Common use of Final Agreement Clause in Contracts

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx Witness

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. Borrower: Bank: Transcend Services, intending to create an instrument executed under seal. Inc. Bank of America, N.A. By: By /s/ Xxxxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxx (Seal) By /s/ Xxxxx Xxxx Xxxxx X. XxxxxxxXxxxxx, Chief Executive Officer Xxxxx Xxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Subordination Agreement Bank of America, N.A. (hereinafter called Bank) 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxx, Chief Administrative Officer /s/ XX 00000 January 31, 2005 Gentlemen: The undersigned, Xxxxx Xxxxxxxx WitnessXxXxxxxx, (hereinafter referred to as “Creditor”) is a creditor of Transcend Services, Inc., a Delaware Corporation (hereinafter referred to as “Borrower”) and desires that Bank of America, N.A., a national banking association (hereinafter referred to as “Bank”) continue to extend or extend such financial accommodations to Borrower as Borrower may request and as Bank may deem proper. At the present time Borrower is indebted to Creditor in the principal sum of $3,500,000.00 plus accrued interest, if any, thereon. For the purpose of inducing Bank to grant, continue or renew such financial accommodations, and in consideration thereof, Creditor agrees as follows:

Final Agreement. BY SIGNING THIS DOCUMENT DOCUMENT, EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (CB) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (DC) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of AmericaBANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx /s/Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxx, Xxxx Title: Senior Vice President BORROWER(S): Wayfair LLC Acknowledged and Agreed: Middlesex Water Company By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx/s/A. Xxxxx X’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, Chief Administrative Officer /s/ VP, Treasurer and CFO Tidewater Utilities, Inc. By: /s/A. Xxxxx Xxxxxxxx WitnessX’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, Treasurer White Xxxxx Environmental Systems, Inc. By: /s/A. Xxxxx X’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, Treasurer Pinelands Water Company By: /s/A. Xxxxx X’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, VP & Treasurer Pinelands Wastewater Company By: /s/A. Xxxxx X’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, VP & Treasurer Utility Service Affiliates, Inc. By: /s/A. Xxxxx X’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, Treasurer Utility Service Affiliates (Perth Amboy) Inc. By: /s/A. Xxxxx X’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, VP & Treasurer Tidewater Environmental Services, Inc. By: /s/A. Xxxxx X’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, Treasurer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. [Signatures on next page.] The parties executed this Amendment Agreement as of the date stated at the beginning of this AmendmentMarch 28, 2008, intending to create an instrument executed under seal. Bank of America, N.A. GSE Systems, Inc. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxx Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxxx Xxxxx (Seal) Xxxxxxx Xxxxx Chief Financial Officer GSE Power Systems, Inc. By: /s/ Xxxxxxx Xxxxx (Seal) Xxxxxxx Xxxxx Chief Financial Officer Address where notices to the Bank are to be sent: Address where notices to the Borrower are to be sent: 000 Xxxxx Xxxxxxx Xxxxxx, 2nd Floor Baltimore, Maryland 21201 Facsimile: 0000 Xxxxxxxxxx Xxxx, Suite 200 Baltimore, Maryland 21244 Telephone: Facsimile: GSE Systems, Inc. and GSE Power Systems, Inc. Chief Administrative Officer /s/ executive office: 0000 Xxxxxxxxxx Xx., Suite 200 Baltimore, MD 21244 GSE Systems, Inc. and GSE Power Systems, Inc. State of incorporation or organization: Delaware Exhibit A Intellectual Property TRADEMARKS Trademark Registration Number Owner Registration D/3 2,436,421 GSE Systems, Inc. D/3 Manager Stylized 2,803,881 GSE Systems, Inc. ESMART 2,784,856 GSE Systems, Inc. Facets GSE Systems 2,4 72,790 GSE Systems, Inc. Services & Support & Design GAARDS 2,789,627 GSE Systems, Inc. GSE Systems 2,220,635 GSE Systems, Inc. GSE Systems 2,124,458 GSE Systems, Inc. GSE Systems & Designs 2,145,529 GSE Systems, Inc. SABL 2,438,096 GSE Systems, Inc. Simsuite Pro 2,777,658 GSE Systems, Inc. Smarttutor 2,776,533 GSE Systems, Inc. Strata 2,472,791 GSE Systems, Inc. Totalvision 2,430,921 GSE Systems, Inc. Remits-Real-Time 3,182,498 GSE Systems, Inc. Emergency management Interactive Training System Opensim 2,723,506 GSE Power Systems, Inc. Retact 1,671,660 GSE Power Systems, Inc. Thor 2,709,265 GSE Power Systems, Inc. Openexec 3,195,315 GSE Power Systems, Inc. Simexec 3,216,973 GSE Power Systems, Inc. PATENTS Patent Title Patent Number Owner Name Inventor Name Real Time Analysis 5,225,147 General Physics International Xxx, Xxxx X.; Xxx, Xxxxx Xxxxxxxx WitnessOf Light Water Core Engineering & Simulation, Inc. Neutronics Real-Time Analysis 5,619,433 General Physics International Wang, Guan-Hwa; Of Power Plant Engineering & Simulation, Inc Zen-Xxx; Xxxx, Thennohydraulic Phenomena Horngshyang Computer Implemented 5,726,914 GSE Systems, Inc. Xxxxxxxx, Xxxxxx; Process And Computer Xxxxxx, Xxxxxx X.; Architecture For Xxxxxxx; Xxxxx X.; Perfonnance Analysis Xxxx, Xxxxx X.; Xxxxx, Xxxxxx X. System And A Method 4,568,288 The Singer Company Xxxxxxxx, Xxxxxxx X.

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AGREEMENT EMBODIES THE ENTIRE AGREEMENT AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS UNDERSTANDING BETWEEN THE ANAL AGREEMENT PARTIES HERETO AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOFHEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, UNLESS SUCH COMMITMENT LETTER, TERM SHEET CONTEMPORANEOUS OR OTHER WRITTEN OUTLINE SUBSEQUENT ORAL AGREEMENTS OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment 118 Executed and delivered as of the date stated at the beginning of this Amendmentand year first above written. ADMINISTRATIVE AGENT: NationsBank, intending to create an instrument executed under seal. Bank of AmericaN.A., N.A. a national banking association By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, ------------------------------- Name: Denixx Xxxxx Title: Senior Vice President BORROWER(S): Wayfair LLC EXCO: EXCO RESOURCES, INC. By: /s/ Xxxxxxxx ------------------------------- Name: ----------------------------- Title: ---------------------------- Address for Notice: 5735 Xxxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Dougxxx X. Xxxxxx Xxxxxxxx Fax No.: (214) 000-0000 Venus hereby acknowledges and consents to the terms of this Agreement as set forth above and hereby agrees to observe each and every provision of this Agreement applicable to it. VENUS EXPLORATION, INC. By: ------------------------------- Name: ----------------------------- Title: ---------------------------- Address: Venus Exploration, Inc. 1250 X.X. Xxxx 000, Xxxxx 0000 Xxx Xxxxxxx, Xxxxx 00000 Attn: Eugexx X. XxxxxxXxxx, Chief Xx. 119 EXHIBIT F REQUEST FOR BORROWING Reference is made to that certain Credit Agreement dated as of June 30, 1999 (as from time to time amended, the "Agreement"), among EXUS Energy, LLC ("Borrower"), NationsBank, N.A., as Administrative Agent ("Administrative Agent"), and the financial institutions listed on Schedule 1 thereto, as Banks ("Banks"). Terms which are defined in the Agreement and which are used but not defined herein are used herein with the meanings given them in the Agreement. Pursuant to the terms of the Agreement, Borrower hereby requests a Borrowing in the amount of $_____________ to be advanced on _____________, ____. Borrower requests that the Borrowing to be made hereunder shall be [A BASE RATE BORROWING] [A EURODOLLAR BORROWING] and shall have the Interest Periods all as set forth below: Type of Borrowing Aggregate Amount Interest Period ----------------- ---------------- --------------- Borrower and the Authorized Officer /s/ Xxxxx Xxxxxxxx Witnessof Borrower signing this instrument hereby certify that:

