIME, as Guarantors, THE LENDERS IDENTIFIED HEREIN, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent BMO XXXXXX BANK N.A, PNC BANK, NATIONAL ASSOCIATION, SUNTRUST BANKTRUIST BANK (as successor by merger to SunTrust Bank) and U.S. BANK NATIONAL ASSOCIATION as Co-Syndication Agents ARRANGED BY: /s/ Xxxx X. Xxxxxx NameXXXXX FARGO SECURITIES, LLC, BMO CAPITAL MARKETS CORP., PNC CAPITAL MARKETS LLC, SUNTRUST XXXXXXXX XXXXXXXX, INC. and U.S. BANCORP INVESTMENTS, INC. as Joint Lead Arrangers and XXXXX FARGO SECURITIES, LLC as Sole Book Manager Prepared by: Xxxx X. XxxxxxTABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 2730

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREE, INC. FIRST SECOND AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREE, INC., a North Carolina corporation By:/s/ By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORGUARANTORS: E-CONOLIGHT LLC, a Delaware limited liability company By:/s/ By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Financial Officer CREE, INC. FIRST SECOND AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swingline Lender and as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIRST SECOND AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A., in its capacity as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. SECOND AMENDMENT LENDERS: BMO Xxxxxx Bank, N.A., in its capacity as a Lender By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Managing Director CREE, INC. SECOND AMENDMENT LENDERS: Citibank, N.A.____________], in its capacity as a Lender By: /s/ X. Xxxxxxx Name: X. Xxxxxxx Title: Vice President CREE, INC. SECOND AMENDMENT LENDERS: First Tennessee Bank National Association in its capacity as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President CREE, INC. SECOND AMENDMENT LENDERS: JPMorgan Chase Bank, N.A., in its capacity as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Executive Director CREE, INC. FIRST SECOND AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___]PNC Bank, N.A. in its capacity as a Lender By: /s/ Xxxxxxxx Xxxx X. Xxxxxxx Name: Xxxxxxxx Xxxx X. Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST SECOND AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust SUNTRUST Bank____________], in its capacity as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. X Xxxxxx Title: Vice President CREE, INC. FIRST SECOND AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__]U.S. Bank National Association, in its capacity as a Lender By: /s/ Xxxxx Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. XxxxxxPresident

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 Sections 9.13 and 9.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREE77 BORROWERS: VOXX INTERNATIONAL CORPORATION, INC. FIRST AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF a Delaware corporation, as the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWERCompany By: CREE/s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Senior Vice President VOXX ACCESSORIES CORP., a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICS, INC., a North Carolina corporation By:/s/ Delaware corporation, as a Borrower By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX ATLANTA CORP., a Georgia corporation, as a Borrower By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxx Name: Xxxxxxx X. XxXxxxxx Xxxxxx Title: Executive Vice President and CODE SYSTEMS, INC., a Delaware corporation, as a Borrower By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer GUARANTORAmended and Restated Credit Agreement GUARANTORS: E-CONOLIGHT ELECTRONICS TRADEMARK HOLDING COMPANY, LLC, a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary TECHNUITY, INC., an Indiana corporation By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC, a Delaware limited liability company By:/s/ By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. XxXxxxxx Xxxxxx Name: Xxxxxxx X. XxXxxxxx Xxxxxx Title: Executive Vice President/Secretary KD SALES, LLC, an Indiana limited liability company By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Operating Officer Amended and Restated Credit Agreement AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary AUDIOVOX LATIN AMERICA LTD., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX INTERNATIONAL CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX COMMUNICATIONS CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Treasurer AUDIOVOX GERMAN CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Secretary/Treasurer Amended and Restated Credit Agreement CAR COMMUNICATION HOLDING GMBH,a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION GMBH, a Gesellschaft mit beschränkter Haftung under the laws of the Federal Republic of Germany By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director HIRSCHMANN CAR COMMUNICATION KFT., a limited liability corporation (Korlátolt Felelõsségû Társaság) organized under the laws of Hungary By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director AUDIOVOX VENEZUELA C.A., a company organized under the laws of Venezuela By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX MEXICO, S DE RL DE CV, a company organizad under the laws of Mexico By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Board of Managers KLIPSCH GROUP EUROPE, B.V., a private company with limited liability with its corporate seat in Leiden, the Netherlands By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: Chief Financial Operating Officer CREEAmended and Restated Credit Agreement AUDIO PRODUCTS INTERNATIONAL CORP., INC. FIRST AMENDMENT TO CREDIT AGREEMENT a corporation formed under the laws of Province of Ontario By: /s/ T. Xxxx Xxxxxx Name: T. Xxxx Xxxxxx Title: President AUDIOVOX CANADA LIMITED, a corporation formed under the laws of Province of Ontario By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX ADVANCED ACCESSORIES GROUP LLC, a Delaware limited liability company By: /s/ :Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President/Secretary/Treasurer Amended and Restated Credit Agreement ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxxx Xxxxxxx Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT Amended and Restated Credit