Second Amendment to and Waiver under Agreement and Plan of Merger, dated December 28, 2018. (Certain exhibits to the agreement have been omitted. The Company will furnish such exhibits to the SEC upon request

WHEREAS, since the execution of the Agreement, the Parties have executed that certain First Amendment to and Waiver Under the Agreement, dated December 20, 2018; and

WHEREAS, through that process the Parties have identified and agreed upon certain further amendments to the Agreement that they wish to memorialize in this Amendment pursuant to Section 10.08 of the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

replaced with the following:

“Stock Consideration” means that number of Purchaser Common Shares, round up to the nearest whole number, equal to the quotient determined by dividing (x) the result of (A) $122,810,000 plus (B) the amount, if any, by which the aggregate value of Company RMUs and Company MURs which will be substituted for RSAs, as set forth on Annex III and as provided in Section 1.04(a) and Section 1.04(c) is less than $9,330,000 and (y) the Average Purchase Share Price; provided that, in no event

shall the Stock Consideration exceed an amount equal to 19.99% of the Purchaser Common Shares issued and outstanding as of immediately prior to the Closing.

and replaced with the following:

“Estimated Cash Purchase Price” means an amount of cash equal to the sum of (i) $168,860,000, plus (ii) an amount equal to the result of (x) Company Percentage, multiplied by (y) the amount, if any, by which Estimated Net Working Capital exceeds Target Working Capital, minus (iii) an amount equal to the result of (x) Company Percentage, multiplied by (y) the amount, if any, by which Target Working Capital exceeds Estimated Net Working Capital, minus (iv) the Estimated Net Indebtedness Amount, minus (v) the Estimated Company Transaction Expenses.

Section 2. Merger Agreement Provisions. Except as specifically amended or waived hereunder, all of the terms and conditions of the Agreement remain in full force and effect and this Second Amendment shall be governed by, and construed and enforced in accordance with, such terms and conditions.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to and Waiver under that certain Agreement and Plan of Merger as of the day and year first above written.