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment Agreement as of the date stated at the beginning of this AmendmentApril 10, 2007, intending to create an instrument executed under sealbe legally bound. Bank of AmericaBANK OF AMERICA, N.A. By:/s/ XXXXXXX X. XXXXXXXXX Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President Address for Notices: CT2-515-02-12 00 Xxxxxxxxx Xxxx Road Farmington, CT 06032 Farmington - Attn: Notice Desk Facsimile: (000) 000-0000 Attested to: WPCS INTERNATIONAL INCORPORATED, a Delaware corporation /s/ XXXXXXX X. XXXXXXXXX By: /s/ Xxxxxxxxxxx XXXXXX X. Xxxxxxx Xxxxxxxxxxx HEATER Title: Chief Financial Officer [(Seal)] Attested to: XXXXXXXX CONTRACTING GROUP, INC., a California corporation /s/ XXXXXXX X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC XXXXXXXXX By: /s/ Xxxxxxxx XXXXXX X. HEATER Title: Chief Financial Officer [(Seal)] Attested to: HEINZ CORPORATION, a Missouri corporation /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. HEATER Title: Chief Financial Officer [(Seal)] Attested to: NEW ENGLAND COMMUNICATIONS SYSTEMS, INC., a Connecticut corporation /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. HEATER Title: Chief Financial Officer [(Seal)] Attested to: QUALITY COMMUNICATIONS & ALARM COMPANY, INC., a New Jersey corporation /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. HEATER Title: Chief Financial Officer [(Seal)] Attested to: SOUTHEASTERN COMMUNICATION SERVICE, INC., a Florida corporation /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. HEATER Title: Chief Financial Officer [(Seal)] Attested to: XXXXXX COMM, INC., a California corporation /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. HEATER Title: Chief Financial Officer [(Seal)] WPCS’s state of incorporation or organization (if Pledgor is a corporation, partnership, limited liability company or other registered entity): Delaware Mailing Address: One East Uwchlan Avenue Suite 301 Street Address Exton, PA 19341 City State Zip Xxxxxxxx’x state of incorporation or organization (if Pledgor is a corporation, partnership, limited liability company or other registered entity): California Mailing Address (if different from above): Xxxxxx Xxxxxxxx X. Xxxxxxx Xxxx Xxxxx Xxx Xxxxx’s state of incorporation or organization (if Pledgor is a corporation, partnership, limited liability company or other registered entity): Missouri Mailing Address (if different from above): Xxxxxx Xxxxxxx Xxxx Xxxxx Xxx Xxx Xxxxxxx’s state of incorporation or organization (if Pledgor is a corporation, partnership, limited liability company or other registered entity): Connecticut Mailing Address (if different from above): Xxxxxx Xxxxxxx Xxxx Xxxxx Xxx Xxxxxxx’s state of incorporation or organization (if Pledgor is a corporation, partnership, limited liability company or other registered entity): New Jersey Mailing Address (if different from above): Xxxxxx Xxxxxxx Xxxx Xxxxx Xxx Xxxxxxxxxxxx’s state of incorporation or organization (if Pledgor is a corporation, partnership, limited liability company or other registered entity): Florida Mailing Address (if different from above): Xxxxxx Xxxxxxx Xxxx Xxxxx Xxx Xxxxxx’s state of incorporation or organization (if Pledgor is a corporation, Chief Administrative Officer /s/ partnership, limited liability company or other registered entity): California Mailing Address (if different from above): Xxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxxx WitnessXxx

Final Agreement. BY SIGNING THIS DOCUMENT AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER DOCUMENTS CONTAIN THE ENTIRE UNDERSTANDING BETWEEN EACH PARTY REPRESENTS BORROWER, AGENT AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(B) THIS DOCUMENT EACH LENDER AND SUPERSEDES ANY COMMITMENT LETTERALL PRIOR AGREEMENTS AND UNDERSTANDINGS, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO FORCE AND EFFECT UNLESS SUCH COMMITMENT LETTERIN WRITING, TERM SHEET SIGNED BY EACH BORROWER’S, AGENT’S AND EACH LENDER’S RESPECTIVE OFFICERS. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE AMENDMENT OF ANY PRIORPROVISION OF THIS AMENDMENT SHALL BE MADE, CONTEMPORANEOUSEXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE PARTIES HERETO.1 [Remainder of page intentionally blank; signature pages follow.] [PHI Group] First Amendment to Credit Agreement IN WITNESS WHEREOF, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The each of the parties hereto has executed this Amendment as of the date stated at the beginning of this Amendmentfirst above written. BORROWERS: PHI GROUP, intending to create an instrument executed under sealINC. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxxxxxx X. XxxxxxxName: Xxxxx Xxxxxxx Title: CFO PHI CORPORATE, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CFO PHI AVIATION, Chief Administrative Officer LLC By: /s/ Xxxxx Xxxxxxxx WitnessXxxxxxx Name: Xxxxx Xxxxxxx Title: VP PHI HEALTH, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: VP PHI TECH SERVICES, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CFO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT] AM EQUITY HOLDINGS, L.L.C. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CFO PHI HELIPASS, L.L.C. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CFO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT] AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION, as Agent and a Lender By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT] LENDER: TEXAS EXCHANGE BANK, as a Lender By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Credit Officer REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT] EXHIBIT A Amended Credit Agreement See attached. [PHI Group] First Amendment to Credit Agreement EXECUTION VERSION C ONFORMED THROUGH FIRST AMENDMENT REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AMONG PHI GROUP, INC., AND CERTAIN OF ITS SUBSIDIARIES, (BORROWERS), AND PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT), AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (AS LENDERS) WITH PNC CAPITAL MARKETS, LLC (AS LEAD ARRANGER AND BOOKRUNNER) Dated as of October 2, 2020 [PHI Group] Revolving Credit, Term Loan and Security Agreement TABLE OF CONTENTS Page I. DEFINITIONS 1 1.1 Accounting Terms 1 1.2 General Terms 1 1.3 Uniform Commercial Code Terms 5254 1.4 Certain Matters of Construction 55 1.5 LIBOR Notification 5356 II. ADVANCES, PAYMENTS 56 2.1 Revolving Advances 56 2.2 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances 5557 2.3 Term Loan 5759 2.4 Swing Loans 60 2.5 Disbursement of Advance Proceeds 61 2.6 Making and Settlement of Advances 5961 2.7 Maximum Advances 6163 2.8 Xxxxxx and Repayment of Advances 6163 2.9 Repayment of Excess Advances 6264 2.10 Statement of Account 6264 2.11 Letters of Credit 65 2.12 Issuance of Letters of Credit 6365

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Bank: K-Swiss Inc. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. M. Pastor Xxxxxx Xxxxxxxx X. XxxxxxXxxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessVice President & Director Authorized Signer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. BANK OF AMERICA, intending N.A. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President Address where notices to create an instrument executed under sealthe Bank are to be sent: Xxxxxxxxxx-Xxxxxx Xxxx XX0-000-XX-00 00 Xxxxxxxxx Xxxx Road Farmington, CT 06032 Telephone: Facsimile: Address where notices to the Borrower are to be sent: ANNIE’S, INC., a Delaware corporation ANNIE’S, INC. 0000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 Phone: 000-000-0000 Fax: 000-000-0000 By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Executive Officer Address where notices to the Borrower are to be sent: ANNIE’S ENTERPRISES, INC., a Vermont corporation ANNIE’S ENTERPRISES, INC., c/o ANNIE’S, INC. 0000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 Phone: 000-000-0000 Fax: 000-000-0000 By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Executive Officer Address where notices to the Borrower are to be sent: ANNIE’S HOMEGROWN, INC., a Delaware corporation ANNIE’S HOMEGROWN, INC. c/o ANNIE’S, INC. 0000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 Phone: 000-000-0000 Fax: 000-000-0000 By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Executive Officer Address where notices to the Borrower are to be sent: NAPA VALLEY KITCHENS, a California corporation NAPA VALLEY KITCHENS c/o ANNIE’S, INC. By: /s/ Xxxx Xxxxxxx 0000 Xxxxx Xxxxxx Name: Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Title: Chief Executive Officer Phone: 000-000-0000 Fax: 000-000-0000 EXHIBIT A JOINDER AGREEMENT JOINDER AGREEMENT This Joinder Agreement (this “Agreement”), dated as of , 2013, is between Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx(the “Bank”) and ANNIE’S, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxINC., Chief Administrative Officer /s/ Xxxxx Xxxxxxxx Witnessa Delaware corporation, formerly known as Homegrown Naturals, Inc., which is qualified to do business in the State of California as Homegrown Naturals, ANNIE’S ENTERPRISES, INC., a Vermont corporation, which is qualified to do business in the State of California as Annie’s Naturals, ANNIE’S HOMEGROWN, INC., a Delaware corporation, and NAPA VALLEY KITCHENS, a California corporation (the “Existing Borrowers”), and [ ], a Delaware limited liability company (the “Additional Borrower” and together with the Existing Borrowers, individually and collectively, the “Borrower”).

