Rollover Transaction. The parties hereto agree that the Rollover Transaction will be consummated as follows:

Contemporaneously and in connection with the AOT Contribution, the Rollover Sellers will contribute their respective Rollover Interests all as set forth on Annex I hereto to Holdco in exchange for membership interests in Holdco.

Prior to the Closing, Holdco will contribute the Rollover Interests received pursuant to clause (a) to Newco, and immediately thereafter Newco will contribute such Rollover Interests to Buyer.

Thereafter, and contemporaneously with Closing, the Rollover Sellers will contribute their membership interests in Holdco to AOT in exchange for membership interests in AOT all as set forth on Annex I hereto.

Recitals. The fourth recital is hereby amended and restated in its entirety to read as follows:

Purchase and Sale. The parties hereto agree that at the Closing, Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, the Membership Interests other than the Rollover Interests held by the Rollover Sellers, which Rollover Interests shall be acquired by Buyer prior to the Closing in connection with the Rollover Transaction. Notwithstanding the foregoing, none of the mechanics for (i) the payment of the Closing Payment to the Sellers pursuant to the terms of the Waterfall, (ii) the payment of any Final Adjustment Surplus by Buyer to the Seller Representative (for credit to each of the Sellers in accordance with the Waterfall) and (iii) the release of any Escrow Funds in the Escrow Account to the Seller Representative (for credit to each of the Sellers in accordance with the Waterfall) shall be amended in any way as a result of the Rollover Transaction or the terms of this Amendment and such mechanics shall be determined as if the Rollover Transaction has not occurred; provided, that with respect to clause (i), the actual cash payments made to the Sellers listed on Schedule II of the Purchase Agreement shall be reduced by the Rollover Amount set forth opposite such Rollover Sellers’ name on Annex I, (the aggregate value for such membership interests in Holdco held by all of the Rollover Sellers, the “Total Rollover Amount”). Buyer acknowledges and agrees that the Seller Payout Spreadsheet shall not be required to make the adjustments referred to in the preceding sentence. The parties further agree that, (i) for purposes of Section 6.03(c)(i) of the Purchase Agreement, the Total Tax Consideration shall be reduced by the Total Rollover Amount and other amounts required that would have been required to be taken into account for U.S. federal income tax purposes with respect to the Rollover Interests had the Rollover Transaction not occurred, and all amounts referred to in Exhibit C of the Purchase Agreement shall be proportionately reduced in determining the allocation of the Total Tax Consideration with respect to the Membership Interests other than the Rollover Interests and (ii) the pro rata obligations of the Sellers under Article XI of the Purchase Agreement shall be determined as if the Rollover Transaction has not occurred.

Representations and Warranties; Interim Operating Covenants. The parties hereto agree that the representations and warranties of the Sellers or the Seller Representative or the Company contained in the Purchase Agreement (as modified by the Disclosure Schedules) and any interim operating covenants set forth in Section 6.01 of the Purchase Agreement shall be deemed to be made or given as if the Rollover Transaction has not occurred, and, to the extent any breach of such provisions occurs, Buyer hereby waives all claims for breach of (i) any representation or warranty of the Sellers or the Seller Representative or the Company contained in the Purchase Agreement (as modified by the Disclosure Schedules) and (ii) any interim operating covenants set forth in Section 6.01 of the Purchase Agreement, in each case, solely to the extent that such breach occurs as a result of the consummation of the Rollover Transaction.

Continued Validity of Purchase Agreement. Unless otherwise modified or supplemented by the terms of this Amendment, all terms and conditions of the Purchase Agreement shall continue in full force and effect.

Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Governing Law. This Amendment will be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule and all claims or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, arise out of or relate to this Amendment or the negotiation, execution or performance of this Amendment (including any representation or warranty made in or in connection with this Amendment or as an inducement to enter into this Amendment) shall be determined and adjudicated under the Laws of the State of Delaware.

Headings. The headings in this Amendment are for reference only and shall not affect the interpretation of this Amendment.

Counterparts; Facsimile or Electronic Signature. This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. The signature of any party hereto to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof. In the event that any signature to this Amendment or any other agreement, certificate or instrument delivered in connection herewith is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding

Severability. If any term or provision of this Amendment is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Amendment or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.