Exhibit 10.1

Execution Version

EQUITY PURCHASE AGREEMENT

among

SELLERS

DAVID NIEDERST IRREVOCABLE TRUST

STILLWATER SEVEN, LLC

and

BUYER

NUVERRA OHIO DISPOSAL LLC

dated as of

October 5, 2018

TABLE OF CONTENTS

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EQUITY PURCHASE AGREEMENT

This Equity Purchase Agreement (this “ Agreement ”), dated as of October 5, 2018, is entered into by and among the David Niederst Irrevocable Trust (the “ Trust ”), Stillwater Seven, LLC an Ohio limited liability company (“ Stillwater ,” and together with the Trust, the “ Sellers ”), and Nuverra Ohio Disposal LLC, a Delaware limited liability company (“ Buyer ”) and wholly-owned subsidiary of Nuverra Environmental Solutions, Inc., a Delaware corporation.

Recitals

WHEREAS, Sellers own all of the outstanding membership interests in Clearwater Three, LLC, an Ohio limited liability company, and Clearwater Five, LLC, an Ohio limited liability company (collectively, the “ Clearwater Entities ”), and the Trust owns all of the outstanding interests in Clearwater Solutions, LLC, an Ohio limited liability company (“ Clearwater Solutions, ” and together with the Clearwater Entities, the “ Target Companies ” and each a “ Target Company ”). Sellers’ interests in the Clearwater Entities and Clearwater Solutions are collectively referred to as the “ Interests ”.

WHEREAS, Sellers wish to sell to Buyer, and Buyer wishes to purchase from Sellers, the Interests, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The following terms have the meanings specified or referred to in this ARTICLE I:

“ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the preamble.

“ Annual Financial Statements ” has the meaning set forth in Section  4.04(a) .

“ Assignments ” has the meaning set forth in Section  2.04(b)(i) .

“ Balance Sheet ” has the meaning set forth in Section  4.04(a) .

“ Balance Sheet Date ” has the meaning set forth in Section  4.04(a) .

“ Base Purchase Price ” has the meaning set forth in Section  2.02(a) .

“ Benefit Plan ” has the meaning as set forth in Section  4.14(a) .

“ Books and Records ” means all books and records relating to the ownership and operation of the Wells and conduct of the Business including the following types of books and records: contracts, land, title, engineering, financial, accounting, tax, environmental, operating, accounting, business, marketing, advertising, promotional materials, Well injection, permitting and maintenance records, all customer files and documents (including credit information), supplier lists, records, literature and correspondence and other data, files, documents, instruments, notes, papers, ledgers, journals, reports, abstracts, surveys, maps, books, personnel files of the Employees, studies and corporate books (including equity transfer records).

“ Business ” means the business operations conducted by the Target Companies, consisting primarily of the ownership and operation of certain liquid waste injection wells.

“ Business Day ” means any day except Saturday, Sunday or any other day on which commercial banks located in New York and Ohio are authorized or required by Law to be closed for business.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Benefit Plans ” has the meaning set forth in Section  6.05(b) .

“ Buyer Qualified Plan ” has the meaning set forth in Section  6.05(c)

“ Cash ” means, as of any applicable time of determination, the Target Companies’ actual consolidated cash (bank) balances (net of any bank overdrafts and net of any deposits, reserve accounts or other restricted cash balances), as adjusted for any outstanding checks, wires in transit and any other proper reconciling items, in each case as determined in accordance with GAAP.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“ Clearwater Entities ” has the meaning set forth in the recitals.

“ Clearwater Solutions ” has the meaning set forth in the recitals.

“ Closing ” has the meaning as set forth in Section  2.05 .

“ Closing Cash ” means, as of 12:01 a.m. Eastern Time on the Closing Date, the aggregate amount of Cash, as shown on one or more bank statements to be delivered pursuant to Section  7.01(o) .

“ Closing Date ” has the meaning as set forth in Section  2.05 .

“ Closing Indebtedness ” means the amount of Indebtedness of the Target Companies outstanding at Closing.

“ Code ” means the Internal Revenue Code of 1986, as amended.

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“ Confidentiality Agreement ” means the Confidentiality Agreement, dated as of April 9, 2018, between Buyer and Sellers.

“ Contract ” means all legally binding contracts, leases, mortgages, licenses, instruments, notes, commitments, undertakings, indentures and other agreements.

“ Current Assets ” means the combined accounts receivable and other current assets of the Target Companies, determined as of 11:59 p.m. on the applicable measurement date in accordance with GAAP; provided, however, that Current Assets shall not include, in whole or in part, (i) any deferred Tax assets, including any Tax net operating loss carryforwards, Tax credit carryforwards, or other similar Tax assets or attributes, (ii) prepaids or deposits or (iii) any intercompany receivables.

“ Current Liabilities ” means the combined accounts payable and other current liabilities of the Target Companies, determined as of 11:59 p.m. on the applicable measurement date in accordance with GAAP; provided, however, that Current Liabilities shall not include, in whole or in part, (i) any deferred Tax liabilities; (ii) Indebtedness; or (iii) any intercompany payables.

“ Deductible ” has the meaning set forth in Section  8.04(a) .

“ Direct Claim ” has the meaning set forth in Section  8.05(c) .

“ Disclosure Schedules ” means the Disclosure Schedules delivered by Sellers and Buyer concurrently with the execution and delivery of this Agreement.

“ Dollars or $ ” means the lawful currency of the United States.

“ Drop Dead Date ” has the meaning set forth in Section  9.01(b)(i) .

“ Employees ” means those Persons employed by any Target Company immediately prior to the Closing.

“ Employment Agreements ” has the meaning set forth in Section  7.01(m) .

“ Encumbrance ” means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment, conditional sale or title retention agreement, preferred purchase right or other similar encumbrance.

“ Environmental Claim ” means any action, suit, claim, investigation or other legal proceeding by any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

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“ Environmental Law ” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.; the Safe Water Drinking Act of 1974, as amended, 42 U.S.C. §§ 300f et seq; and the Ohio Underground Injection Control Program, as amended, O.R.C. §6111.43 et seq.

“ Environmental Notice ” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

“ Environmental Permit ” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

“ Equity Interest ” means the equity ownership rights in a business entity, whether a corporation, company, joint stock company, limited liability company, general or limited partnership, joint venture, bank, association, trust, trust company, land trust, business trust, sole proprietorship or other business entity or organization, and whether in the form of capital stock, ownership unit, limited liability company interest, limited or general partnership interest or any other form of ownership.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ Escrow Agent ” means Huntington National Bank, as escrow agent under the Escrow Agreement.

“ Escrow Agreement ” means the Escrow Agreement, dated as of the date hereof, among the Sellers, Buyer and the Escrow Agent.

“ Escrow Amount ” has the meaning set forth in Section  2.03 .

“ Excluded Losses ” means any and all Losses relating to or arising from any of the entities (or the assets, businesses or activities any such entities) set forth on Schedule I-EL , and any of their respective successors or assigns.

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“ Filing ” means a registration, declaration or filing with a Governmental Authority.

“ Final Escrow Release Date ” has the meaning set forth in Section  2.03(c) .

“ Final Working Capital ” has the meaning set forth in Section  2.06(b)(i) .

“ Financial Statements ” has the meaning set forth in Section  4.04(a) .

“ First Escrow Release Date ” has the meaning set forth in Section  2.03(b) .

“ Fundamental Representations ” means the representations and warranties set forth in ARTICLE III, Sections 4.01 (organization), 4.02 (capitalization), 4.08(a) (title to property), 4.17 (brokers) and Sections 5.01 (organization), 5.02 (non-contravention) and 5.04 (sufficiency of funds).

“ GAAP ” means United States generally accepted accounting principles in effect from time to time.

“ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Hazardous Materials ” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

“ Hedging Obligations ” means any of the following to which a Target Company is a party or is subject to: (a) financially settled rate or price swap option transaction, basis swap, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or (b) forward fixed price sale or purchase of hydrocarbons.

“ Indebtedness ” of any Person means all obligations of any Person for indebtedness including, without duplication, (a) the principal of and, accreted value and accrued and unpaid interest and other amounts (including penalties and other similar amounts) owing in respect of (i) indebtedness of such Person for money borrowed and (ii) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (b) any obligation to reimburse any bank or other Person in respect of amounts paid or payable under a letter of credit; (c) all obligations of such Person issued or assumed as the deferred

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purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities); (d) all capital lease obligations of such Person; (e) all obligations to repay deposits or other amounts advanced by customers, (f) all obligations of the type referred to in clauses (a) through (e) of any Persons the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise; and (g) all obligations of the type referred to in clauses (a) through (e) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

“ Indemnified Party ” has the meaning set forth in Section  8.04 .

“ Indemnifying Party ” has the meaning set forth in Section  8.04 .

“ Independent Accounting Firm ” means Grant Thornton LLP or another independent accounting firm mutually agreeable to the Sellers.

“ Intellectual Property ” has the meaning set forth in Section  4.09(a) .

“ Interests ” has the meaning set forth in the recitals.

“ Interim Balance Sheet ” has the meaning set forth in Section  4.04(a) .

“ Interim Balance Sheet Date ” has the meaning set forth in Section  4.04(a) .

“ Interim Financial Statements ” has the meaning set forth in Section  4.04(a) .

“ Knowledge of Sellers or Sellers’ Knowledge ” or any other similar knowledge qualification, means the actual knowledge of: (i) Thomas W. Bohr, (ii) Bradley D. Erdman and (iii) David Niederst, in each case after due inquiry of their direct reports and any supervisory level personnel.

“ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“ Licensed Software ” has the meaning set forth in Section  4.09(e) .

“ Losses ” means actual out-of-pocket losses, damages, liabilities, costs or expenses, including reasonable attorneys’ fees.

“ Material Adverse Effect ” means any event, occurrence, fact, condition or change that is materially adverse to (a) the business, results of operations, financial condition or assets of a Target Company, or (b) the ability of Sellers to consummate the transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Target Companies operate; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted

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by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Buyer; (vi) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (vii) the announcement, pendency or completion of the transactions contemplated by this Agreement; (viii) any natural or man-made disaster or acts of God; or (ix) any failure by a Target Company to meet any internal or published projections, forecasts or revenue or earnings predictions except in the case of (i), (ii), (iii) or (iv) where such event occurrence, fact, condition or change disproportionately affects the Target Companies, but only to the extent of the disproportionate impact, and provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded.

“ Material Contracts ” has the meaning set forth in Section  4.07(a) .

“ Minimum Working Capital Requirement ” means $1,275,000.

“ Net Working Capital ” means Current Assets minus Current Liabilities.

“ Notice of Disagreement ” has the meaning set forth in Section  2.06(b)(iii) .

“ Organizational Documents ” means, with respect to any Person that is not an individual, the articles or certificate of incorporation or organization, by-laws, limited partnership agreement, partnership agreement, limited liability company agreement, shareholders agreement, trust agreement or such other organizational documents of such Person.

“ Owned Real Property ” has the meaning set forth in Section  4.08(b)(i) .

“ Owned Software ” has the meaning set forth in Section  4.09(e) .

“ Pay-Off Letter ” or “ Pay-Off Letters ” means the letters, and any updates thereto, sent by Indebtedness lenders or other creditors to the Target Company prior to Closing, which letters specify the aggregate amount of Indebtedness outstanding as of the Closing Date and wire transfer information for each such lender or creditor to be paid at the Closing.

“ Pending Claims ” has the meaning set forth in Section  2.03(b) .

“ Permits ” means all permits, licenses, franchises, approvals, authorizations, and consents required to be obtained from a Governmental Authority.

“ Permitted Encumbrances ” has the meaning set forth in Section  4.08(a) .

“ Person ” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“ Post-Closing Period ” means any Tax period (or portion thereof) following the Closing Date.

“ Post-Closing Statement ” has the meaning set forth in Section  2.06(b)(i) .

“ Pre-Adjustment Closing Statement ” has the meaning set forth in Section  2.06(a) .

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“ Pre-Closing Period ” means any Tax period (or portion thereof) ending on or before the Closing Date.

“ Pro Rata Percentage ” means, with respect to a Seller, such Seller’s percent ownership interest of each Target Company as set forth in Schedule 3.02 .

“ Purchase Price ” has the meaning set forth in Section  2.02(b) .

“ Qualified Benefit Plan ” has the meaning set forth in Section  4.14(b) .

“ Real Property ” means the real property owned, leased or subleased by any Target Company, together with all buildings, structures, fixtures and facilities located thereon.

“ Related Party Contract ” means any Contract between a Target Company, on the one hand, and Seller, any of the Seller’s or such Target Company’s respective officers, stockholders, managers, partners, members, or employees, on the other hand.

“ Release ” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“ Representative ” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“ Schedule Supplement ” has the meaning set forth in Section  6.03 .

“ Seller 401(k) Plan ” has the meaning set forth in Section  6.06(c).

“ Sellers ” has the meaning set forth in the preamble.

“ Seller Taxes ” means any and all Taxes imposed on any of the Target Companies or for which the Target Company may otherwise have any obligation or be liable (a) for any Pre-Closing Period and for the portion of any Straddle Period ending at the Effective Time; (b) of any member of any consolidated group of which the Target Company (or any predecessor of the Target Company) is or was a member on or prior to the Effective Time by reason of Treasury regulation section 1.1502-6(a) or any analogous or similar foreign, state or local law; or (c) of any other Person for which the Target Company is or has been liable as a transferee or successor, by contract or otherwise.

“ Software ” means all computer software (including application software and system software) used in the Business as currently conducted.

“ Stillwater ” has the meaning set forth in the preamble.

“ Stillwater’s Interest ” has the meaning set forth in Section  3.02(b) .

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“ Straddle Period ” means any Tax period beginning on or before the Closing Date and ending after the Closing Date.

“ Target Company ” has the meaning set forth in the recitals.

“ Target Company Continuing Employee ” has the meaning set forth in Section  6.05(a) .

“ Target Companies Intellectual Property ” has the meaning set forth in Section  4.09(b) .

“ Taxes ” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“ Tax Return ” means any return, declaration, report, claim for refund, information return or statement or other document required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Third-Party Claim ” has the meaning set forth in Section  8.05(a) .

“ Top Customers ” has the meaning set forth in Section  4.20 .

“ Top Suppliers ” has the meaning set forth in Section  4.20 .

“ Transaction Costs ” means all legal fees, accounting fees and other costs and expenses incurred by the Sellers or the Target Companies with respect to the transactions contemplated by this Agreement.

“ Transaction Documents ” mean those documents and agreements required to be executed and delivered pursuant to Section  7.01 and Section  7.02 , and any other documents or agreements necessary to consummate the transactions contemplated herein.

“ Transition Services Agreement ” has the meaning set forth in Section  7.01(n) .

“ Trust ” has the meaning set forth in the preamble.

“ Trust’s Interest ” has the meaning set forth in Section  3.02(a) .

“ Wells” means the deep injection wells located on the Real Property as more particularly described on Schedule 4.08(c)(i) hereto, including the wellbores and all related equipment and components related thereto.

“ Working Capital Deficit ” means (i) the amount by which the Minimum Working Capital Requirement is greater than the Net Working Capital, if the Minimum Working Capital Requirement exceeds the Net Working Capital by more than $50,000, or (ii) zero if the Net Working Capital is equal to the Minimum Net Working Capital Requirement or if the Minimum Working Capital Requirement exceeds the Net Working Capital by $50,000 or less.

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“ Working Capital Surplus ” means (i) the amount by which the Net Working Capital is greater than the Minimum Working Capital Requirement, if the Net Working Capital exceeds the Minimum Working Capital Requirement by more than $50,000, or (ii) zero if the Net Working Capital is equal to the Minimum Net Working Capital Requirement or if the Net Working Capital exceeds the Minimum Working Capital Requirement by $50,000 or less.

ARTICLE II

PURCHASE AND SALE

Section  2.01 Purchase and Sale . Subject to the terms and conditions set forth herein, at the Closing, Sellers shall assign, transfer and sell to Buyer free and clear of Encumbrances other than transfer restrictions arising under applicable securities Laws, and Buyer shall purchase from Sellers, the Interests for the consideration specified in Section 2.02 .

Section  2.02 Purchase Price .

(a) Subject to adjustment pursuant to Section  2.06 , Buyer shall pay at the Closing to the Sellers (in accordance with their Pro Rata Percentage) cash in the aggregate amount (the “ Pre-Adjustment Purchase Price ”) equal to:

(i) $41,900,000 (the “ Base Purchase Price ”);

(ii) minus , the amount of the Closing Indebtedness;

(iii) minus , the Escrow Amount;

(iv) plus any Closing Cash, as reflected on the Pre-Adjustment Closing Statement;

(v) plus , any Working Capital Surplus, if any, as reflected on the Pre-Adjustment Closing Statement; and

(vi) minus , any Working Capital Deficit, if any, as reflected on the Pre-Adjustment Closing Statement.

(b) The final Purchase Price (the “ Purchase Price ”) shall be the Pre-Adjustment Purchase Price as further adjusted pursuant to Section  2.06 .

(c) The aggregate Purchase Price for the Interests shall be allocated for Tax reporting purposes among the Target Companies as set forth on Exhibit A .

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Section  2.03 Escrow Agreement .

(a) At the Closing, Sellers shall deposit $3,400,000 (together with any interest or other income earned thereon, the “ Escrow Amount ”), representing a portion of the Purchase Price, into an escrow account established pursuant to the terms and conditions of the Escrow Agreement. From and after the Closing (but subject to the provisions of the Escrow Agreement), Buyer will be entitled, in accordance with the terms of the Escrow Agreement, to receive proceeds from the Escrow Amount in respect of any claim suffered or incurred by Buyer for which Buyer is entitled to indemnification under this Agreement.

(b) Subject to and in accordance with the provisions of this Agreement and the Escrow Agreement, promptly (and in any event within five business days) after the nine month anniversary of the Closing Date (the “ First Escrow Release Date ”), the Buyer and Stillwater shall jointly instruct the Escrow Agent to release and pay Stillwater an amount equal to 50% of the Escrow Amount, less any amounts setoff in accordance with this Agreement, and less the aggregate amount of all indemnity claims, if applicable, made by the Buyer (collectively, the “ Pending Claims ”) that remain unresolved as of 5:00 p.m. Eastern Time on the First Escrow Release Date.

(c) Subject to and in accordance with the provisions of this Agreement and the Escrow Agreement, promptly (and in any event within five business days) after the eighteen month anniversary of the Closing Date (the “ Final Escrow Release Date ”), the Buyer and Stillwater shall jointly instruct the Escrow Agent to release and pay Stillwater an amount equal to the Escrow Amount, less any amounts setoff or previously released from escrow in accordance with this Agreement, and less the aggregate amount of all Pending Claims that remain unresolved as of 5:00 p.m. Eastern Time on the Final Escrow Release Date.