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH 51-727006-new-ldj Continuing or Limited Guaranty - 7 - RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment agreement as of the date stated at the beginning of this AmendmentAugust 19, 2010 intending to create an instrument executed under seal. (Seal) Xxxxx X. Xxxxxx Address for notices to Bank: Charlotte - Attn: Notice Desk NC1-014-13-04 000 Xxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, XX 00000 Facsimile: Address for notices to Guarantor: Xxxxx X. Xxxxxx 000 X Xxxx Xx. Xxxxxxxx, XX 00000-0000 Facsimile: Federal law requires Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx(the “Bank”) to provide the following two notices. The notices are not part of the foregoing agreement or instrument and may not the altered. Please read the notices carefully. These notices apply only to individual Borrowers or Guarantors and individuals who are pledging collateral, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx Witnessgranting a lien on real property or are otherwise obligated to the Bank (Obligors):

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: Authorized Signer BORROWER(S): Resources Connection, Inc. By: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxx Xxxxxx X. XxxxxxxXxxxxx, Senior Executive Vice President BORROWER(S): Wayfair and Chief Financial Officer Resources Connection LLC By: Resources Connection, Inc. By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxx Xxxxxxxx Xxxxxx X. Xxxxxx, Executive Vice President and Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx WitnessRef #: 1000722322 : - Resources Connection, Inc. Amendment to Loan Agreement

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Waiver and Amendment is executed this Amendment as of the date stated at the beginning of this Waiver and Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: By /s/ Kxxxxx Xxxxxxxxxxx X. Xxxxxxx Kxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: American Shared Hospital Services By /s/ Xxxxxxxx Exxxxx X. Xxxxxx Xxxxxxxx Xxxxx, M.D. Exxxxx X. XxxxxxXxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessM.D. Chairman of the Board

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. First Amendment to Loan Agreement The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Senior Vice President BORROWER(S): Wayfair LLC Borrower: Lakeland Industries, Inc., a Delaware corporation By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxxx Xxxxxxx (Seal) Xxxxx Xxxxxxx, Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx WitnessFirst Amendment to Loan Agreement CONSENT AND REAFFIRMATION

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS WRITTEN AGREEMENT (INCLUDING THE EXHIBITS AND AGREES THAT: (ASCHEDULES HERETO), THE NOTE AND THE OTHER LOAN DOCUMENTS CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(A) THIS DOCUMENT REPRESENTS OF THE ANAL TEXAS BUSINESS AND COMMERCE CODE, REPRESENT THE FINAL AND ENTIRE AGREEMENT BETWEEN PARTIES WITH RESPECT TO AND UNDERSTANDING AMONG THE SUBJECT MATTER HEREOF,(B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS BORROWER AND CONDITIONS THE BANK RELATING TO THE SUBJECT MATTER HEREOFHEREOF AND THEREOF, UNLESS SUPERSEDE ALL PRIOR PROPOSALS, AGREEMENTS AND UNDERSTANDINGS RELATING SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS SUBJECT MATTER AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. EXECUTED to be effective as of the date stated at the beginning of this Amendmentday and year first above written PIER 1 IMPORTS, intending to create an instrument executed under seal. Bank of AmericaINC., N.A. a Delaware corporation By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx_________________________ Robert G. Herndon, Senior Executive Vice President BORROWER(S): Wayfair LLC BORROWER PIER 1 IMPORTS (U.S.), INC., a Delaware corporation By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx_________________________ Robert G. Herndon, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessExecutive Vice President PIER 1 ASSETS, INC., a Delaware corporation By: _________________________ Robert G. Herndon, Executive Vice President PIER 1 LICENSING, INC., a Delaware corporation By: _________________________ Robert G. Herndon, Executive Vice President PIER LEASE, INC., a Delaware corporation By: _________________________ Robert G. Herndon, Executive Vice President GUARANTORS

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. Shelter Island Opportunity Fund, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: Shelter Island GP, LLC By /s/ Xxxxxxx Xxxxxx Typed Name: Xxxxxxx Xxxxxx Title: Managing Director EMTA Holdings, Inc. By /s/ Xxxxxx X. Xxxxxxxx Typed Name: Xxxxxx X. Xxxxxxxx Title: CEO EMTA Production Holdings, Inc. By /s/ Xxxxxx X. Xxxxxxxx Typed Name: Xxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessTitle: CEO CONSENT AND REAFFIRMATION

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Bank: Anna’s Linen Company Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Xxxxxxxxxx By: /s/ Xxxxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx X. XxxxxxXxxxxxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessCFO Xxxxxxxxxxx X. Xxxxx, Vice President

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties have executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under sealbe legally bound. Bank of AmericaBANK: BANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Xxxxxx Xxxxxx Xxxxxx Xxxxxx Vice President BORROWER(S): Wayfair LLC BORROWERS: WPCS INTERNATIONAL INCORPORATED By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxx Xxxxxxxx (Seal) Xxxxxx X. XxxxxxXxxxxx Chief Financial Officer WPCS INTERNATIONAL – SARASOTA, INC. By: /s/ Xxxxxx X. Xxxxxx (Seal) Xxxxxx X. Xxxxxx Chief Administrative Financial Officer WPCS INTERNATIONAL – ST. LOUIS, INC. By: /s/ Xxxxx Xxxxxxxx WitnessXxxxxx X. Xxxxxx (Seal) Xxxxxx X. Xxxxxx Chief Financial Officer WPCS INTERNATIONAL – LAKEWOOD, INC. By: /s/ Xxxxxx X. Xxxxxx (Seal) Xxxxxx X. Xxxxxx Chief Financial Officer WPCS INTERNATIONAL – SUISUN CITY, INC. By: /s/ Xxxxxx X. Xxxxxx (Seal) Xxxxxx X. Xxxxxx Chief Financial Officer WPCS INTERNATIONAL – HARTFORD, INC. By: /s/ Xxxxxx X. Xxxxxx (Seal) Xxxxxx X. Xxxxxx Chief Financial Officer WPCS INTERNATIONAL – SEATTLE, INC. By: /s/ Xxxxxx X. Xxxxxx (Seal) Xxxxxx X. Xxxxxx Chief Financial Officer WPCS INTERNATIONAL – TRENTON, INC. By: /s/ Xxxxxx X. Xxxxxx (Seal) Xxxxxx X. Xxxxxx Chief Financial Officer WPCS INTERNATIONAL - PORTLAND, INC. By: /s/ Xxxxxx X. Xxxxxx (Seal) Xxxxxx X. Xxxxxx Chief Financial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Bank: American Shared Hospital Services Bank of America, N.A. By:/s/ Exxxxx X. Xxxxx By: /s/ Xxxxxxxxxxx [ILLEGIBLE] Exxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxM.D., Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessChairman Authorized Signer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF; (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, ; (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, ; AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties [Signatures on following page(s).] This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. RF Industries, Ltd., a Nevada corporation By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Xxx By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxxx Xxx Name: Xxxxxxx Xxx Title: Vice President, XXX Xx Portfolio Officer Name: Xxxxx Xxx Title: Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Xxxxxx Xxxxxxxx Vice President BORROWER(S): Wayfair Ambassadors International, Inc. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, President and Chief Executive Officer Ambassadors Marine Group, LLC By: Ambassadors International, Inc. By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxx Xxxxxxxx X. XxxxxxXxxxxxxxx, President and Chief Administrative Executive Officer Ambassadors, LLC By: Ambassadors International, Inc. By: /s/ Xxxxx Xxxxxxxx WitnessXxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, President and Chief Executive Officer Ambassadors Cruise Group, LLC By: Ambassadors International, Inc. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, President and Chief Executive Officer Cypress Reinsurance, Ltd. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, President