Agreement LENDERS: [Fifth Third Bank, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President HSBC Bank USA, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Citibank, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President RBS Citizens, N.A., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President People's United Bank, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Assistant Vice President Amended and Restated Credit Agreement Sovereign Bank, N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Senior Vice President Capital One, National Association, as a Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President Amended and Restated Credit Agreement Exhibit 8.10 Form of Consent to Sale of Receivables (See Attached) XXXXX FARGO BANK, NATIONAL ASSOCIATION Supply Chain Finance Group 0xx Xxxxx, Xxxx Xxxx 00000-000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 ___Citibank________, N.A.2013 Xxxxx Fargo Bank, N.A. ____________], as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___HSBC Bank USA, National Association_____], as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___PNC Bank, National Association_____], as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___SunTrust Bank_ ____________], as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, N.A._ ____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____]_____ Re: Consent to Sale of Receivables Ladies and Gentlemen: Xxxxx Fargo Bank, National Association, a national banking association, through its Supply Chain Finance Group (together with its successors and assigns, "SCFG") has been advised that Voxx International Corporation, a Delaware corporation (together with its successors and assigns, "Seller") has entered into financing arrangements with Xxxxx Fargo Bank, N.A. (together with its successors and assigns “Agent”) and a syndicate of lenders (“Lenders”). Under such arrangements Agent, for the benefit of itself, the Lenders and certain other secured parties, has a security interest in the inventory, receivables and other related assets of Seller. Seller may from time to time offer to sell accounts and related assets (as defined on Exhibit A, the "Purchased Assets") to SCFG arising from sales of goods or services by Seller to Wal-Mart Stores, Inc. , a Delaware corporation, and Sam’s West, Inc., an Arkansas Corporation and such of its subsidiaries and affiliates as SCFG may in writing identify to Seller as a Lender Buyer from time to time (together with its successors and assigns, "Buyer") and SCFG may from time to time purchase such accounts and related assets offered to it by Seller. The Purchased Assets are to be purchased by SCFG pursuant to that certain Receivables Purchase Agreement (the “Receivables Purchase Agreement”) dated ______________, 2013, free and clear of any security interests, liens, charges, claims, pledges or other encumbrances (any of the same being referred to as a “Lien”). Agent hereby consents to the sale of the Purchased Assets by Seller to SCFG pursuant to the Receivables Purchase Agreement and agrees that such sale shall not be in violation of the agreements of Seller with Agent or give rise to any default under such agreements. Effective upon the payment to Agent by SCFG of the purchase price for any Purchased Assets in accordance with the payment instructions set forth in the immediately following paragraph, Agent releases, automatically and without any further action, all Liens and any other interest or claim of Agent in or to such Purchased Assets. Nothing contained in this paragraph shall be deemed to constitute a release by Agent of its Liens on the proceeds received by Seller from or on behalf of SCFG for the sale of the Purchased Assets pursuant to the Receivables Purchase Agreement or any Liens Agent may have in any accounts or other assets that are not transferred to SCFG or that are required to be repurchased by Seller at any time. Seller hereby directs SCFG to pay all amounts to which Seller is entitled under the terms of the Receivables Purchase Agreement between SCFG and Seller to the deposit account set forth on Exhibit B hereto. Such instructions shall be irrevocable and shall remain in effect until Agent (or Seller with the written approval of Agent) has notified SCFG in writing that such deposit account has been changed or Agent has notified SCFG in writing that the obligations under the financing arrangements between Seller and Agent have been paid in full in cash and all commitments of Agent to extend credit have been terminated. Seller hereby irrevocably authorizes SCFG to follow such payment directions of Agent without making any inquiry as to the authority of Agent to give any such payment directions and SCFG shall have no liability whatsoever for following any such payment directions. Agent’s employees responsible for administration of Seller’s credit facility shall be permitted to access the SCFG internet platform to confirm the name of the Buyer and the amount of the Purchased Assets. Agent shall safeguard and keep confidential, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, access to the SCFG platform and all information derived from the SCFG platform. Seller hereby irrevocably authorizes each of Agent and SCFG at all times to share with each other all information in their possession from time to time concerning any of the Receivables Purchase Agreement and the credit facility with Agent, and Seller, its financial condition and business prospects, and the accounts of Seller. Agent authorizes and agrees that SCFG may file UCC amendments in the form attached to this agreement as Exhibit C to evidence the release and termination of the Liens of Agent as provided for above in any Purchased Assets and that the foregoing shall constitute the irrevocable authorization and direction for such filings. Upon SCFG’s request, at Seller’s expense, Agent will execute and deliver any other documents or instruments that may be reasonably requested by SCFG in order to evidence the release provided above. This agreement shall become effective on the date set forth above upon its execution by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors and assigns. The