(d) Following the Final Escrow Release Date, and within five business days after the resolution of all Pending Claims, the Buyer and Stillwater shall jointly instruct the Escrow Agent to release and pay Stillwater any remaining portion of the Escrow Amount.

Section  2.04 Transactions to be Effected at the Closing .

(a) At the Closing, Buyer shall:

(i) deliver to each Seller its share (based on its Pro Rata Percentage) of the Pre-Adjustment Purchase Price by wire transfer of immediately available funds, to the account(s) designated in writing by the Sellers to Buyer no later than two Business Days prior to the Closing Date;

(ii) deliver to the Escrow Agent the Escrow Amount;

(iii) deliver to the Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section  7.02 of this Agreement.

(b) At the Closing, Sellers shall deliver to Buyer:

(i) assignments of the Interests to Buyer in substantially the form attached as Exhibit B hereto (the “ Assignments ”), duly executed by Sellers; and

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(ii) all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section  7.01 of this Agreement.

Section  2.05 Closing . Subject to the terms and conditions of this Agreement, the purchase and sale of the Interests contemplated hereby shall take place at a closing (the “ Closing ”) to be held at 10:00 a.m., Eastern time, no later than two Business Days after the last of the conditions to Closing set forth in ARTICLE VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), at the offices of Kohrman Jackson & Krantz LLP 1375 East 9th Street, 29th Floor, Cleveland, OH 44114, or at such other time or on such other date or at such other place as Sellers and Buyer may mutually agree upon in writing (the day on which the Closing takes place being the “ Closing Date ”).

Section  2.06 Adjustments; Proration .

(a) Preparation of Pre-Adjustment Closing Statement . Not less than two Business Days prior to the Closing Date, the Sellers shall prepare and deliver or cause to be prepared and delivered to Buyer an estimated closing statement (the “ Pre-Adjustment Closing Statement ”) that sets forth in reasonable detail the Sellers’ reasonable good faith calculation of the Pre-Adjustment Purchase Price, including (i) the Closing Indebtedness, (ii) the Net Working Capital as of the Closing Date, Working Capital Surplus, if any, and Working Capital Deficit, if any, resulting therefrom, and (iii) the Closing Cash as of the Closing Date.

(b) Post-Closing Statement .

(i) Buyer will cause to be prepared in writing and delivered to the Sellers not later than 90 days after the Closing Date a statement (the “ Post-Closing Statement ”) that shall set forth the calculation of the following: (A) the Purchase Price, (B) the Closing Indebtedness, (C) the Net Working Capital (the “ Final Working Capital ”), (D) Working Capital Surplus, if any, (E) Working Capital Deficit, if any, and (F) Closing Cash.

(ii) Following the delivery of the Post-Closing Statement to the Sellers, Buyer shall provide the Sellers and their designees reasonable access during normal business hours to books and records and work papers of Seller and its other Affiliates that relate solely to the calculations included in the Post-Closing Statement and the amount of the Closing Indebtedness, the Final Working Capital, Working Capital Surplus, if any, Working Capital Deficit, if any, and Closing Cash.

(iii) The Post-Closing Statement will be final and binding on Buyer and the Sellers unless, within 30 days following delivery of the Post-Closing Statement, the Trust notifies Buyer in writing that the Sellers do not accept as correct any one or more of the calculations included in the Post-Closing Statement (a “ Notice of Disagreement ”); provided, that the Post-Closing Statement and the resulting Working Capital Surplus, if any, Working Capital Deficit, if any, Closing Indebtedness, and Closing Cash shall become final and binding upon the Parties upon the Trust’s delivery, prior to the expiration of the thirty (30) day period, of written notice to Buyer of its acceptance of the Post-Closing Statement. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted and attach documentation supporting the Sellers’ calculations.

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(iv) If the Trust timely delivers a Notice of Disagreement, then the Post-Closing Statement (as revised in accordance with this Section  2.06(b)(iv) ) and Working Capital Surplus, if any, Working Capital Deficit, if any, Closing Indebtedness and Closing Cash shall become final and binding upon the Parties on the earlier of (A) the date any and all matters specified in the Notice of Disagreement are finally resolved in writing by the Trust and Buyer and (B) the date any and all matters specified in the Notice of Disagreement not resolved by the Trust and Buyer are finally resolved in writing by the Independent Accounting Firm. The Post-Closing Statement shall be revised to the extent necessary to reflect any resolution by the Trust and Buyer and any final resolution made by the Independent Accounting Firm in accordance with this Section  2.6(b)(iv) . During the 30 days following the delivery of a Notice of Disagreement, the Trust and Buyer shall try to resolve any such disagreement in good faith and on an informal basis and all such discussions related thereto (unless otherwise agreed by Buyer and the Trust) shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. At the end of such 30 day period, the Trust and Buyer shall submit any and all matters (but only such matters) which remain in dispute and which were properly included in the Notice of Disagreement to the Independent Accounting Firm for review and resolution. Buyer and the Trust shall instruct the Independent Accounting Firm to, and the Independent Accounting Firm shall, make a final determination of the items included in the Post-Closing Statement (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. Buyer and the Trust will cooperate with the Independent Accounting Firm during the term of their engagement. Buyer and the Trust shall instruct the Independent Accounting Firm not to, and the Independent Accounting Firm shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer in the Post-Closing Statement, on the one hand, or the Trust in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Buyer in the Post-Closing Statement, on the one hand, or the Trust in the Notice of Disagreement, on the other hand. Buyer and the Trust shall also instruct the Independent Accounting Firm to, and the Independent Accounting Firm shall, make its determination based solely on presentations by Buyer and the Trust that are in accordance with the guidelines and procedures set forth in this Agreement ( i.e. , not on the basis of an independent review). The Post-Closing Statement and Working Capital Surplus, if any, Working Capital Deficit, if any, Closing Indebtedness and Closing Cash shall become final and binding on the Parties on the date the Independent Accounting Firm delivers its final resolution in writing to Buyer and the Trust (which final resolution shall be requested by the parties to be delivered not more than 45 days following submission of such disputed matters), and such resolution by the Independent Accounting Firm shall not be subject to court review or otherwise appealable. The fees and expenses of the Independent Accounting Firm pursuant to this Section  2.06(b)(iv) shall be allocated between Buyer, on the one hand, and the Sellers, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted.

(v) On the fifth Business Day after the determination of the final Purchase Price pursuant to this Section  2.06 :

(A) if the Pre-Adjustment Purchase Price is less than the final Purchase Price, Buyer shall pay to the Sellers, by wire transfer of immediately available funds to the account(s) specified in writing by the Sellers, an amount equal to such difference; and

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(B) if the Pre-Adjustment Purchase Price is greater than the final Purchase Price, the Sellers shall pay to Buyer, by wire transfer of immediately available funds to the account specified in writing by Buyer, an amount equal to such difference; provided, however, that either Buyer or the Trust shall have the right, but not the obligation, to instead cause such payment to be made by the Escrow Agent from the Escrow Account. Any payment request to the Escrow Agent shall be delivered to the Escrow Agent in writing with a copy to each of Buyer and the Sellers.

ARTICLE III

REPRESENTATIONS AND WARRANTIES RELATING

TO THE SELLERS

Each of the Sellers severally only as to itself represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof, except as set forth in the Disclosure Schedules.

Section  3.01 Organization and Authority of Sellers .

(a) The Trust is a trust duly organized, validly existing and in good standing under the Laws of the State of Ohio, and has all requisite power and authority to own, lease and operate its properties and assets and to carry on the business as it is now being conducted. The Trust has all requisite authority to execute and deliver this Agreement and each Transaction Document to which a Target Company is a party, the transactions contemplated hereby have been duly authorized by the Trust, and this Agreement and each Transaction Document to which a Target Company is a party constitutes a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms.

(b) Stillwater is duly organized, validly existing and in good standing under the Laws of the State of Ohio, and has all requisite power and authority to own, lease and operate its properties and assets and to carry on the business as it is now being conducted. Stillwater is duly qualified or licensed as a foreign entity to do business, and is in good standing, in each jurisdiction where the character of its properties or assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. Stillwater has all requisite authority to execute and deliver this Agreement and each Transaction Document to which Stillwater is a party, the transactions contemplated hereby have been duly authorized by Stillwater, and this Agreement and each Transaction Document to which Stillwater is a party constitutes a legal, valid and binding obligation of Stillwater, enforceable against Stillwater in accordance with its terms.

Section  3.02 Capitalization .

(a) Schedule  3.02 sets forth the capitalization of the each Target Company including the Trust’s ownership interest in the Clearwater Entities and Clearwater Solutions (the “ Trust’s Interest ”). The Trust is the record and beneficial owner of the Trust’s Interest free and clear of all Encumbrances (other than transfer restrictions arising pursuant to applicable securities Laws). At the Closing, the Trust will transfer to the Buyer all right, title and interest in and to the Trust’s Interest and all respective right, titles and interests thereto, and the Buyer will own good and valid record and beneficial ownership of the Trust’s Interests, free and clear of all

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Encumbrances (other than transfer restrictions arising pursuant to applicable securities Laws). The sale and delivery of the Trust’s Interest are not subject to any preemptive rights, rights of first refusal or other similar rights or restrictions. The Trust is not a party to any voting agreement or voting trust, proxy or other agreement or understanding with respect to the purchase, sale or voting of any of the Trust’s Interests other than this Agreement.