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President BORROWER(S): Wayfair LLC Newport Corporation By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx, Xxxxxxx Title: Senior Vice President and Chief Administrative Financial Officer By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx WitnessName: Xxxxxxx X. Xxxxx Title: Senior Vice President and General Counsel

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxxxxx Xxxxxxxx X. XxxxxxxXxxxxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Technical Communications Corporation Witness /s/ W. Xxxx Xxxxxxxx By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx (Seal) Xxxxxxx X. Xxxxxx, Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx Witnessand Treasurer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment Agreement as of the date stated at the beginning of this AmendmentJune 25, 2014, intending to create an instrument executed under seal. BANK OF AMERICA, N.A. By: /s/ Xxxxxxx Xxxxxxx ________________________ Xxxxxxx Xxxxxxx, Vice President Address for Notices: Bank of America, N.A. Doc Retention - GCF CT2-515-BB-03 00 Xxxxxxxxx Park Road Farmington, CT 06032 Scientific Industries, Inc. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. :Xxxxxx Xxxxxxxx X. Xxxxxx (Seal) _________________ Xxxxxx Xxxxxx, Chief Administrative Executive Officer /s/ Xxxxx Xxxxxxxx WitnessPledgor's Location (principal residence, if the Pledgor is an individual; chief executive office, if the Pledgor is not an individual):

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. Borrower: Bank: Sport Chalet, intending to create an instrument executed under seal. Inc. Bank of America, N.A. By: By /s/ Xxxxxxxxxxx Hxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxxx Hxxxxx X. XxxxxxxXxxxxxxx, CFO By /s/ Rxxxxx X. Xxxxxxxx Rxxxxx X. Xxxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessPresident

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. BySuper Micro Computer, Inc. By /s/ Xxxxxx Xxxxxxxx By /s/ Xxxxxx Xxxxxxxxx Name: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxxxxxx Typed Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President BORROWER(S): Wayfair LLC ByTitle: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President BORROWER(S): Wayfair LLC K-Swiss Inc. By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxxxxx Name: Xxxxxx Xxxxxxx Title: CFO, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessVP of Finance & CAO

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. Borrower: Resources Connection, intending to create an instrument executed under seal. Inc. Bank: Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxxx X. Xxxxxx By: Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx, Senior Vice President BORROWER(S): Wayfair Secretary Title: Borrower: Resources Connection LLC By: Resources Connection, Inc., a Delaware corporation, as Sole Member By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessExecutive V.P./CFO

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: By /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxRobert L. Munn, Senior Vice Jr. ----------------------------------- Robert L. Munn, Jr. Seniox Xxxx Xxxxxxxxx SureWest Communications By /s/ Brian H. Strom ----------------------------------- Brian H. Strom President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ xxx Xxxxx Xxxxxxxx WitnessXxxxutive Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx XXXXXXXXXXX X. Xxxxxxx XXXXXXX Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx XXXXXXXX X. Xxxxxx XXXXXX Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessWitness AMENDMENT NO. 1 TO LOAN AGREEMENT This Amendment No.1 (the “Amendment”) dated as of June 6, 2014, is between Bank of America, N.A. (the “Bank”) and Wayfair LLC (the “Borrower”).

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Newport Corporation Lender: Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Xxxxxx By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxx, Chief Administrative Officer Vice President-Finance/Treasurer Xxxxxxx X. Xxxxxxxxxx, Vice President By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx WitnessXxxxxxx X. Xxxxx, Vice President/General Counsel

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning top of this Amendment, intending to create an instrument executed under sealthe first page. Bank of AmericaBANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxxx XxXxxxx Xxxxx XxXxxxx Senior Vice President BORROWER(S): Wayfair LLC NEWBEVCO, INC., a Delaware corporation By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXxxxxxx Vice President (SEAL)

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. BySuper Micro Computer, Inc. By /s/ Xxxxxx X. Xxxxxxxx By /s/ Xxxxxx Xxxxxxxxx Name: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxxxxxx Typed Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President BORROWER(S): Wayfair LLC ByTitle: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. N.A By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx, Senior Vice President BORROWER(S): Wayfair Paramount Biosciences, LLC By: /s/ Xxxxxxx X. Xxxxxxxxx [seal] Xxxxxxx X. Xxxxxxxxx, M.D., Member Mt. Xxxx Pharma, Inc. By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxx [seal] Xxxxxxx Xxxxxxxx, Corporate Treasurer Pacific Beach Biosciences, Inc. By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxx[seal] Xxxxxxx Xxxxxxxx, Chief Administrative Officer Corporate Treasurer Balboa Biosciences, Inc. By: /s/ Xxxxx Xxxxxxx Xxxxxxxx Witness[seal] Xxxxxxx Xxxxxxxx, Corporate Treasurer Coronado Biosciences, Inc. By: /s/ Xxxxxxx Xxxxxxxx [seal] Xxxxxxx Xxxxxxxx, Corporate Treasurer Asphelia Pharmaceuticals, Inc. By: /s/ Xxxxxxx Xxxxxxxx [seal] Xxxxxxx Xxxxxxxx, Corporate Treasurer Ventrus Biosciences, Inc. By: /s/ Xxxxxxx Xxxxxxxx [seal] Xxxxxxx Xxxxxxxx, Corporate Treasurer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: By /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Colleen O’Xxxxx Colleen O’Xxxxx Senior Vice President BORROWER(S): Wayfair LLC By: GRAHAM COXXXXXXION By /s/ Xxxxxxxx Jennifer X. Xxxxxx Xxxxxxxx Xxxxxxx Typed Name Jennifer X. Xxxxxx, Xxxxxxx Title Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessAccounting Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: By /s/ Xxxxxxxxxxx -------------------- Xxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxx, Xx. Senior Vice President BORROWER(S): Wayfair LLC By: SureWest Communications By /s/ Xxxxxxxx ---------------------------------- Xxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Xxxxx President and Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessExecutive Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment Agreement as of the date stated at the beginning of this AmendmentMay 9, 2013, intending to create an instrument executed under seal. Bank of AmericaBANK: BANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx Xxxx Xxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx Title: Managing Director Address: 000 Xxxxx Xxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Xxxxx 00X Xxx Xxxx, XX 00000 Pledgor's Principal Office and Jurisdiction of Formation: PLEDGOR: 000 Xxxx 00xx Xxxxxx XXXXXX XXXXXXX LIVING OMNIMEDIA, INC. Xxx Xxxx, XX 00000 State of Incorporation: Delaware By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxx [(Seal)] Name: Xxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXxxx Title: EVP/CFO Exhibit A to Pledge Agreement Description of Collateral

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties [Balance of page intentionally left blank.] This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. ByCalavo Growers, Inc. By /S/ XXXXX XXXXXX By /S/ XXXXX XXXXXX Name: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Xxxxx Xxxxxx Typed Name: Xxxxx Xxxxxx Title: Vice President BORROWER(S): Wayfair LLC ByTitle: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessCorporate Controller

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. XXXXXXX XXXXXXXX-SWALLOW Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxxxx-Swallow, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx XXXXXXXX XXXXXX (Seal) Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx Witnessand Treasurer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Hooker Furniture Corporation By:/s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Vice-President Finance and Accounting, Chief Financial Officer Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXxxxxxxx

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment [Signatures are on next page] This Security Agreement is dated as of the date stated at the beginning of this AmendmentOctober 6, intending to create an instrument executed under seal2005 ROADHOUSE GRILL, INC. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice Axxxx Sabi Name: Axxxx Sabi Title: President BORROWER(S): Wayfair LLC and CEO BERJAYA GROUP (CAYMAN) LIMITED By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFxxxxxx Xxx Name: Fxxxxxx Xxx Title: Executive Director

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. Shelter Island Opportunity Fund, intending to create an instrument executed under seal. Bank of AmericaLLC By /s/ Mxxxxxx Xxxxxx Typed Name: Mxxxxxx Xxxxxx Title: Managing Director EMTA Holdings, N.A. ByInc. By /s/ Exxxxx X. Xxxxxxxx Typed Name: Exxxxx X. Xxxxxxxx Title: CEO and President EMTA Production Holdings, Inc. By /s/ Xxxxxxxxxxx Exxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxxx Typed Name: Exxxxx X. Xxxxxxx, Senior Vice Xxxxxxxx Title: President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessCONSENT AND REAFFIRMATION

