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. FIFTH AMENDMENT 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/ Neill X. Xxxxxxxx Name: Neill X. Xxxxxxxx Title: Executive Vice President and Chief Executive Officer CREE, INC. FIFTH AMENDMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swingline Lender and as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIFTH 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. 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: Xxxxx Xxxxxxx Title: Vice President CREE, INC. FIFTH AMENDMENT 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. FIFTH AMENDMENT LENDERS Citibank, N.A., in its capacity as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director and Vice President CREE, INC. FIFTH AMENDMENT LENDERS First Horizon Bank, in its capacity as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: 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., as Borrower, 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: XXXXX 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: TABLE 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. FIFTH SECOND AMENDMENT 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/ Neill Xxxxxxx X. Xxxxxxxx XxXxxxxx Name: Neill Xxxxxxx X. Xxxxxxxx XxXxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS: 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. FIFTH SECOND AMENDMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swingline Lender and as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIFTH SECOND AMENDMENT LENDERS BMO Xxxxxx Bank, N.A., in its capacity as a Lender ByLENDERS: /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: Xxxxx Xxxxxxx Title: Vice President CREE, INC. FIFTH AMENDMENT 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. FIFTH SECOND AMENDMENT LENDERS 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/ Xxxxx X. Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Title: Managing Director and Vice President CREE, INC. FIFTH SECOND AMENDMENT LENDERS LENDERS: First Horizon Bank, Tennessee Bank National Association in its capacity as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: 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.. SECOND AMENDMENT LENDERS: JPMorgan Chase Bank, N.A., in its capacity as Borrower, 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 BYa Lender By: XXXXX FARGO SECURITIES, LLC, BMO CAPITAL MARKETS CORP., PNC CAPITAL MARKETS LLC, SUNTRUST XXXXXXXX XXXXXXXX/s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director CREE, INC. and U.S. BANCORP INVESTMENTSSECOND AMENDMENT LENDERS: PNC Bank, N.A. in its capacity as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President CREE, INC. SECOND AMENDMENT LENDERS: SUNTRUST Bank, in its capacity as Joint Lead Arrangers and XXXXX FARGO SECURITIESa Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X Xxxxxx Title: Vice President CREE, LLC INC. SECOND AMENDMENT LENDERS: U.S. Bank National Association, in its capacity as Sole Book Manager Prepared bya Lender By: TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 2730/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President

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. FIFTH 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/ Neill By:/s/ Xxxxxxx X. Xxxxxxxx XxXxxxxx Name: Neill Xxxxxxx 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. FIFTH FIRST AMENDMENT TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swingline a Lender and as a Lender Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIFTH FIRST AMENDMENT LENDERS BMO Xxxxxx BankTO CREDIT AGREEMENT LENDERS: [___Citibank, 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 Xxxxxxx 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: Xxxxx Xxxxxxx Title: Vice President CREE, INC. FIFTH FIRST AMENDMENT LENDERS Bank of America N.A.TO CREDIT AGREEMENT LENDERS: [___GOLDMAN SACHS BANK USA,___], in its capacity as a Lender By: /s/ Xxxxxx 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: Xxxxxx Xxxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIFTH FIRST AMENDMENT LENDERS CitibankTO CREDIT AGREEMENT LENDERS: [___SunTrust Bank____________], N.A.as a Lender By: /s/ Xxxx X Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President CREE, in its capacity INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS: [___U.S BANK NATIONAL ASSOCIATION__], as a Lender By: /s/ Xxxxx X. Xxxxx Xxxxxx Name: Xxxxx X. Xxxxx Xxxxxx Title: Managing Director and Vice President CREE, INC. FIFTH FIRST AMENDMENT LENDERS First Horizon BankTO CREDIT AGREEMENT LENDERS: [___JPMORGAN CHASE BANK, in its capacity N.A.____], as a Lender By: /s/ Xxxxx X. Xxxxxx X Xxxxxxx Name: Xxxxx X. Xxxxxx 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 Borrower, 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 BYa Lender By: XXXXX 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/s/ Xxxx X. Xxxxxx Name: TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 2730Xxxx 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. FIFTH SECOND AMENDMENT 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/ Neill Xxxxxxx X. Xxxxxxxx Xxxxxxx Name: Neill Xxxxxxx X. Xxxxxxxx Xxxxxxx Title: Executive Senior Vice President and Chief Executive Financial Officer CREEJAPANESE BORROWER CHECKPOINT MANUFACTURING JAPAN CO. AND FOREIGN GUARANTOR: 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/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: 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 Secretary 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. FIFTH SECOND AMENDMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swingline a Lender and as a Lender Administrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIFTH AMENDMENT LENDERS BMO Xxxxxx Bank, N.A., in its capacity as a Lender By: /s/ Xxxxxxx Xxxx Xxx Name: Xxxxxxx Xxxx Xxx Title: Managing Director CREE, INCDMSLIBR EXHIBIT A FORM OF LENDER CONSENT See Attached. 