(b) Schedule  3.02 sets forth the capitalization of each Target Company including Stillwater’s interest in the Clearwater Entities (“ Stillwater’s Interest ”). Stillwater is the record and beneficial owner of Stillwater’s Interest free and clear of all Encumbrances (other than transfer restrictions arising pursuant to applicable securities Laws). At the Closing, Stillwater will transfer to the Buyer all right, title and interest in and to Stillwater’s Interest and all respective rights, titles and interests thereto, and the Buyer will own good and valid record and beneficial ownership of Stillwater’s Interests, free and clear of all Encumbrances (other than transfer restrictions arising pursuant to applicable securities Laws). The sale and delivery of Stillwater’s Interest are not subject to any preemptive rights, rights of first refusal or other similar rights or restrictions. Stillwater is not a party to any voting agreement or voting trust, proxy or other agreement or understanding with respect to the purchase, sale or voting of any of the Trust’s Interests other than this Agreement.

(c) The Trust’s Interests together with Stillwater’s Interest constitute one-hundred percent (100%) of the outstanding membership interests in the Target Companies. Immediately following Closing, Buyer will own good and valid record and beneficial ownership of all Equity Interests in the Target Companies free and clear of all Encumbrances other than transfer restrictions imposed under applicable securities Laws.

Section  3.03 Legal Proceedings; Governmental Orders . Except as set forth in Schedule  3.03 , there are no actions, suits, claims, investigations or other legal proceedings pending or, to Sellers’ Knowledge, threatened against or by such Seller, which if determined adversely to such Seller would result in a Material Adverse Effect or adversely impact such Seller’s authority or ability to consummate the transactions contemplated herein, and there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting such Seller which would adversely impact such Seller’s authority or standing to consummate the transactions contemplated herein or have a Material Adverse Effect.

Section  3.04 Non-contravention . Neither the execution and delivery by such Seller of this Agreement, any other Transaction Documents to which such Seller is or shall be a party or any instrument required hereby or thereby to be executed and delivered by it at Closing nor the performance by such Seller of its obligations hereunder or thereunder will conflict with, violate or breach the terms of, cause the termination of or a default (with or without notice or lapse of time or both) under, or give rise to a loss of benefit under, or result in the creation of any Encumbrance upon the properties or assets of the Target Companies under, (a) subject to the consents, approvals, authorizations or permits and filings or notifications referred to in Section  3.04 being duly and timely obtained or made, any Law or Governmental Order applicable to such Seller, (b) the Organizational Documents of the Seller, if applicable, or (c) any Contract to which such Seller is a party or by which it or any of its properties or assets is bound.

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Section  3.05 Consents and Approvals . Except for the consents and approvals and satisfactions on Schedule  3.05 , no consent or approval of or satisfaction to any other Person is necessary for such Seller to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is or shall be a party.

Section  3.06 Broker ’ s or Finder ’ s Fees . Except as set forth on Schedule  3.06 , such Seller will not have any liability or responsibility for any investment banker’s, broker’s, finder’s, financial advisor’s, or other similar fee or commission, or reimbursement of expenses, in respect of the transactions contemplated by this Agreement or any Transaction Document based in any way on agreements, arrangements, or understandings made by or on behalf of or with respect to such Seller.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES RELATING TO THE TARGET

COMPANIES

Each of the Sellers jointly and severally represents and warrants to Buyer that the statements contained in this ARTICLE IV are true and correct as of the date hereof, except as set forth in the Disclosure Schedules.

Section  4.01 Organization and Existence . Each Target Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its properties and assets and to carry on the Business as it is now being conducted. Each Target Company is duly qualified or licensed as a foreign entity to do business, and is in good standing, in each jurisdiction where the character of its properties or assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary.

Section  4.02 Capitalization of the Target Companies . The Interests represent all of the authorized, issued and outstanding membership interests in the Target Companies. All of the Interests have been duly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive rights, rights of first offer or refusal or similar rights, or in violation of the Securities Act or other applicable securities Laws. Except as set forth on Schedule  4.02 , the Target Companies do not own, directly or indirectly, any Equity Interests in any other Person. As of the date hereof: (i) there are no outstanding commitments of any character obligating a Target Company (A) to issue, deliver, or sell, or cause to be issued, delivered, or sold, additional Equity Interests in such Target Company or any securities or obligations convertible into or exchangeable therefor or (B) to grant, extend, or enter into any such commitment; (ii) there are no commitments with respect to the Equity Interests in a Target Company, except as may be contained in this Agreement; (iii) there are no Contracts with respect to (or which affect) the voting, giving of written consents with respect to the voting, transfer, conversion, issuance, or registration, of the Equity Interests in the Target Companies; and (iv) there are no outstanding obligations of a Target Company to redeem, repurchase, or otherwise acquire any of its Equity Interests.

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Section  4.03 Non-contravention . Except as set forth on Schedule 4.03 , none of the execution, delivery or performance of this Agreement, nor the consummation of any documents or transactions contemplated herein, will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the Organizational Documents of any Target Company, (ii) violate any Law, Governmental Order, Permit or Filing applicable to any Target Company, (iii) result in a breach of or default under, or violate any Material Contract or Real Property lease or (iv) require any consent of or notice to any Governmental Authority or third person. No Permit or Filing is required by any Target Company in connection with the consummation of the transactions contemplated herein.

Section  4.04 Financial Statements .

(a) Schedule  4.04 contains a copy of the Clearwater Entities’ combined audited financial statements, consisting of the balance sheet and statement of income and member’s equity, as of and for the years ended December 31, 2017 and December 31, 2016 (the “ Annual Financial Statements ”); and the unaudited financial statements consisting of the balance sheet of the Clearwater Entities as of June 30, 2018 and the related statements of income for the six-month period then ended (the “ Interim Financial Statements ” and together with the Annual Financial Statements, the “ Financial Statements ”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes. The Financial Statements fairly present in all material respects the financial condition of the Clearwater Entities as of the respective dates they were prepared and the results of the operations of the Clearwater Entities for the periods indicated. The balance sheet of the Clearwater Entities as of December 31, 2017 is referred to herein as the “ Balance Sheet ” and the date thereof as the “ Balance Sheet Date ” and the balance sheet of the Clearwater Entities as of June 30, 2018 is referred to herein as the “ Interim Balance Sheet ” and the date thereof as the “ Interim Balance Sheet Date ”.

(b) To the Knowledge of Sellers, the Target Companies’ system of internal controls over financial reporting is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of the Target Companies’ assets.

Section  4.05 Undisclosed Liabilities . The Target Companies have no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Section  4.06 Absence of Certain Changes, Events and Conditions . Except as expressly contemplated by the Agreement or as set forth on Schedule  4.06 , from the Interim Balance Sheet Date until the date of this Agreement, the Target Companies have operated in the ordinary course of business in all material respects and there has not been, with respect to the Target Companies, any:

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(a) event, occurrence or development that has had a Material Adverse Effect;

(b) amendment to any Target Company’s Organizational Documents;

(c) issuance, sale or other disposition of any ownership interest in a Target Company, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) the Interests;

(d) declaration or payment of any distributions on or in respect of any portion of the Interests or redemption, purchase or acquisition of any portion of the Interests;

(e) material change in any method of accounting or accounting practice of a Target Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements;

(f) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $100,000; except unsecured current obligations and liabilities incurred in the ordinary course of business;

(g) sale or other disposition of any of the assets shown or reflected on the Balance Sheet, except in the ordinary course of business and except for any assets having an aggregate value of less than $50,000;

(h) increase in the compensation of any Employees;

(i) adoption, amendment or modification of any Benefit Plan;

(j) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or equity of, or by any other manner, any business or any Person or any division thereof;

(k) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(l) any material damage, destruction, or other loss (whether or not covered by insurance) to any assets or properties (including any Well) owned, leased, or otherwise used thereby, except in the ordinary course of business;

(m) any termination or relinquishment of rights under any Material Contract;

(n) making, committing to or scheduling any capital expenditure (or series of related capital expenditures) involving more than $10,000 individually or $50,000 in the aggregate;

(o) delay or postponement of the payment of accounts payable or other liabilities outside the ordinary course of business; and

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(p) agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section  4.07 Material Contracts .

(a) Schedule  4.07(a) lists each of the following contracts and other agreements of the Target Companies (collectively, the “ Material Contracts ”):

(i) each agreement of a Target Company involving aggregate consideration in excess of $100,000 or requiring performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled by the Target Company without penalty or without more than 180 days’ notice;

(ii) all agreements that relate to the sale of any of the Target Company’s assets, other than in the ordinary course of business, for consideration in excess of $50,000;

(iii) all agreements that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case involving amounts in excess of $100,000;

(iv) except for agreements relating to trade receivables, all agreements relating to indebtedness (including, without limitation, guarantees) of a Target Company, in each case having an outstanding principal amount in excess of $100,000;

(v) all Related Party Contracts;

(vi) all agreements reflecting Hedging Obligations;

(vii) each lease for personal property or equipment that provides for ongoing payments by a Target Company in excess of $10,000 annually or $50,000 in the aggregate over the term of the Contract;

(viii) any Contract with any Governmental Authority;

(ix) any Contract for Indebtedness;

(x) any Contract with respect to any capital lease obligations or deferred purchase price for property or off-balance sheet transactions;

(xi) each Contract pursuant to which a Target Company licenses or otherwise acquires the right to use any Intellectual Property, excluding license agreements for off-the-shelf Software applications that have an acquisition price of less than $10,000 per unit and are not incorporated into, embedded into, hosted with, or distributed with any Software;

(xii) each joint venture, partnership or cost sharing agreement to which a Target Company is a party or by which it is bound;

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(xiii) each Contract creating or granting an Encumbrance on material assets of a Target Company (including Encumbrances upon properties acquired under conditional sales, capital leases or other title retention or security devices, but excluding Permitted Encumbrances);

(xiv) each Contract related to or giving rise to any obligation to pay to any Employee or third person a Transaction Cost or similar severance payment;

(xv) each Contract providing for commissions, finder’s fees, agency payments or similar payments to third persons;

(xvi) employment agreements and consulting agreements with employees of the Business and independent contractors;

(xvii) each Contract in the form or nature of a letter of credit, performance bond, surety bond and other collateral or security arrangement;

(xviii) each Contract which involves a right or obligation of a third Person to deliver waste materials to the Wells; and

(xix) all collective bargaining agreements or agreements with any labor organization, union or association to which a Target Company is a party.