Final Agreement. BY SIGNING THIS DOCUMENT AMENDMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT AMENDMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT AMENDMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT AMENDMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment under seal as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxx X. XxxxxxxXxxxx, Senior Vice President BORROWER(S): Wayfair LLC BORROWER: Ebix, Inc. By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Xxxxx Xxxxx Title: President & Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessExecutive Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Lender: Newport Corporation Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx By: /s/ Mara Vaisz Xxxxxx X. Xxxxxxx, Senior Chief Executive Officer Authorized Signer Mara Vaisz, Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXxxxx

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank: Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxxxxxxx Xxxx X. XxxxxxxXxxxxxxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC SVP; Bus Bank Sr Relationship Mgr Borrower: LIFELOC TECHNOLOGIES, INC. By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXxxxx Xxxxxxxx, President/Chief Executive Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties [Balance of page intentionally left blank.] This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. BySuper Micro Computer, Inc. By /s/ Xxxxxx X. Xxxxxxxx By /s/ Xxxxxx Xxxxxxxxx Name: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxxxxxx Typed Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President BORROWER(S): Wayfair LLC ByTitle: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx Xxxxx Xxxxxx Xxxxx, Senior Vice President BORROWER(S): Wayfair Resources Connection, Inc. By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Executive Vice President and Chief Financial Officer Resources Connection LLC By: Resources Connection, Inc. By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxx Xxxxxxxx Xxxxxx X. Xxxxxx, Executive Vice President and Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx WitnessRef #: 1001055263 : - Resources Connection, Inc. Amendment to Loan Agreement

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. Exhibit 10.27(d) The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank: Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxx Xxxxxx X. XxxxxxxXxxx, Senior Vice President BORROWER(S): Wayfair LLC Borrower: Middlesex Water Company By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ A. Xxxxx Xxxxxxxx WitnessX'Xxxxxx

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed Executed this Amendment as of the date stated at the beginning of this AmendmentFebruary 14, intending 2007 Guarantor: Signature Name:Xxxxxxx X. Xxxxxxxxx Address for notices to create an instrument executed under seal. Bank of Purchaser: Address for notices to Guarantor: Xxx Xxxx 00xx Xxxxxx Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Cord Blood America, N.A. By: /s/ Xxxxxxxxxxx Inc. 0000 X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC ByXxxxxxxxxx 00000 Facsimile: /s/ 000 000 0000 Facsimile: 888 882 CORD With a copy to: Xxxxx & Xxxxxxxx X. Xxxxxx LLP 00000 Xxxxxxxx X. XxxxxxXxxxxxxxx #000 Xxx Xxxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXxxxxxxxxx 00000 Fax Number: 000 000 0000

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BMAITER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTERXXXXXX, TERM SHEET OR OTHER WRITTEN WRIITEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER MAITER HEREOF, UNLESS SUCH COMMITMENT LETTERXXXXXX, TERM SHEET OR OTHER WRITTEN WRIITEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ XXXXXXXXXXX X. XXXXXXX Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx XXXXXXXX X. Xxxxxx XXXXXX (Seal) Xxxxxxxx X. Xxxxxx, Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx WitnessWitness Printed or Typed Name AMENDMENT NO. 3 TO LOAN AGREEMENT This Amendment No. 3 (the "Amendment") dated as of July 3, 2015, is between Bank of America, N.A. (the "Bank") and Wayfair LLC (the "Borrower").

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF; (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, ; (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, ; AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties [Signatures on following page(s).] This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. RF Industries, Ltd., a Nevada corporation By: /s/ Xxxxxxxxxxx Gxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxx By: /s/ Pxxxx Xxx Name: Gxxxxx X. Xxxxxxx, Xxxxx Name: Pxxxx Xxx Title: Senior Vice President BORROWER(S): Wayfair LLC ByTitle: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. BySuper Micro Computer, Inc. By /s/Xxxxxx X. Xxxxxxxx By /s/Xxxxxx Xxxxxxxxx Name: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President BORROWER(S): Wayfair LLC ByTitle: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN BEIWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. N. A. By: /s/ Xxxxxxxxxxx /s/Xxxxxxx X. Xxxxxxxxx (Seal) Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxxxxx, Senior Vice President BORROWER(S): Wayfair Air T, Inc. By: /s/ Xxxx Xxxxx (Seal) Xxxx Xxxxx, Vice President – Finance Mountain Air Cargo, Inc. By: /s/ Xxxx Xxxxx (Seal) Xxxx Xxxxx, Vice President – Finance Global Ground Support, LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxx Xxxxx (Seal) Xxxx Xxxxx, Chief Administrative Officer Member CSA Air, Inc. By: /s/ Xxxx Xxxxx Xxxxxxxx Witness(Seal) Xxxx Xxxxx, Vice President – Finance Global Aviation Services, LLC By: /s/ Xxxx Xxxxx (Seal)

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President Name: Title: BORROWER(S): Wayfair Resources Connection, Inc. By: Name: Xxxxxx X. Xxxxxx Title: Executive Vice President/CFO Resources Connection LLC By: /s/ Xxxxxxxx Name: Xxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessTitle: Executive Vice President/CFO

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO Ref #: 1000752670 : - Mattersight Corporation Amendment to Loan Agreement 1 UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxx X. XxxxxxxXxxxx, Senior Vice President or Authorized Signer BORROWER(S): Wayfair LLC Mattersight Corporation, formerly known as eLoyalty Corporation By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Noon Xxxxxxx X. XxxxxxNoon, Vice President/Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS UNDERANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. Borrower: Lender: Transcend Services, intending to create an instrument executed under seal. Inc. Bank of America, N.A. By: By /s/ Xxxxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxx (Seal) By Xxxxx X. XxxxxxxXxxxxx, Chief Executive Officer Xxxxx Xxxx, Senior Vice President BORROWER(S): Wayfair LLC ByPROMISSORY NOTE Borrower: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxTranscend Services, Chief Administrative Officer /s/ Inc. 000 Xxxx Xxxxx Xxxxxxxx WitnessXxxxx Xx., Xxxxx 0000 Xxxxxxx, XX 00000 Lender: Bank of America, N.A. CCS-Commercial Banking FL9-100-03-15 000 Xxxxxxxxx Xx. XX Xxxxxxx, XX 00000 Principal Amount: $2,000,000.00 Date of Note: March 1, 2005 PROMISE TO PAY. Transcend Services, Inc. (“Borrower”) promises to pay to Bank of America, N.A. (“Lender”), or order, In lawful money of the United States of America, the principal amount of Two Million & 00/100 Dollars ($2,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Bank: Edelbrock Corporation Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Jeffrey L. Thompson By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxWilliam C. Swiontek ---------------------------------- -------------------------------------- Jeffrey L. Thompson, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessExecutive William C. Swiontek, Senior Vicx Xxxx Xxxxxxxxt Xxxxxxxxx

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President BORROWER(S): Wayfair LLC K-Swiss Inc. By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXxxxxxx Name: Xxxxxx Xxxxxxx

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. Borrower: Lender: Resources Connection, intending to create an instrument executed under seal. Inc. Bank of America, N.A. /s/ XXXXXX X. XXXXXX /s/ XXXXXXX X. XXXXXXXXXX By: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxx By: Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC ByBorrower: Resources Connection, Inc. /s/ Xxxxxxxx XXXXXX X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXXXXXX

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF. (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, . TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Nxxxxx Xxx Typed Name Nxxxxx Xxx Title Vice President BORROWER(S): Wayfair LLC American Shared Hospital Services By: /s/ Xxxxxxxx Exxxxx X. Xxxxxx Xxxxxxxx Xxxxx, M.D. Typed Name Exxxxx X. XxxxxxXxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessM.D. Title Chairman of the Board

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Lender: Newport Corporation Bank of America, N.A. By: By /s/ Xxxxxxxxxxx XXXXXX X. Xxxxxxx Xxxxxxxxxxx XXXXXXX By /s/ XXXXX XXXX Xxxxxx X. Xxxxxxx, Chief Executive Officer Authorized Signer By /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessVP & General Counsel