successors and assigns for Seller shall include a debtor-in-possession or trustee of such party. This agreement shall be applicable both before and after the filing of any petition by or against Seller under the U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof and its validity, interpretation and enforcement shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. Each party hereto irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York in New York County and the United States District Court for the Southern District of New York and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this agreement. This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. In making proof of this agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT. Very truly yours, XXXXX FARGO BANK, NATIONAL ASSOCIATION Supply Chain Finance Group By: /s/ Xxxx X. Xxxxxx ____________________________ Name: Xxxx X. XxxxxxTitle: Agreed and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCATION__________________________ By: ____________________________ Name: Title: Voxx International Corporation By: ____________________________ Name: Title: EXHIBIT A TO CONSENT TO SALE OF RECEIVABLES Definition

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.10 11.08 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREEEach of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWER: EPIQ SYSTEMS, INC., as the Borrower By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance GUARANTORS: EPIQ SYSTEMS ACQUISITION, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ BANKRUPTCY SOLUTIONS, LLC, as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance HILSOFT, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ SYSTEMS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written. BORROWER: CREEEPIQ EDISCOVERY SOLUTIONS, INC., as a North Carolina corporation By:/s/ Xxxxxxx Guarantor By: /s/ Xxxx X. XxXxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxx X. XxXxxxxx Xxxxxxxxx Title: Executive Senior Vice President and Chief Financial Officer GUARANTORFinance ENCORE LEGAL SOLUTIONS, INC., as a Guarantor By: E-CONOLIGHT /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance DE NOVO LEGAL, LLC, as a Delaware limited liability company By:/s/ Xxxxxxx Guarantor By: /s/ Xxxx X. XxXxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxx X. XxXxxxxx Xxxxxxxxx Title: Executive Senior Vice President and Chief Financial Officer CREEFinance EPIQ SYSTEMS HOLDINGS, LLC, as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ TECHNOLOGY, LLC, as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance EPIQ SYSTEMS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, a Lender, Swing Line Lender and as Administrative Agent LC Issuer By: /s/ Xxxxxxx Xxxxxxx Xxxxx X. Wild Name: Xxxxxxx Xxxxxxx Xxxxx X. Wild Title: Senior Vice President CREEEPIQ SYSTEMS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERSLENDER: [___CitibankAMMC CLO IX, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President LENDER: AMMC CLO X, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxxxx X. Eng Name: Xxxxxxx X. Eng Title: Senior Vice President LENDER: AMMC CLO XI, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxxxx X. Eng Name: Xxxxxxx X. Eng Title: Senior Vice President LENDER: AMMC CLO XII, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxxxx X. Eng Name: Xxxxxxx X. Eng Title: Senior Vice President LENDER: AMMC CLO XIII, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President EPIQ SYSTEMS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDER: XXXXXXX XXXXX BANK, N.A.____________], as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President LENDER: General Electric Capital Corporation, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Duly Authorized Signatory LENDER: WhiteHorse VI, Ltd. By: H.I.G. WhiteHOrse Capital, LLC As: Collateral Manager, as a Lender By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Authorized Officer LENDER: Ascension Alpha Fund, LLC, as a Lender By: Pioneer Institutional Asset Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President CREEand Associate General Counsel LENDER: Stichting Pensioenfonds Medische Specialisten, as a Lender By: Pioneer Institutional Asset Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Associate General Counsel EPIQ SYSTEMS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERSLENDER: [___GOLDMAN SACHS BANK USA,___]Stichting Pensioenfonds voor Huisartsen, as a Lender By: Pioneer Institutional Asset Management, Inc. As its adviser By: /s/ Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory CREEVice President and Associate General Counsel LENDER: Met Investors Series Trust - Pioneer Strategic Income Portfolio, as a Lender By: Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Associate General Counsel LENDER: Multi Sector Value Bond Fund, as a Lender By: Pioneer Institutional Asset Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Associate General Counsel LENDER: Pioneer Dynamic Credit Fund, as a Lender By: Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Associate General Counsel Pioneer Floating Rate Fund, LENDER: as a Lender By: Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Associate General Counsel EPIQ SYSTEMS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERSLENDER: [___HSBC Bank USA, National Association_____]Pioneer Floating Rate Trust, as a Lender By: Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxx Xxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERSand Associate General Counsel LENDER: [___PNC Bank, National Association_____]Pioneer Multi-Asset Ultrashort Income Fund, as a Lender By: Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Xxxxxx Title: Senior Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERSand Associate General Counsel LENDER: [___SunTrust Bank____________]ASF1 Loan Funding LLC, as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANKCitibank, N.A.____], as a Lender By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: Vice President CREE, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___Bank of America N.A.____], as a Lender By: /s/ Xxxx X. Xxxxxx Xxxxx Name: Xxxx X. XxxxxxXxxxx Title: Director