(b) Except as set forth on Schedule  4.07 , no Target Company is a party to and none of the Target Companies or the assets of the Target Companies are bound by any Contract with respect to the Business that:

(i) is for the sale of goods or services that has not been substantially completed by the Target Companies as of the Closing Date and, to Sellers’ Knowledge, (A) is on terms that are not commercially reasonable, or (B) under which the Target Company expects to incur a loss;

(ii) provides for the deferred payment of any purchase price including any “earn out” or other contingent fee arrangement;

(iii) provides for a limit on the ability of a Target Company to compete in any line of business or with any Person or in any geographic area during any period of time after the Closing;

(iv) restricts the ability of any Target Company to solicit or hire employees in any specified jurisdictions; or

(v) provides for commissions, finder’s fees, agency payments or similar payments to third persons wherein amounts payable thereunder have not been heretofore fully made or accrued expressly in the Financial Statements.

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(c) Except as set forth on Schedule  4.07(c) , no Target Company is in material breach of, or material default under, any Material Contract. A true, correct and complete copy of each Material Contract has been provided to Buyer. No Seller or Target Company has received from any other party to a Material Contract any notice of any breach or violation by a Target Company of any Material Contract or termination or intention to terminate such Material Contract. No event has occurred which (with or without notice or lapse of time, or both) would constitute a material default by a Target Company under the terms of any Material Contract. Each of the Material Contracts is in full force and effect and constitutes a legal, valid and binding obligation of the Target Company, and each other party thereto, and, to the Knowledge of Sellers, no other party to any Material Contract is in breach in any material respect of the terms, provisions or conditions of such Material Contract.

Section  4.08 Title to Assets; Real Property; Wells .

(a) Each Target Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all of its Real Property and tangible personal property (including all assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date), other than properties and assets sold or otherwise disposed of in the ordinary course of business since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “ Permitted Encumbrances ”):

(i) those items set forth in Schedule 4.08(a) ;

(ii) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures for which adequate reserves have been established in the Financial Statements;

(iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens with respect to obligations arising or incurred in the ordinary course of business and not yet deemed payable or delinquent or being contested in good faith by appropriate procedures for which adequate reserves have been established in the Financial Statements;

(iv) easements, rights of way and zoning ordinances affecting Real Property, none of which have an adverse impact on the Target Companies or the Business; or

(v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and listed on Schedule 4.08(a) hereof.

(b) Real Property .

(i) Schedule  4.08(b) sets forth: (A) the street address and owner of each parcel of Real Property in fee owned by a Target Company (“ Owned Real Property ”); and (B) a description of the Wells and other infrastructure located on such parcel. None of the Target Companies are either a lessor or lessee in respect of any parcel of Real Property.

(ii) Sellers have made available to Buyer true, correct and complete copies of all deeds, title reports and insurance policies, if any, that Seller possesses or has access to which relate to the Owned Real Property.

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(iii) Except as set forth on Schedule 4.08(b) , no Target Company has entered into any lease, sublease or other occupancy or use agreement granting to any third Person the right to use any of the Owned Real Property which remains in effect.

(iv) There has been no condemnation or eminent domain proceeding commenced against, or to the Knowledge of Sellers, threatened in respect of any Owned Real Property or any material portion thereof or interest therein. To the Knowledge of Sellers, all improvements on any Owned Real Property are wholly within the boundary lines of such real property and do not encroach on any adjoining premises of such real property. The Target Companies have full rights of ingress and egress to all Owned Real Property sufficient to conduct the Business.

(c) Wells .

(i) For any Wells owned by the Target Companies, such Target Company is in exclusive possession and possesses defensible title to the Wells and to any saltwater, frac fluid, oil or skim oil contained therein, and is in exclusive possession of all permits, easements and other rights associated with the Wells or otherwise necessary for their operation as liquid waste injection wells, in each case free and clear of all Encumbrances and except as noted on Schedule  4.08(c)( i ) . The Wells were constructed in accordance with applicable Laws and standards of workmanship customary in the industry, and are free from any defects, except for ordinary wear and tear and as disclosed in Schedule  4.08(c)( i ) . The Wells are being, and have been since May 6, 2014, operated and maintained in compliance with all applicable Laws and Permits.

(ii) The land use rights related to the Wells are valid, existing and enforceable, and provide the Target Companies with the full right to conduct the Business and own and operate the Wells as currently conducted. There are no eminent domain or condemnation proceedings pending or, to the Knowledge of Sellers, threatened affecting any portion of such land use rights. Except as set forth on Schedule  4.08(c)(ii) , there has not been, and to the Knowledge of Sellers, there currently is not any event (with or without notice, lapse of time or both) that would result in the termination, impairment or limitation of any such land use right. Except as set forth on Schedule  4.08(c)(ii) , no future payments of any kind are due in connection with any land use right in order to maintain its existence or freedom from Encumbrances, and each land use right is perpetual, and no consent from the grantors of any land use rights is required in connection with the transactions contemplated herein by this Agreement. Except as set forth in Schedule  4.08(c)(ii) , there are no royalties, participation payments or other similar amounts payable by the Target Company to third Persons in connection with the ownership, operation or use of the Wells.

(iii) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction, completion and maintenance of the Wells and any building, improvement or other structure occupied or used by the Target Companies has been fully paid or accrued, if billed, and no one is entitled to place or claim any Encumbrance for work performed by or on behalf of any Target Company.

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(d) Each of the Wells is a Class II injection well governed by the Ohio Department of Natural Resources. The Target Companies hold and are in compliance with the requirements of all required Permits for the Wells as are necessary to conduct the Business. None of the Target Companies, or to the Knowledge of Sellers any third Persons, have received for injection and injected into the Wells any substances that were not within the authorization provided under the applicable Well Permit. Each of the Wells is in compliance with the siting, construction, operation, maintenance and permitting requirements of each applicable Governmental Authority including the Ohio Department of Natural Resources. Except as set forth on Schedule 4.08(d) , since January 1, 2017 the Target Companies have not received any community complaints or experienced any community activism regarding the operation of any of the Wells, and to the Knowledge of Sellers, the Target Companies have not received any such complaints or experienced any such activism since March 31, 2015.

(e) There are (i) full rights of ingress and egress to the Well sites and (ii) utilities services to each Well, including water, gas, sewer, electricity and telephone service to the Real Property and Wells adequate for the Business as presently conducted. No payment of any connection or access fee is required for such services (except for market-based payments for actual utilities used).

(f) Except as set forth on Schedule 4.08(f) , the Target Companies have not posted, and are not required to provide, any deposits, performance bonds or other similar collateral with any Governmental Authority or third Person with respect to the conduct of the Business.

Section  4.09 Intellectual Property; Software .

(a) “ Intellectual Property ” means any and all of the following in any jurisdiction throughout the world: (i) trademarks and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights, including all applications and registrations related to the foregoing; (iii) trade secrets and confidential know-how; (iv) patents and patent applications; (v) internet domain name registrations; and (vi) other intellectual property and related proprietary rights, interests and protections.

(b) Schedule  4.09(b) lists all patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration and internet domain name registrations owned by or on behalf of a Target Company. Except as set forth in Schedule  4.09(b) , each Target Company owns or has the right to use all Intellectual Property owned by such Target Company necessary to conduct the business as currently conducted (the “ Target Companies Intellectual Property ”).

(c) Except as set forth in Schedule  4.09(c) , (i) the Target Companies Intellectual Property as currently licensed or used by the respective Target Company, and such Target Company’s conduct of its business as currently conducted, does not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (ii) to Sellers’ Knowledge no Person is infringing, misappropriating or otherwise violating any Target Companies Intellectual Property.

(d) This Schedule  4.09(d) constitutes the sole representation and warranty of the Sellers under this Agreement with respect to any actual or alleged infringement, misappropriation or other violation by Sellers and the Target Companies of the Intellectual Property of any other Person.

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(e) Schedule  4.09(e) sets forth a complete and accurate list of all Software developed or owned by the Target Companies, (the “ Owned Software ”) or to which a Target Company has the license or right to use (“ Licensed Software ”). The Target Companies own all right, title and interest in and to each item of the Owned Software, free and clear of all Encumbrances other than Permitted Encumbrances, and to the Knowledge of Sellers, the Target Companies own or have the right to use pursuant to Contracts all Owned Software or Licensed Software used or held for use in the operation of its Business as presently conducted. Each Target Company is in compliance, in all material respects, with the terms and conditions of any such Contract and none of the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated by this Agreement will: (i) constitute a material breach of or default under any such Contract; (ii) cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of, any Owned Software or Licensed Software; or (iii) result in the grant to any third person of any rights in Owned Software.

(f) To Sellers’ Knowledge: (i) no third Person has asserted or is currently asserting that a Target Company infringes or otherwise violates the Intellectual Property of such third person, (ii) no third Person has challenged the ownership, validity, enforceability, or registrability of any Intellectual Property of the Target Company and (iii) the Target Company has not received any written communications advising or suggesting that a license to or right under any Intellectual Property is necessary for the conduct of the Target Company’s Business as currently conducted.