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: Xxxxx Xxxxxxx Title: Vice President CREE, INC. FIFTH AMENDMENT 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. FIFTH AMENDMENT LENDERS Citibank, N.A., in its capacity as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director and Vice President CREE, INC. FIFTH AMENDMENT LENDERS First Horizon Bank, in its capacity as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: 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., as Borrower, 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 Co18881418-Syndication Agents ARRANGED BY: XXXXX 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: TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 273017

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. FIFTH 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/ Neill X. Xxxxxxxx Name: Neill X. Xxxxxxxx Title: Executive Vice President and Chief Executive Officer CREE, INC. FIFTH AMENDMENT ADMINISTRATIVE AGENT: XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swingline Lender and as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIFTH 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. 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: Xxxxx Xxxxxxx Title: Vice President CREE, INC. FIFTH AMENDMENT 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. FIFTH AMENDMENT LENDERS Citibank, N.A., in its capacity as a Lender By: /s/ Xxxxx X. Xxxxx Xxxxxxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxxxxxx Title: Managing Director and Vice President CREECFO GUARANTORS: EAST PARK ACQUISITION, INC. FIFTH AMENDMENT LENDERS First Horizon BankLLC, in its capacity as a Lender New Jersey limited liability company By: /s/ Xxxxx X. Xxxxxxx Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxx Xxxxxxxxxxx Title: Senior Vice President ANNEX A Amended Credit Agreement See attachedCFO 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. Conformed CopyConformedcopy through FourthFifth Amendment Dated December 16, 2019March 27, 2020 AMENDMENT TO CREDIT AGREEMENT Dated as of January 9, 2015 among CREE, INC., as Borrower, CERTAIN OF ITS MATERIAL DOMESTIC SUBSIDIARIES AS MAY BE PARTIES HERETO FROM TIME TO TIME, as Guarantors, THE LENDERS IDENTIFIED HEREIN, and XXXXX FARGO ADMINISTRATIVE AGENT: WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent BMO XXXXXX BANK N.Aon behalf of the Required Lenders By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Vice President EXHIBIT A [FORM OF] CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT This Consent is given pursuant to the Credit Agreement, PNC 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, SUNTRUST BANKTRUIST BANK 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 successor by merger to SunTrust Bank) and U.S. BANK NATIONAL ASSOCIATION an original. A duly authorized officer of the undersigned has executed this Consent as Co-Syndication Agents ARRANGED BYof the ___ day of February, 2008. , as a Lender By: XXXXX 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 byName: TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 2730Title:

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. FIFTH NATIONAL INSTRUMENTS CORPORATION AMENDMENT TO 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/ Neill Xxxxx X. Xxxxxxxx Xxxx Name: Neill Xxxxx X. Xxxxxxxx Xxxx Title: Executive Vice President and Chief Executive Officer CREE, INC. FIFTH Treasurer NATIONAL INSTRUMENTS CORPORATION AMENDMENT ADMINISTRATIVE AGENTTO LOAN AGREEMENT LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swingline Lender and as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIFTH 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. 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: Xxxxx Xxxxxxx Title: Vice President CREE, INC. FIFTH AMENDMENT 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. FIFTH AMENDMENT LENDERS Citibank, N.A., in its capacity as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director and Vice President CREE, INC. FIFTH AMENDMENT LENDERS First Horizon Bank, in its capacity as a Lender By: /s/ Xxxxx Xxxx X. Xxxxxxx Name: Xxxxx Xxxx X. Xxxxxxx Title: Senior Vice President ANNEX A Amended Credit Agreement See attached. Conformed CopyConformedcopy through FourthFifth Amendment Dated December 16CONFORMED THROUGH THAT CERTAIN SECONDTHIRD AMENDMENT TO CREDIT AGREEMENT DATED AS OF APRIL 2716, 2019March 27, 2020 2018. 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 AND AMENDMENTS2020. LOAN AGREEMENT Dated as of January May 9, 2015 2013 among CREENATIONAL INSTRUMENTS CORPORATION, INC., as a Delaware corporation (the "Borrower, CERTAIN OF ITS MATERIAL DOMESTIC SUBSIDIARIES AS MAY BE PARTIES HERETO ") THE GUARANTORS FROM TIME TO TIME, as TIME PARTY HERETO (the "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 ASSOCIATION (as successor by merger to SunTrust Bankthe "Lender") and U.S. BANK NATIONAL ASSOCIATION as Co-Syndication Agents ARRANGED BY: XXXXX 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: TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 273020 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 Delaware corporation (the "Borrower"), the Guarantors (as hereinafter defined) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (the "Lender").