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: Branch Banking and Trust Company By /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxBxxxx Xxxxxx Bxxxx Xxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: The Goldfield Corporation By /s/ Xxxxxxxx Sxxxxxx X. Xxxxxx Xxxxxxxx Sxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessSenior Vice President

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment Executed as of the date stated at the beginning 26th day of this AmendmentNovember, intending to create an instrument executed under seal2008. BANK OF AMERICA, N.A., as administrative agent By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President Address: Bank of America, N.A. Agency Management 000 Xxxxx Xxxxxx, Xxxxx 00 XX0-000-00-00 Xxxxxxx, XX 00000 ATTN: Xxxxxxx Xxxx Pledgor’s Residence PLEDGOR: California /s/ Xxxxxx X. Xxxxxx, M.D. Signature Address for Notices to Pledgor: Printed Name: Xxxxxx X. Xxxxxx, M.D. Address for Notices to Holdings, PMG and PMS: c/o Prospect Medical Group, Inc. Agreed to as of the date hereof: 0000 Xxxx 00xx Xxxxxx, Xxxxx 000 PROSPECT MEDICAL GROUP, INC. Xxxxx Xxx, Xxxxxxxxxx 00000 By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Xxxxxx Xxx Name: Xxxxxx Xxx Title: Senior Vice President BORROWER(S): Wayfair LLC PROSPECT MEDICAL HOLDINGS, INC. By: /s/ Xxxxxxxx Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chief Executive Officer PROSPECT MEDICAL SYSTEMS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman SPOUSAL JOINDER AND CONSENT I am the spouse of Xxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx(“Lipper”). To the extent that I have any interest in any of the Collateral (as that term is defined in the attached Second Amended and Restated First Lien Pledge Agreement dated as of November 26, Chief 2008 between Lipper and Bank of America, N.A., as administrative agent (the “Pledge Agreement”)), I hereby join in the Pledge Agreement and agree to be bound by its terms and conditions to the same extent as my spouse. I have read the Pledge Agreement, understand its terms and conditions, and to the extent that I have felt it necessary, have retained independent legal counsel to advise me concerning the legal effect of the Pledge Agreement and this Spousal Joinder and Consent. I understand and acknowledge that the Administrative Officer Agent is relying on the validity and accuracy of this Spousal Joinder and Consent in entering into the Pledge Agreement. Date: as of November 23, 2008 Signature: /s/ Xxxxx Xxxxxxxx WitnessXxxxxxx Xxxxxx Printed Name: Xxxxxxx Xxxxxx Exhibit A to Pledge Agreement Description of Collateral Pledged equity: Pledged Entity Class of Stock Stock Certificate # Number of Shares Percentage of Outstanding Shares Prospect Medical Group, Inc., a California professional corporation Common 48 4,000 100 % Nuestra Familia Medical Group, Inc., a California professional corporation Common 100 839.02 55.02 % The pledged equity includes all present and future income, proceeds, earnings, increases, and substitutions from or for the Collateral of every kind and nature, including without limitation all payments, interest, profits, distributions, benefits, rights, options, warrants, dividends, stock dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies, claims for money due and to become due, proceeds of any insurance on the Collateral, shares of stock of different par value or no par value issued in substitution or exchange for shares included in the Collateral, and all other property Pledgor is entitled to receive on account of such Collateral, including accounts, documents, instruments, chattel paper, and general intangibles.

Final Agreement. BY SIGNING The persons and entities signing below (“Party”, or collectively, the “Parties”) acknowledge and agree that each Party’s execution of this Modification constitutes acknowledgment that such Party (i) agrees that there are no oral agreements relating to this Loan, (ii) agrees that agreements will be binding upon Lender only if in writing and signed by Lender, and (iii) acknowledges receipt of the following Notice, and to the fullest extent allowed by law, agrees to be bound by the terms of this Modification and this Notice: NOTICE: THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) ALL OTHER DOCUMENTS RELATING TO THIS DOCUMENT LOAN CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE SUBJECT MATTER HEREOF,(B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIESPARTIES RELATING TO THIS LOAN. Facsimile and Counterpart. This document may be signed in any number of separate copies, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOReach of which shall be effective as an original, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIESbut all of which taken together shall constitute a single document. The parties executed An electronic transmission or other facsimile of this Amendment document or any related document shall be deemed an original and shall be admissible as evidence of the date stated at document and the beginning of this Amendmentsigner’s execution. Dated: January 21, intending to create an instrument executed under seal. Bank of America2010 LENDER: XXXXX FARGO BANK, N.A. NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxx X. XxxxxxxXxxxxxxx BORROWER: Gaiam, Senior Vice President BORROWER(S): Wayfair LLC Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxxxxxx X. Xxxx Xxxxxx Xxxxxxxx X. XxxxxxName: Xxxx Xxxxxx Title: President Gaiam Americas, Chief Administrative Officer Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxxx Xxxxxxxx WitnessXxxx Xxxxxx Name: Xxxx Xxxxxx Title: President Xxxxx.xxx, Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President Gaiam Direct, Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President Gaiam International, Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Gaiam International II, Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Gaiam International III, Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Gaiam Media, Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President Gaiam Shared Services, Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President Gaiam Travel, Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President GT Media, Inc., a corporation formed under the laws of the State of Colorado. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President Source ID 0000000000 Athena Job ID 1665822095 Itrac 782232 Obligor 2775220168 Obligation 34 Processor Initials MAM

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC ) KSW, Inc. By: /s/ Xxxxxxxx X. Xxxxx Xxxxxx Xxxxxxxx X. Xxxxxx, (Seal) Xxxxx Xxxxxx Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessExecutive Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx Chrixxxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxrixxxxxxx X. Xxxxxxx, Senior Xxxxxxx Xxnior Vice President BORROWER(S): Borrower: Wayfair LLC By: /s/ Xxxxxxxx Nichxxxx X. Xxxxxx Xxxxxxxx (Xxal) Nichxxxx X. Xxxxxx, Chief Xxxxxx Xxief Administrative Officer /s/ Xxxxx Xxxxxxxx Witness& Treasurer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN BEIWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. N. A. By: /s/ Xxxxxxxxxxx /s/Xxxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxxxxx, Senior Vice President BORROWER(S): Wayfair Air T, Inc. By: /s/ Xxxx Xxxxx (Seal) Xxxx Xxxxx, Vice President – Finance Mountain Air Cargo, Inc. By: /s/ Xxxx Xxxxx (Seal) Xxxx Xxxxx, Vice President – Finance Global Ground Support, LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxx Xxxxx (Seal) Xxxx Xxxxx, Chief Administrative Officer Vice President – Finance CSA Air, Inc. By: /s/ Xxxx Xxxxx Xxxxxxxx Witness(Seal) Xxxx Xxxxx, Vice President – Finance Global Aviation Services, LLC By: /s/ Xxxx Xxxxx (Seal)

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this AmendmentDated: October 29, intending to create an instrument executed under seal2014. BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxxxxxxxx Xxxx X. Xxxxxxxxxxxx, Senior Vice President Address for Notices: Bank of America, N.A. Doc Retention Center CT2-515-BB-03 00 Xxxxxxxxx Xxxx Road Farmington, CT 06032 LIFELOC TECHNOLOGIES, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxx Xxxxx Xxxxx Xxxxx, Senior Vice President BORROWER(SPresident/CEO Pledgor's Location (principal residence, if the Pledgor is an individual; chief executive office, if the Pledgor is not an individual): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx00000 Xxxx 00xx Xxx Xxxx 0 Xxxxx Xxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXX 00000 Pledgor's state of incorporation or organization (if the Pledgor is a corporation, partnership, limited liability company or other registered entity):

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxxx X. X’Xxxxx Typed Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior X’Xxxxx Title: Sr. Vice President BORROWER(S): Wayfair LLC Xxxxxx Corporation By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx X. Xxxxxx, (Seal) Typed Name: Xxxxxxx Xxxxxx Title: Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties Amendment to Loan Agreement This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxTXXXXX XXXXXXXX Txxxxx Xxxxxxxx, Senior Vice President BORROWER(S): Wayfair Resources Connection, Inc. By: /s/ Dxxxxx X. Xxxxxx Dxxxxx X. Xxxxxx, President and CEO Resources Connection LLC By: Resources Connection, Inc. a Delaware Corporation, as Sole Member By: /s/ Dxxxxx X. Xxxxxx Dxxxxx X. Xxxxxx, President and CEO Amendment to Loan Agreement CONSENT AND REAFFIRMATION OF GUARANTOR(S) Each of the undersigned, as a guarantor of the Borrower’s obligations to the Bank under the Agreement, hereby (i) acknowledges and consents to the foregoing Amendment, (ii) reaffirms its obligations under its respective guaranty in favor of the Bank and under any agreement under which it has granted to the Bank a lien or security interest in any of its real or personal property, and (iii) confirms that such guaranty and other agreements (if any) remain in full force and effect, without defense, offset, or counterclaim. (Capitalized terms used herein shall have the meanings specified in the foregoing Amendment.) Although each of the undersigned has been informed of the terms of the Amendment, each understands and agrees that the Bank has no duty to so notify it or any other guarantor or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future. Dated as of Nov. 28, 2007. RC Management Group LLC By: /s/ Xxxxxxxx Dxxxxx X. Xxxxxx Xxxxxxxx Dxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessManager

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx Xxxxx Xxxxxx Xxxxx, Senior Vice President BORROWER(S): Wayfair LLC RESOURCES CONNECTION, INC. By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President/Chief Financial Officer RESOURCES CONNECTION LLC RESOURCES CONNECTION, INC., Sole Member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx Witness

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties Amendment to Loan Agreement Revised 1/11/05 This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxx Xxxx Xxxxx Xxxx BORROWER(S): Ambassadors International, Inc. By: /s/ Xxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair Chief Financial Officer Ambassadors Marine Group, LLC By: Ambassadors International, Inc., Member By: /s/ Xxxxxxxx Xxxxx X. Xxxxxx Xxxxxxxx Xxxxxxx Xxxxx X. XxxxxxXxxxxxx, Chief Administrative Financial Officer Ambassadors, LLC By: Ambassadors International, Inc., Member By: /s/ Xxxxx Xxxxxxxx WitnessX. Xxxxxxx Xxxxx X. Xxxxxxx, Chief Financial Officer Ambassadors Cruise Group, LLC By: Ambassadors International, Inc., Member By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, Chief Financial Officer Cypress Reinsurance, Ltd. By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, Chief Financial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Newport Corporation Lender: Bank of America, N.A. By: By /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxx, Chief Administrative Officer Vice President of Finance and Treasurer Xxxxxxx X. Xxxxxxxxxx, Vice President By /s/ Xxxxxxx X. Xxxxx Xxxxxxxx WitnessXxxxxxx X. Xxxxx, Vice President and General Counsel

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Bank: Edelbrock Corporation Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx ---------------------------------- ------------------------------------------ Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxxxx, Executive Xxxxxx X. Xxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessVice President

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. Borrower: Bank: The Wet Seal, intending to create an instrument executed under seal. Inc. Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxx X. Whifford /s/ XXXXXXX X. XXXXXXXXXX Xxxxx X. Whifford, Chief Executive Officer Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxx Deskop Xxx Deskop, Interim Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: By /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx----------------------------------------- Robert L. Munn, Jr. Senior Vice President BORROWER(S): Wayfair LLC By: Xxxxxxxxx SureWest Communications By /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx----------------------------------------- Michael D. Campbell Executive Vxxx Xxxxxxxxx, Chief Administrative Xxxxf FinanciaI Officer /s/ Xxxxx Xxxxxxxx Witnessand Treasurer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. ByBy /s/ Kxxxxx Xxxxxxx Typed Name: /s/ Xxxxxxxxxxx X. Kxxxxx Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Title: Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx American Shared Hospital Services By /s/Exxxxx X. Xxxxxx Xxxxxxxx Xxxxx, M.D. Exxxxx X. XxxxxxXxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessM.D. Chairman of the Board

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT DOCUMENT, TOGETHER WITH THE AGREEMENT, REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY UNWRITTEN AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, AND (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of AmericaBANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxxxxxx Xxxx Name: Xxxx X. Xxxxxxx, Senior Xxxx Title: Vice President BORROWER(S): Wayfair LLC INSYS THERAPEUTICS, INC. By: /s/ Xxxxxxxx Xxxxxx X. Xxxxx (SEAL) Name: Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessTitle: CFO

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: By /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxAlpha Xxxxxx ALPHA XXXXXX, Senior Vice President OFFICER BORROWER(S): Wayfair LLC By: Insys Therapeutics, Inc. By /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx Witness

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: By /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, X’Xxxxx Xxxxxxx X’Xxxxx Senior Vice President BORROWER(S): Wayfair LLC By: XXXXXX CORPORATION By /s/ Xxxxxxxx X. Xxxxxx Xxxxxxx [(Seal)] Typed Name Xxxxxxxx X. Xxxxxx, Xxxxxxx Title Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessAccounting Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, RELATING TO THE SUBJECT MATTER HEREOF, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIESPARTIES RELATING TO THE SUBJECT MATTER HEREOF. The parties [Signature page follows] This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of AmericaBANK: BORROWER: BANK OF AMERICA, N.A. GRAND CANYON EDUCATION, INC., a Delaware corporation By: /s/ Xxxxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx, Xxxxxx Name: Xxxxx X. Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President BORROWER(S): Wayfair LLC ByTitle: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFinancial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date data stated at the beginning of this Amendment, intending to create an instrument executed under seal. Grantor: Lender: American Shared Hospital Services Bank of America, N.A. By: /s/ Xxxxxxxxxxx Exxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Xxxxx By: /s/ Xxxxxxxx (ILLEGIBLE) Exxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessM.D., Chairman Authorized Signer AMENDMENT NO. 2 TO LOAN AGREEMENT This Amendment No. 2 (the “Amendment”) dated as of June 23, 2005 is between Bank of America, N.A. (the “Bank”) and American Shared Hospital Services (the “Borrower”).

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx, Senior Vice President Authorized Signer BORROWER(S): Wayfair LLC Sport Chalet, Inc. By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxxxx Xxxxxxxx, Executive vice President-Finance, Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx Witnessand Secretary

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES y'>/~GREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH ,:"RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT ':; LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OUTUNE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Connecticut Water Service, Inc. By: /s/ Xxxxxxxx Xxxxx X. Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessVice President Finance

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties Amendment to Loan Agreement This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President BORROWER(S): Wayfair LLC Newport Corporation By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx, Xxxxxxx Title: Senior Vice President and Chief Administrative Financial Officer By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx WitnessName: Xxxxxxx X. Xxxxx Title: Senior Vice President and General Counsel

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties [Balance of page intentionally left bank.] This Amendment is executed this Amendment as of the date stated at the beginning of or this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. ByBy /s/ Xxxxx Xxxxxx Name: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Xxxxx Xxxxxx Title: Assistant Vice President BORROWER(S): Wayfair LLC ByBorrower: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxCalavo Growers, Chief Administrative Officer Inc., a California corporation By /s/ Xxxxx Xxxxxxxx WitnessXxxxxx Name: Xxxxx Xxxxxx Title: Corporate Controller