Section  4.10 Insurance . Schedule  4.10 sets forth a list, as of the date hereof, of all material insurance policies maintained by the Target Companies or with respect to which a Target Company is a named insured or otherwise the beneficiary of coverage (collectively, the “ Insurance Policies ”). Such Insurance Policies are in full force and effect on the date of this Agreement and all premiums due on such Insurance Policies have been paid, except as would not have a Material Adverse Effect.

Section  4.11 Legal Proceedings; Governmental Orders .

(a) Except as set forth in Schedule  4.11(a), there are no actions, suits, claims, investigations or other legal proceedings pending or, to Sellers’ Knowledge, threatened against or by any Target Company affecting any of its properties or assets.

(b) Except as set forth in Schedule 4.11(b) there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any Target Company or any of its properties or assets.

Section  4.12 Compliance With Laws; Permits .

(a) Except as set forth in Schedule  4.12(a), each Target Company is in compliance in all material respects with all Laws applicable to it or its business, properties or assets.

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(b) All Permits required for each Target Company to conduct its business have been obtained by it and are valid and in full force and effect. The Target Companies are in compliance, in all material respects, with the requirements of all Permits.

(c) None of the representations and warranties contained in this Section  4.12 shall be deemed to relate to environmental matters ( Section 4.13 ), employee benefits matters ( Section 4.14 ), employment matters ( Section 4.15 ) or tax matters ( Section 4.16 ).

Section  4.13 Environmental Matters .

(a) Except as set forth in Schedule  4.13(a) , each Target Company is and since January 1, 2013 has been in compliance, in all material respects, with all Environmental Laws and has not, and no Target Company has received from any Person any: (i) Environmental Notice or Environmental Claim, or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.

(b) Each Target Company has obtained and is in compliance, in all material respects, with all Environmental Permits (each of which is disclosed in Schedule 4.13(b) ) necessary for the ownership, lease, operation or use of the Business or assets of the Target Company. Each of the Environmental Permits is in full force and effect.

(c) No Real Property is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.

(d) Except as set forth in Schedule 4.13(d) , there has been no Release of Hazardous Materials in contravention of Environmental Laws with respect to the Business or assets of the Target Companies, at or from any Real Property or any Wells and no Target Company nor Sellers have received an Environmental Notice that any Real Property or Wells have been contaminated with any Hazardous Material which would reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Laws or term of any Environmental Permit by, the Target Companies.

(e) There are no civil, criminal, or administrative actions, suits, demands, claims, hearings, proceedings, investigations or notices pending or, to the Knowledge of Sellers, threatened against the Target Companies, and no outstanding Orders against or settlement agreements, that pertain or relate to (i) any investigation, remedial or response obligations under any Environmental Law, (ii) violations of or liability under any Environmental Law, (iii) personal injury, property damage or natural resource damage claims relating to a Release or threatened Release, (iv) or response, removal or remedial costs under CERCLA or any similar federal, state, or local law, in each case of (i)-(iv), that would reasonably be expected to give rise to a material Loss for the Target Companies.

(f) Sellers have provided or made available to Buyer all internal and external environmental audits, assessments, reports, studies, documents, and correspondence on environmental matters and compliance with Environmental Laws relating to the operation of the Business that are in the possession or control of any Seller.

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(g) The representations and warranties set forth in this Section  4.13 are the Sellers’ sole and exclusive representations and warranties regarding environmental matters.

Section  4.14 Employee Benefit Matters .

(a) Schedule  4.14 contains a list of each material benefit, retirement, employment, consulting, compensation, incentive, bonus, stock option, restricted stock, stock appreciation right, phantom equity, change in control, severance, vacation, paid time off, welfare and fringe-benefit agreement, plan, policy and program, whether or not reduced to writing, in effect and covering one or more Employees, former employees of a Target Company, current or former directors of a Target Company or the beneficiaries or dependents of any such Persons, and is maintained, sponsored, contributed to, or required to be contributed to by a Target Company, or under which a Target Company has any material liability for premiums or benefits (a “ Benefit Plan ”).

(b) Except as set forth in Schedule  4.14(b) , each Benefit Plan complies in all material respects with all applicable Laws (including ERISA and the Code). Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “ Qualified Benefit Plan ”) has received a favorable determination letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to Sellers’ Knowledge, nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the Internal Revenue Service or the unavailability of reliance on such opinion letter from the Internal Revenue Service. Except as set forth in Schedule  4.14(b) , or as would not give rise to a material Loss for the Target Companies, all benefits, contributions and premiums required by and due under the terms of each Benefit Plan or applicable Law have been timely paid in accordance with the terms of such Benefit Plan, the terms of all applicable Laws and GAAP. With respect to any Benefit Plan, no event has occurred or is reasonably expected to occur that has resulted in or would subject any Target Company to a Tax under Section 4971 of the Code or the assets of any Target Company to a lien under Section 430(k) of the Code.

(c) Except as set forth in Schedule  4.14(c) no Benefit Plan: (i) is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code; or (ii) is a “multi-employer plan” (as defined in Section 3(37) of ERISA). Neither Sellers nor any Target Company: (i) has withdrawn from any pension plan under circumstances resulting (or expected to result) in a liability to the Pension Benefit Guaranty Corporation; or (ii) has engaged in any transaction which would give rise to a liability of any Target Company under Section 4069 or Section 4212(c) of ERISA.

(d) Except as set forth in Schedule  4.14(d) and other than as required under Section 4980B of the Code or other applicable Law, no Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment (other than death benefits when termination occurs upon death).

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(e) Except as set forth in Schedule 4.14(e) , (i) there is no pending or, to Sellers’ Knowledge, threatened action relating to a Benefit Plan; and (ii) no Benefit Plan has within the three years prior to the date hereof been the subject of an examination or audit by a Governmental Authority.

(f) Except as set forth in Schedule 4.14(f) , no Benefit Plan exists that could: (i) result in the payment to any Employee, director or consultant of any money or other property; (ii) accelerate the vesting of or provide any additional rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any Employee, director or consultant, except as a result of any partial plan termination resulting from this Agreement; or (iii) limit or restrict the ability of Buyer or its Affiliates to merge, amend or terminate any Benefit Plan, in each case, as a result of the execution of this Agreement. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in “excess parachute payments” within the meaning of Section 280G(b) of the Code.

(g) Neither Buyer nor any of its Affiliates will have any liability following the Closing under, with respect to or arising out of any Benefit Plans covering the Employees of the Target Companies.

(h) The representations and warranties set forth in this Section  4.14 are the Sellers’ sole and exclusive representations and warranties regarding employee benefit matters.

Section  4.15 Employment Matters .

(a) Except as set forth in Schedule  4.15(a), no Target Company is a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its Employees.

(b) There is no labor strike or labor dispute, slowdown, lockout or work stoppage actually pending or, to the Knowledge of Sellers, threatened against or affecting a Target Company, and, since December 31, 2015, no Target Company has experienced any labor strikes or material labor disputes, slowdowns, lockouts or work stoppages. Since December 31, 2015, the Target Companies have not had any unfair labor practice charges or complaints before any Governmental Authority pending or, to the Knowledge of Sellers, threatened against the Target Companies. Except as set forth on Schedule  4.15(b) , the Target Companies do not have employee grievances, arbitrations, claims, investigations or audits pending or, to the Knowledge of Sellers, threatened, that arise out of or under any employment or similar Contract.

(c) Sellers have provided to Buyer a complete list of each Employee’s name, employee identification number, job title, hire date and hourly rate of pay or annualized base salary.

(d) Each Target Company is in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the extent they relate to employees of a Target Company. Except as set forth in Schedule  4.15(d), there are no actions, suits, claims, investigations or other legal proceedings against a Target Company pending, or to the Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former employee of a Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws.

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(e) Each Target Company is, and since December 31, 2014 has been, in compliance, in all material respects, with the Fair Labor Standards Act of 1938, as amended, and any other federal, state, or local Law, regulation, order, or applicable legal requirement regarding the classification of employees as exempt or non-exempt, and other applicable Laws relating to wages paid to employees, the required minimum wage, overtime pay to employees, and recordkeeping of employee time and payroll information. There is no claim, action, suit, arbitration, or investigation pending or, to the Knowledge of Sellers, threatened against any Target Company by or before the U.S. Department of Labor, any court, or any other federal, state or local governmental authority or agency regarding violation of employee wage and hour Laws.

(f) The representations and warranties set forth in this Section  4.15 are the Sellers’ sole and exclusive representations and warranties regarding employment matters.

Section  4.16 Taxes .

(a) Except as set forth in Schedule  4.16 :

(i) Each Target Company has filed (taking into account any valid extensions) all Tax Returns required to be filed by such Target Company. Such Tax Returns are true, complete and correct in all material respects. No Target Company is currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. All material Taxes due and owing by each Target Company have been paid or accrued.

(ii) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of any Target Company.

(iii) There are no ongoing actions, suits, claims, investigations or other legal proceedings by any taxing authority against any Target Company. Sellers have not received any notice from any Governmental Authority indicating an intent to open a proceeding pertaining to Taxes of or with respect to a Target Company or the Business. No Governmental Authority is now asserting, or, to the Knowledge of Sellers, threatening to assert, against a Target Company any claim for additional or unpaid Taxes.

(iv) No Target Company is a party to any Tax-sharing, tax indemnity, tax allocation agreement or similar contract.