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. FIFTH AMENDMENT 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 as the Borrower By: /s/ Neill X. Xxxxxxxx Xxxxx-Xxxxx Xxxx Xxxx Fat Name: Neill X. Xxxxxxxx Xxxxx-Xxxxx Xxxx Xxxx Fat Title: Executive Vice President and Chief Financial Officer GUARANTORS: EPIQ SYSTEMS ACQUISITION, 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 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. FIFTH 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, in its capacity as Administrative Agent, Issuing Lender, Swingline Lender Agent and as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President CREE, INC. FIFTH 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. 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: Xxxxx Xxxxxxx Title: Vice President CREE, INC. FIFTH AMENDMENT 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. FIFTH AMENDMENT LENDERS Citibank, N.A., in its capacity as a the Incremental Term Lender By: /s/ Xxxxx X. Xxxxx Wild Name: Xxxxx X. Xxxxx Title: Managing Director and Vice President CREE, INC. FIFTH AMENDMENT LENDERS First Horizon Bank, in its capacity as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Wild 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 CREEEPIQ SYSTEMS, INC., as Borrower, 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: XXXXX 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: TABLE 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 11.08 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis. CREE, INC. FIFTH AMENDMENT 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 as the Borrower By: /s/ Neill Xxxx X. Xxxxxxxx Xxxxxxxxx Name: Neill Xxxx X. Xxxxxxxx Xxxxxxxxx Title: Executive Senior Vice President and Chief Executive Officer CREEFinance 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. FIFTH FIRST AMENDMENT TO CREDIT AGREEMENT EPIQ EDISCOVERY SOLUTIONS, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance ENCORE LEGAL SOLUTIONS, INC., as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance DE NOVO LEGAL, LLC, as a Guarantor By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President Finance 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, in its capacity as Administrative Agent, Issuing a Lender, Swingline Swing Line Lender and LC Issuer By: /s/ Xxxxx X. Wild Name: Xxxxx X. Wild Title: Senior Vice President EPIQ SYSTEMS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT LENDER: AMMC CLO IX, LIMITED, as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxxxx Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx X. Xxxxx Title: Senior Vice President CREELENDER: AMMC CLO X, INC. FIFTH AMENDMENT LENDERS BMO Xxxxxx BankLIMITED, N.A., in its capacity as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxxxx Xxx X. Eng Name: Xxxxxxx Xxx X. Eng Title: Managing Director CREESenior Vice President LENDER: AMMC CLO XI, INC. FIFTH AMENDMENT LENDERS PNC BankLIMITED, National Association, in its capacity as a Lender By: American Money Management Corp., as Collateral Manager By: /s/ Xxxxxx Xxxxxxx X. Xxxxx XX Eng Name: Xxxxxx Xxxxxxx X. Xxxxx XX Eng Title: Senior Vice President CREELENDER: AMMC CLO XII, INC. FIFTH AMENDMENT LENDERS TRUIST BANKLIMITED, as successor by merger to SunTrust Bank in its capacity as a Lender in its capacity 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 Xxxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxxx X. Xxxxx Title: Senior Vice President CREEEPIQ SYSTEMS, INC. FIFTH FIRST AMENDMENT LENDERS U.S. Bank National AssociationTO CREDIT AGREEMENT LENDER: XXXXXXX XXXXX BANK, in its capacity N.A., as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President CREE, INC. FIFTH AMENDMENT 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 CREELENDER: General Electric Capital Corporation, INC. FIFTH AMENDMENT LENDERS Citibank, N.A., in its capacity as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director and Vice President CREE, INC. FIFTH AMENDMENT LENDERS First Horizon Bank, in its capacity as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President ANNEX A Amended Credit Agreement See attached. Conformed CopyConformedcopy through FourthFifth Amendment Dated December 16Duly Authorized Signatory LENDER: WhiteHorse VI, 2019March 27Ltd. By: H.I.G. WhiteHOrse Capital, 2020 CREDIT AGREEMENT Dated as of January 9, 2015 among CREE, INC.LLC As: Collateral Manager, as Borrower, 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 BYa Lender By: XXXXX FARGO SECURITIES/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Officer LENDER: Ascension Alpha Fund, LLC, BMO CAPITAL MARKETS CORP.as a Lender By: Pioneer Institutional Asset Management, PNC CAPITAL MARKETS