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. ____________________________________________ Xxxxxx Xxxxxxx, Senior Vice President BORROWER(S): Wayfair Updated address where notices to Bank are to be sent: Bank of America Doc Retention Center NC1-001-05-13 One Independence Center 000 Xxxxx Xxxxx Xxxxxx Charlotte, NC 00000-0000 Fax: 000.000.0000 with a copy to: Bank of America, N.A. NV1-119-02-01 000 X. 0xx Xxxxxx, 0xx Xxxxx Xxx Xxxxx, XX 00000 Attention: Xxxx X. Xxxxxx, Senior Vice President Telephone: 000-000-0000 Fax: 000-000-0000 Borrower: Nature’s Sunshine Products, Inc. By: ______________________________________________ Xxxxxx X. Xxxx, Chief Financial Officer Updated address where notices to Borrower are to be sent: Nature’s Sunshine Products, Inc. 0000 Xxxx Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxx, XX 00000 Attention: Legal Department Telephone: (000) 000-0000 with a copy to: Stoel Rives LLP 000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 CONSENT AND REAFFIRMATION OF GUARANTORS AND PLEDGORS Each of the undersigned (collectively referred to as the “Credit Support Providers”) is a guarantor of, and/or is a pledgor of collateral for, the Borrower’s obligations to the Bank under the Agreement. Each Credit Support Provider hereby (i) acknowledges and consents to the foregoing Amendment, (ii) reaffirms its obligations under its respective guaranty in favor of the Bank and/or under any agreement under which it has granted to the Bank a lien or security interest in any of its real or personal property, and (iii) confirms that such guaranty and other agreements, including but not limited to any Waiver of Jury Trial or Dispute Resolution Provision contained therein, remain in full force and effect, without defense, offset, or counterclaim. (Capitalized terms used herein shall have the meanings specified in the foregoing Amendment.) Although each of the undersigned has been informed of the terms of the Amendment, each understands and agrees that the Bank has no duty to so notify it or any other guarantor/pledgor or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future. Dated as of _______________, 2020. Guarantors: Quality Nutrition International LLC By: /s/ Xxxxxxxx ________________________________ Xxxxxx X. Xxxxxx Xxxxxxxx X. Xxxx, Vice President Updated address where notices to Quality Nutrition International LLC are to be sent: Quality Nutrition International LLC 0000 Xxxx Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxx, XX 00000 Attention: Legal Department Telephone: (000) 000-0000 with a copy to: Stoel Rives LLP 000 Xxxxx Xxxx Xxxxxx, Chief Administrative Officer /s/ Xxxxx 0000 Xxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxxx WitnessTelephone: 000-000-0000 Facsimile: 000-000-0000 Synergy Worldwide, Inc. By: ________________________________ Xxxxxx X. Xxxx, Vice President Updated address where notices to Synergy Worldwide, Inc. are to be sent: Synergy Worldwide, Inc. 0000 Xxxx Xxxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxx, XX 00000 Attention: Legal Department Telephone: (000) 000-0000 with a copy to: Stoel Rives LLP 000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 EXHIBIT A Form of Compliance Certificate [See attached.]

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THATBy signing this document each party represents and agrees that: (A) THIS DOCUMENT REPRESENTS THE ANAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(Bthis document represents the final agreement between the parties with respect to the subject matter hereof, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTERthere are no unwritten oral agreements between the parties, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, and (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIESthis document may not be contradicted by evidence of any prior, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIORcontemporaneous, CONTEMPORANEOUS, OR SUBSEQUENT or subsequent oral agreements or understandings of the parties. ORAL AGREEMENTS OR UNDERSTANDINGS COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE PARTIESLEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. The parties TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. This Agreement is executed this Amendment as of the date stated at the beginning of this AmendmentAgreement. DECORIZE, intending to create an instrument executed under sealINC. Bank of AmericaQUEST COMMERCIAL FINANCE, N.A. L.L.C. By: /s/ Xxxxxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxx Name: Xxxxx Xxxxxxxx WitnessXxxxxxx Name: Xxxxxx Xxx Title: President and CEO Title: General Manager

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment [Signatures are on next page] This Security Agreement is dated as of the date stated at the beginning of this AmendmentMarch 15, intending to create an instrument executed under seal2006. Bank of AmericaROADHOUSE GRILL, N.A. INC. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice Axxxx Sabi Name: Axxxx Sabi Title: President BORROWER(S): Wayfair LLC and CEO BERJAYA GROUP (CAYMAN) LIMITED By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessFxxxxxx Xxx Name: Fxxxxxx Xxx Title: Authorized Signatory

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx Xxxxx Xxxxxx Xxxxx, Senior Vice President BORROWER(S): Wayfair Resources Connection, Inc. By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Executive Vice President/Chief Financial Officer Resources Connection LLC By: Resources Connection, Inc., Sole Member By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx Witness

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Vxxxxxxx Xxxxxxx Xxxxxxxxxxx X. Vxxxxxxx Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC KSW, Inc. By: /s/ Xxxxxxxx X. Fxxxx Xxxxxx Xxxxxxxx X. (Seal) Fxxxx Xxxxxx, Chief Administrative Executive Officer /s/ Xxxxx Xxxxxxxx WitnessRef #: 1000000000 : - KSW Inc Amendment to Loan Agreement

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this AmendmentDate: August 1, intending to create an instrument executed under seal. Bank of America2005 BANK OF AMERICA, N.A. Xx: --------------------------------- William H Baker, Officer Addxxxx xxx Xxxxxxs: West Seneca-Credit Services Atin: Credit Services NY7-505-01-24 2970 Transit Road West Seneca, XX 00000 XXX Xxxxxxxxxxxx By: SWK TECHNOLOGIES By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxJeffrey D. Roth --------------------------------- Jeffrey D. Roth, Senior Vice President BORROWER(S): Wayfair LLC CEO By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxLynn K. Bermarn, Chief Administrative Officer President --------------------------------- Lynn K. Bermarn, Vice President Xx: /s/ Xxxxx Xxxxxxxx WitnessGary Bermarn, Vice President --------------------------------- Gary Bermarn, Vice President Pledgor's Location (principal residexxx, if the Pledgor is an individual; chief executive office, if the Pledgor is not an individual):

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES SUPERSEPES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxxxx, Senior Vice President BORROWER(S): Wayfair Ambassadors International, Inc. By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx, Chief Financial Officer Cypress Reinsurance, Ltd. By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx, Chief Financial Officer Ambassadors Cruise Group, LLC By: /s/ Xxxxxxxx Xxxx X. Xxxxxx Xxxxxxxx Xxxxxxxxx Xxxx X. XxxxxxXxxxxxxxx, Chief Administrative Financial Officer Ambassadors, LLC. By: /s/ Xxxxx Xxxxxxxx WitnessXxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx, Chief Financial Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. Exhibit 10.27(c) The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank: Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxx Xxxxxx X. XxxxxxxXxxx, Senior Vice President BORROWER(S): Wayfair LLC Borrower: Middlesex Water Company By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx Xxxxx X’Connor X. XxxxxxXxxxx X’Connor, Chief Administrative Officer Sr. VP, Treasurer & CFO Tidewater Utilities, Inc. By: /s/ X. Xxxxx Xxxxxxxx WitnessX’Connor

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. XXXXXXX XXXXXXXX-SWALLOW Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxxxx-Swallow, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx XXXXXXXX X. Xxxxxx XXXXXX (Seal) Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx Witnessand Treasurer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties Amendment to Loan Agreement This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx Xxxxx, Senior Vice President BORROWER(S): Wayfair Resources Connection, Inc. By: Xxxxxx X. Xxxxxx, Executive Vice President and Chief Financial Officer Resources Connection LLC By: /s/ Xxxxxxxx X. Resources Connection, Inc. By: Xxxxxx Xxxxxxxx X. Xxxxxx, Executive Vice President and Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx WitnessAmendment to Loan Agreement

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. BORROWER(S): BANK: Resources Connection, intending to create an instrument executed under seal. Inc. Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxxx X. Xxxxxx By: /s/ Marlal Xxxxxxxxxx Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx, Senior Vice President BORROWER(S): Wayfair Secretary Authorized Signer Resources Connection LLC By: Resources Connection, Inc. a Delaware Corporation, as Sole Member By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessExecutive VP/CFO

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment. Borrower: Lender: Citi Trends, intending to create an instrument executed under seal. Inc. Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Txx Xxxxxx (Seal) By: /s/ Pxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Txx Xxxxxx, Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx WitnessPxxxxxxx Xxxxxxxx, Officer

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. Borrower: Lender: Newport Corporation Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC Xxxxxx By: /s/ Xxxxxxxx Xxxx X. Xxxxxx Xxxxxxxx Xxxx Xxxxxxx X. Xxxxxx, Chief Administrative Officer Vice President-Finance/Treasurer Xxxx X. Xxxx, Vice President By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx WitnessXxxxxxx X. Xxxxx, Vice President/General Counsel

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxMxxxxxx Xxxxxx Mxxxxxx Xxxxxx, Senior Vice President BORROWER(S): Wayfair LLC BORROWER: Sport Chalet, Inc. By: /s/ Hxxxxx Xxxxxxxx Hxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxxxxxx, Executive Vice President-Finance, Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx Witnessand Secretary

Final Agreement. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE ANAL FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,(BHEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. The parties This Amendment is executed this Amendment as of the date stated at the beginning of this Amendment, intending to create an instrument executed under seal. BANK: Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC BORROWER: Sport Chalet, Inc. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxxxxxx, Executive Vice President-Finance, Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx Witnessand Secretary