(v) All Taxes which each Target Company is obligated to withhold from amounts owing to any employee, creditor or third party have been paid or accrued.

(b) Since the Balance Sheet Date, except as required by Law or the Code, no Target Company has (i) made or revoked any material election in respect of Taxes, (ii) changed any accounting method in respect of Taxes, (iii) prepared any Tax Returns in a manner which is not consistent with the past practice of the Target Company with respect to the treatment of items

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on such Tax Returns, (iv) filed any amendment to a Tax Return that will or may increase the Tax liability of a Target Company after the Closing, (v) incurred any liability for Taxes other than in the ordinary course of business, (vi) settled any claim or assessment in respect of Taxes, (vii) consented to the extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with any Governmental Authority, or (viii) surrendered any right to claim a refund of Taxes.

(c) Each Target Company has withheld or collected and paid over to the appropriate Governmental Authorities all Taxes required by Law to be withheld or collected, including withholding of Taxes on wages paid to employees and pursuant to Sections 1441 and 1442 of the Code or other similar provisions under any state, local, or foreign Laws, and each Target Company has properly received and maintained any and all certificates, forms, and other documents required by Law for any exemption from withholding and remitting any Taxes.

(d) No Target Company has been a member of an affiliated, combined, consolidated, unitary, or aggregate Tax group for purposes of filing any Tax Return or otherwise have any potential liability with respect to the Taxes of any other Person as a result of having been a member of an affiliated, combined, consolidated, unitary, or aggregate group for Tax purposes, including pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law). No Target Company has any liability for Taxes of any other Person as a transferee, successor, by Contract, or otherwise.

(e) Except for Encumbrances for Taxes that are not yet due and payable, (i) there are no Encumbrances for Taxes with respect to any of the assets or properties of a Target Company or any equity interest in a Target Company, and (ii) no claim for unpaid Taxes has been made in writing by any Governmental Authority that could give rise to any such Encumbrance.

(f) No claim has been made by any Governmental Authority in a jurisdiction where a Target Company does not file Tax Returns that it is or may be subject to Tax by such jurisdiction.

(g) Each Target Company has at all times since its formation, including through the time immediately prior to the Closing, been classified as a partnership for federal income tax purposes (and, where applicable, state, local, and foreign Tax purposes), and no election has been filed or made to change such classification for federal income tax purposes (and, where applicable, state, local, and foreign Tax purposes).

(h) Except for certain representations related to Taxes in Section  4.14 , the representations and warranties set forth in this Section  4.16 are the Sellers’ sole and exclusive representations and warranties regarding Tax matters.

Section  4.17 Brokers . Except for Janney Montgomery Scott, LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.

Section  4.18 Books and Records . The Books and Records of the Target Companies, all of which have been made available to the Buyer, are true and correct and have been maintained in accordance with historical business practices. At the Closing, all of the Books and Records will be delivered to the Buyer or will be in the physical possession of the Target Companies.

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Section  4.19 Condition and Sufficiency of Assets .

(a) Except as set forth on Schedule 4.19(a), the Wells and the buildings, plants, structures, furniture, fixtures, machinery, equipment and improvements (including well bores and wellhead equipment), vehicles and other items of tangible personal property and tangible assets of the Business are in good operating condition subject to ordinary routine maintenance and taking into consideration the age of the assets and subject to wear and tear and maintenance for the uses to which they are being put.

(b) The assets held by the Target Companies at Closing constitute all of the rights, property and assets used by the Target Company in the conduct of the Business as currently conducted and such assets are sufficient for the continued conduct of the Business after the Closing Date in substantially the same manner as conducted prior to the Closing Date.

Section  4.20 Customer/Supplier Relationships . Schedule  4.20 contains a true, correct and complete list of the Target Companies’ top 10 largest customers in terms of actual revenue (the “ Top Customers ”), determined by dollar volume of sales for the fiscal year ended December 31, 2017 and a true, correct and complete list of the Target Companies’ top 10 largest suppliers in terms of actual purchase (the “ Top Suppliers ”), determined by dollar volume of expenditures for the fiscal year ended December 31, 2017. Since the Balance Sheet Date, there has not been, nor have the Sellers or any Target Company received notice of, any termination of, or a material adverse modification or change in, the overall business relationship with any of the Top Customers or Top Suppliers.

Section  4.21 Improper Payments . None of the Target Companies (nor any of its Representatives, in the conduct of activities with authorization from, or at the direction of a Target Company) has directly or indirectly made, given, offered, authorized or promised to make, give, offer, or authorize the payment or transfer of anything of value, including but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors and services, to a governmental official, political party, representative of a political party, candidate for public officer, or any other Person while knowing or being aware of a high probability that all or some portion would be used for the purpose of: (i) inducing any such Person to do or omit to do any act in violation of the lawful duty of such official, or (ii) inducing any such Person to use influence with any Governmental Authority in order to assist any Target Company in obtaining or retaining business with, or directing business to any Person or otherwise securing for any Person an improper advantage.

Section  4.22 No Other Representations and Warranties . Except for the representations and warranties contained in this ARTICLE IV (including the related portions of the Disclosure Schedules), no Seller or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Target Companies, including any representation or warranty as to the accuracy or completeness of any information regarding any Target Company furnished or made available to Buyer and its Representatives.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Except as set forth in the Disclosure Schedules, Buyer represents and warrants to Sellers that the statements contained in this ARTICLE V are true and correct as of the date hereof.

Section  5.01 Organization and Authority of Buyer . Buyer is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its properties and assets and to carry on the business as it is now being conducted. Buyer is duly qualified or licensed as a foreign entity to do business, and is in good standing, in each jurisdiction where the character of its properties or assets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. Buyer has all requisite authority to execute and deliver this Agreement, the transactions contemplated hereby have been duly authorized by Buyer, and this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

Section  5.02 Non-contravention . Neither the execution, delivery and performance of this Agreement, nor the consummation of any documents or transactions contemplated herein, will, with or without the giving of notice or the lapse of time or both: (i) violate any provision of the Organizational Documents of the Buyer, (ii) violate any Law, Governmental Order, Permit or Filing applicable to the Buyer, or (iii) result in a breach of or default under, require consent under or violate any material contract to which Buyer is a party. No Permit or Filing is required by the Buyer in connection with the consummation of the transactions contemplated herein.

Section  5.03 Investment Purpose . Buyer is acquiring the Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Buyer is able to bear the economic risk of holding the Interests for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

Section  5.04 Sufficiency of Funds . Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

Section  5.05 Legal Proceedings . There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

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Section  5.06 Independent Investigation . Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Target Companies, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Sellers and the Target Companies for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Sellers and the Target Companies set forth in ARTICLES III and IV, respectively, of this Agreement (including the related portions of the Disclosure Schedules); and (b) none of Sellers, the Target Companies or any other Person has made any representation or warranty as to Sellers, the Target Companies or this Agreement, except as expressly set forth in ARTICLES III and IV of this Agreement (including the related portions of the Disclosure Schedules).

ARTICLE VI

COVENANTS

Section  6.01 Conduct of Business Prior to the Closing . From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Sellers shall, and shall cause each Target Company to: (a) conduct the business of each Target Company in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of each Target Company and to preserve the rights, franchises, goodwill and relationships of its Employees, customers, lenders, suppliers, regulators and others having business relationships with each such Target Company. From the date hereof until the Closing Date, except as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Sellers shall not cause or permit any Target Company to take any action that would cause any of the changes, events or conditions described in Section  4.06 to occur.

Section  6.02 Access to Information . From the date hereof until the Closing, Sellers shall, and shall cause each Target Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, Wells, properties, assets, premises, books and records, contracts, agreements and other documents and data related to each Target Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Target Companies as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Target Companies to cooperate with Buyer in its investigation of the Target Companies; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Sellers, under the supervision of Sellers’ personnel and in such a manner as not to interfere with the normal operations of any Target Company. All requests by Buyer for access pursuant to this Section  6.02 shall be submitted or directed exclusively to Sellers or such other individuals as Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor any Target Company shall be required to disclose any information to Buyer if such disclosure would, in Sellers’ sole discretion: (a) cause significant competitive harm to Sellers, any Target Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (b) jeopardize any attorney-client or other privilege; or (c) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of

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Sellers which will not be unreasonably delayed or withheld, Buyer shall not contact any suppliers to, or customers of, any Target Company and Buyer shall have no right to perform invasive investigations of the Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section  6.02 .

Section  6.03 Supplement to Disclosure Schedules . From time to time prior to the Closing, Sellers shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “ Schedule Supplement ”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section  7.01 have been satisfied; provided, however , that if Buyer has the right to, but does not elect to, terminate this Agreement following receipt of such Schedule Supplement and proceeds with Closing, then Buyer shall be deemed to have irrevocably waived its right to indemnification under Section  8.02 with respect to such matter.

Section  6.04 Resignations . Sellers shall deliver to Buyer written resignations, effective as of the Closing Date, of the officers and directors of the Target Companies at least five Business Days prior to the Closing.

Section  6.05 Employees; Benefit Plans .

(a) During the period commencing at the Closing and ending on the date which is 12 months from the Closing (or if earlier, the date of the employee’s termination of employment with a Target Company), Buyer shall and shall cause each Target Company to provide each Employee who remains employed immediately after the Closing (“ Target Company Continuing Employee ”) with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by the respective Target Company immediately prior to the Closing; (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by the respective Target Company immediately prior to the Closing; (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by the Buyer immediately prior to the Closing to similarly positioned employees; and (iv) severance benefits that are no less favorable than the practice, plan or policy in effect for Buyer immediately prior to the Closing; provided, however, that the terms of the Employment Agreements control over any terms in this Section  6.05 .