LLCInc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Associate General Counsel LENDER: Stichting Pensioenfonds Medische Specialisten, SUNTRUST XXXXXXXX XXXXXXXXas 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 LENDER: Stichting Pensioenfonds voor Huisartsen, as a Lender By: Pioneer Institutional Asset Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and U.S. BANCORP INVESTMENTSAssociate 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 LENDER: Pioneer Floating Rate Trust, as Joint Lead Arrangers a Lender By: Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and XXXXX FARGO SECURITIESAssociate General Counsel LENDER: Pioneer Multi-Asset Ultrashort Income Fund, LLC as Sole Book Manager Prepared bya Lender By: TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 2730Pioneer Investment Management, Inc. As its adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President and Associate General Counsel LENDER: ASF1 Loan Funding LLC, as a Lender By: Citibank, N.A., By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director

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. FIFTH 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/ Neill X. Xxxxxxxx Xxx Xxxxx Name: Neill X. Xxxxxxxx Xxx Xxxxx Title: Executive Senior Vice President and Chief Executive Officer CREESMART MODULAR TECHNOLOGIES, INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Senior Vice President and Chief Executive Officer SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT ACKNOWLEDGED AND AGREED TO: 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 AMENDMENT ADMINISTRATIVE AGENT: XXXXX FARGO THIRD BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent, Issuing Lender, Swingline Lender and as a Lender By: /s/ Xxxxxxx Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxx Xxxxx Title: Senior Vice President CREEAssociate SMART GLOBAL HOLDINGS, INC. FIFTH FIRST AMENDMENT LENDERS BMO Xxxxxx BankTO CREDIT AGREEMENT SANTANDER 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 Xxxxxx Name: Xxxxx Xxxxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CREESMART GLOBAL HOLDINGS, INC. FIFTH FIRST AMENDMENT LENDERS U.S. Bank National AssociationTO CREDIT AGREEMENT BANK OF THE WEST, in its capacity as a Lender By: /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Vice President CREEDirector SMART GLOBAL HOLDINGS, INC. FIFTH FIRST AMENDMENT LENDERS Bank of America N.A.TO CREDIT AGREEMENT CITY NATIONAL BANK, in its capacity as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President CREE, INC. FIFTH AMENDMENT LENDERS Citibank, N.A., in its capacity as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director and Senior Vice President CREESMART GLOBAL HOLDINGS, INC. FIFTH FIRST AMENDMENT LENDERS First Horizon 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, in its capacity 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. 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: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President ANNEX A Amended Credit Agreement See attachedSMART GLOBAL HOLDINGS, INC. Conformed CopyConformedcopy through FourthFifth Amendment Dated December 16, 2019March 27, 2020 FIRST AMENDMENT TO CREDIT AGREEMENT Dated Capital One, National Association, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Duly Authorized Signatory SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT Cadence Bank, as a Lender By: /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 of January 9East Asia, 2015 among CREELimited, New York Branch, as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: SVP By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: SVP SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT HSBC Bank USA, N.A., as a Lender By: /s/ Xxxxxx X’Xxxxxx Name: Xxxxxx X’Xxxxxx Title: Vice President, Global Relationship Manager SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President SMART GLOBAL HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT Comerica Bank, 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 Xxxxxx 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 Borrower, 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 BYa Lender By: XXXXX FARGO SECURITIES, LLC, BMO CAPITAL MARKETS CORP., PNC CAPITAL MARKETS LLC, SUNTRUST XXXXXXXX XXXXXXXX/s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory SMART GLOBAL HOLDINGS, INC. and U.S. BANCORP INVESTMENTSFIRST 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 Joint Lead Arrangers and XXXXX FARGO SECURITIES, LLC as Sole Book Manager Prepared bya Lender By: TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Definitions. 1 1.2 Computation of Time Periods. 2730/s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx