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 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 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 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 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 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 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 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 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. Nu Skin Enterprises, Inc. By: /s/Xxxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxx Name: Xxxxx X. Xxxxxxx, Xxxxxx Name: Xxxxx X. Xxxx Title: Senior Vice President BORROWER(S): Wayfair LLC ByTitle: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessCFO

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. 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 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 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 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. 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. 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 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 Security Agreement as of the date stated at the beginning of this Amendmentfirst listed above, intending to create an instrument executed under seal. Bank of AmericaPLEDGORS: VERSAR, INC., a Delaware corporation By: /s/ Jaxxx X. Xxxxx (Seal) Name: Jaxxx X. Xxxxx Title: Senior VP and General Counsel GEO-MARINE, INC., a Texas corporation By: /s/ Jaxxx X. Xxxxx (Seal) Name: Jaxxx X. Xxxxx Title: Vice President and Secretary VERSAR INTERNATIONAL, INC., a Delaware corporation By: /s/ Jaxxx X. Xxxxx (Seal) Name: Jaxxx X. Xxxxx Title: Vice President and Secretary J.X. XXXXXX XSSOCIATES, INC., a Virginia corporation By: /s/ Jaxxx X. Xxxxx (Seal) Name: Jaxxx X. Xxxxx Title: Vice President and Secretary BANK: BANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Coxxxxx Xxxxxx Name: Coxxxxx Xxxxxx Title: 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 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: V.P. Finance and Accounting Chief Financial Officer Bank of America, N.A. By: /s/ Xxxxxxxxxxx Xxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx, Senior Xxxxxxxx Title 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 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 AmericaAmendment to Letter Agreement and Note Signature Page BANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx /s/Xxxxxx Xxxx Xxxx Name: Xxxxxx X. Xxxxxxx Xxxxxxxxxxx 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 & 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, VP & 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 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 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 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,(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 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 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 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 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 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 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, 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 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 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. 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. 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 [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: 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. 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 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: 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 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 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 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 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 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 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. 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,(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 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 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 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 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 Jxxx X. Xxxxxxx Xxxxxxxxxxx By: /s/ Pxxxx Xxx Name: Jxxx X. Xxxxxxx, Xxxxxxx 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. 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 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 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

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. 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 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 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 X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President BORROWER(S): Wayfair LLC Acknowledged and Agreed: Middlesex Water Company By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxA. Xxxxx X’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, Chief Administrative Officer Xx. VP, Treasurer & CFO Tidewater Utilities, Inc. By: /s/ A. Xxxxx Xxxxxxxx WitnessX’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, President White Xxxxx Environmental Systems, Inc. By: /s/ A. Xxxxx X’Xxxxxx Name/Title: A. Xxxxx X’Xxxxxx, President 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, 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. 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, 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 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 AmendmentJuly 20, 2011 intending to create an instrument executed under sealbe legally bound. Bank of AmericaBANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx Mxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxXxxx, Senior Vice President BORROWER(S): Wayfair LLC Address for Notices: Doc Retention - GCF CT2-515-BB-03 70 Xxxxxxxxx Xxxx Road Farmington, CT 06032 Saker Aviation Services, Inc. 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, 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 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 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 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: Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. XxxxxxxXxxxxx Xxxxxxx Xxxxxx, Senior Vice President BORROWER(S): Wayfair LLC BORROWER: K-Swiss Inc. By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXxxxxxx

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 Vice President Xxxxx XxXxxxx Authorized Signer BORROWER(S): Wayfair LLC K-Swiss Inc. By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. XxxxxxXxxxxxx Xxxxxx Xxxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessVice President and 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, 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 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 AmendmentAugust 10, intending to create an instrument executed under seal2005 ROADHOUSE GRILL, INC. Bank of America, N.A. By: /s/ Xxxxxxxxxxx Mxxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxx Name: Mxxxxxx X. Xxxxxxx, Senior Xxxxx Title: Executive Vice President BORROWER(S): Wayfair LLC and Chief Financial Officer 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,(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, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx X. Xxxxxx (Seal) Xxxxxxxx X. Xxxxxx, Chief Administrative Financial Officer /s/ Xxxxx Xxxxxxxx WitnessWitness Printed or Typed Name

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. 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 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 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 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. XXXXXX XXXXXXX LIVING OMNIMEDIA, intending to create an instrument executed under sealINC. Bank of AmericaBy: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer BANK OF AMERICA, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx, Senior Vice President BORROWER(S): Wayfair LLC By: /s/ Xxxxxxxx Xxxx X. Xxxxxx Xxxxxxxx Name: Xxxx X. Xxxxxx, Chief Administrative Officer /s/ Xxxxx Xxxxxxxx WitnessXxxxxx Title: Managing 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, 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 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: 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 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. 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