(b) With respect to any employee benefit plan maintained by Buyer or its subsidiaries (collectively, “ Buyer Benefit Plans ”) in which any Target Company Continuing Employee will participate effective as of the Closing, Buyer shall, or shall cause the respective Target Company to, recognize all service of the Target Company Continuing Employee with such Target Company or any of its subsidiaries, as the case may be as if such service were with Buyer, for vesting and eligibility purposes in any Buyer Benefit Plan in which such Target Company Continuing Employee may be eligible to participate after the Closing Date; provided, however , such service shall not be recognized to the extent that (i) such recognition would result in a duplication of benefits or (ii) such service was not recognized under the corresponding Benefit Plan.

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(c) Effective as of the Closing Date, each Employee and his or her applicable dependents shall cease to accrue benefits under all Benefit Plans of the Sellers (or the Target Companies). Buyer shall, or shall cause one of its Affiliates to, offer to the continuing Employees who immediately prior to Closing Date were eligible to participate in any Seller Benefit Plan that is a qualified plan (the “ Seller 401(k) Plan ”) eligibility to participate in a qualified plan sponsored by Buyer or one of its Affiliates (which plan shall hereinafter be referred to as the “ Buyer Qualified Plan ”) as soon as reasonably practicable following the Closing Date. Buyer or one of its Affiliates shall cause the Buyer Qualified Plan to accept the direct rollover of each continuing Employee’s account distributed from the Seller 401(k) Plan (including any notes representing participant loans) upon such continuing Employee’s election; provided that such direct rollover consists of the full balance (rather than a portion of the balance) of such account.

(d) Nothing contained herein, whether express or implied, shall be treated as an amendment or other modification of any employee benefit plan or arrangement of Buyer, or shall limit the right of Buyer or any of its subsidiaries, to amend, terminate or otherwise modify any such employee benefit plan or arrangement following the Closing in accordance with its terms. In the event that (i) a party other than Buyer or any of its subsidiaries makes a claim or takes other action to enforce any provision in this Agreement as an amendment to any employee benefit plan or arrangement of Buyer, and (ii) such provision is deemed in any judicial proceeding to be an amendment to such employee benefit plan or arrangement even though not explicitly designated as such in this Agreement, then such provision, to the extent covered by such deemed amendment, shall lapse retroactively and shall have no amendatory effect.

(e) This Section  6.05 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section  6.05 , express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section  6.05 . Nothing contained herein, express or implied, shall be construed to establish, any benefit plan, program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section  6.05 shall not create any right in any Employee or any other Person to any continued employment with any Target Company, Buyer or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Section  6.06 Director and Officer Indemnification and Insurance . Prior to Closing, Sellers should cause the Target Companies to purchase, at Sellers’ expense, a “tail” policy of directors’ and officers’ liability insurance with a term of not less than six years.

Section  6.07 Confidentiality . Buyer acknowledges and agrees that the Confidentiality Agreement remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to Buyer pursuant to this Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the provisions of this Section  6.07 shall nonetheless continue in full force and effect.

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Section  6.08 Books and Records .

(a) In order to facilitate the resolution of any claims made against or incurred by Sellers prior to the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, Buyer shall:

(i) retain the books and records (including personnel files) of each Target Company relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of such Target Company; and

(ii) upon reasonable notice, afford the Representatives of Sellers reasonable access (including the right to make, at Sellers’ expense, photocopies), during normal business hours, to such books and records.

(b) In order to facilitate the resolution of any claims made by or against or incurred by Buyer or any Target Company after the Closing, or for any other reasonable purpose, for a period of seven years following the Closing, Sellers shall:

(i) retain the books and records (including personnel files) of Sellers which relate to the Target Companies and their operations for periods prior to the Closing; and

(ii) upon reasonable notice, afford the Representatives of Buyer or any Target Company reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such books and records.

(c) Neither Buyer nor Sellers shall be obligated to provide the other party with access to any books or records (including personnel files) pursuant to this Section  6.08 where such access would violate any Law.

Section  6.09 Closing Conditions . From the date hereof until the Closing, each party hereto shall, and Sellers shall cause the Target Companies to, use commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in ARTICLE VIII hereof.

Section  6.10 Public Announcements . Unless otherwise required by applicable Law (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

Section  6.11 Further Assurances . Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

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Section  6.12 Transfer Taxes . All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid 50% by Buyer and 50% by Sellers when due. Buyer shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Sellers shall cooperate with respect thereto as necessary).

Section  6.13 Litigation Support . So long as any party hereto actively is contesting or defending against any proceeding in connection with (a) the transactions contemplated by this Agreement or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction attributable to the period prior to the Closing Date involving a Target Company, the Business or the Interests, the other parties hereto will cooperate with such party and such party’s counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably requested in connection with the contest or defense, at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor under ARTICLE VIII).

Section  6.14 Title Insurance; Surveys . The Sellers shall reasonably cooperate (and shall cause each Target Company to reasonably cooperate) with Buyer in any efforts to obtain a title commitment or title insurance in the name of the Target Companies at the Closing in respect of the Owned Real Property. Such cooperation will include the execution and delivery at Closing by the Sellers (as requested by Buyer’s title insurer) of a reasonable and customary title affidavit/certificate respecting Encumbrances and title matters and evidence of authority on the part of Seller to Buyer to obtaining title insurance in respect of the Owned Real Property. The Sellers shall provide to the Title Company such affidavits as are necessary to permit the Title Company to (a) delete its standard exception relating to mechanics’ and materialmen’s liens; (b) issue a non-imputation endorsement; (c) issue an “owner’s comprehensive endorsement”; and (d) contain such other endorsements as Buyer or Buyer’s lender may reasonably request. In addition, Buyer may, but shall not be obligated to, cause to be prepared a current ALTA/ACSM (or state law-equivalent) land title survey with respect to the Owned Real Property and the access granted to Buyer above shall expressly include reasonably necessary access to the properties by Buyer and its surveyors in order to conduct the field work in order to prepare such survey. The premiums for any such title insurance, and the costs of any such survey, shall be Buyer’s responsibility.

Section  6.15 Tax Matters .

(a) Tax Related Payments . The Sellers shall timely pay all Seller Taxes.

(b) Tax Refunds . All refunds or credits for Taxes for any Seller Tax and the Sellers’ portion of any Transfer Taxes (as determined pursuant to Section  6.12 ) shall be for the sole benefit of the Sellers; provided, however, that to the extent Buyer incurs a Seller Tax and is not indemnified for such Seller Tax, then refunds or credits of such Seller Taxes shall be for the sole benefit of Buyer. To the extent that Buyer receives a refund or credit that is for the benefit of the Sellers, Buyer shall promptly pay such refund or the value of the credit (net of all out of pocket expenses and costs and Taxes incurred in obtaining such refund) to the Sellers. All refunds or credits for Taxes relating to the Business and the Interests for a Post-Closing Period that are not

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Seller Taxes, and Buyer’s portion of any Transfer Taxes (as determined pursuant to Section  6.12 ), shall be for the sole benefit of Buyer. To the extent that the Sellers receive a refund or credit for a Tax that is for the benefit of Buyer, the Sellers shall promptly pay such refund or the value of the credit (net of all reasonable out of pocket expenses and costs and Taxes incurred in obtaining such refund) to Buyer.

(c) Tax Returns .

(i) The Sellers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns required to be filed after the Closing Date for all Pre-Closing Periods, and shall, in each case, pay all Taxes owed with respect to such Tax Returns. The Sellers shall use commercially reasonable efforts to provide to Buyer for comment and review any Tax Return prepared pursuant to this Section  6.15 , and shall consider in good faith any comments timely received from Buyer, prior to filing. To the extent the Sellers are not permitted to file a Tax Return described in this Section  6.15 , not later than 15 days prior to the due date for filing any such Tax Return, the Sellers shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer, and Buyer will cause such Tax Return to be timely filed by the Target Companies.

(ii) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Target Companies for all Straddle Periods. Not later than 30 days prior to the due date for filing any such Tax Return (other than Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the close of a Tax period, which shall be provided promptly after filing), Buyer shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to the Sellers for their review and reasonable comment, which comments must be provided to Buyer no later than 15 days prior to the due date for filing such Tax Return. Buyer shall consider in good faith any comments timely received from the Sellers with respect to such Tax Return and provide the Sellers with a final Tax Return no later than five days prior to the due date for filing such Tax Return. Buyer will cause such Tax Return to be timely filed (and any Taxes shown as due thereon to be timely paid) and will provide a copy thereof to the Sellers. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return addressed in this Section  6.15 , the Sellers shall pay to Buyer the amount of any Seller Taxes with respect to such Tax Return.

ARTICLE VII

CONDITIONS TO CLOSING

Section  7.01 Conditions to Obligations of Buyer . The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Sellers contained in ARTICLE III and of the Target Companies in ARTICLE IV shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.

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(b) Sellers shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(c) Buyer shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Sellers, that each of the conditions set forth in Section  7.01(a) and Section  7.01(b) have been satisfied.

(d) a certificate from each Target Company, duly executed by an authorized officer of such Target Company and dated as of the Closing Date, certifying as to such Target Company’s (i) good standing or full force and effect, (ii) certificate of formation or articles of organization, certified by the Secretary of State of the State of Ohio, (iii) incumbency of managers or officers and (iv) resolutions approving the consummation of the transactions contemplated herein.

(e) Sellers shall have duly executed and delivered the Assignments to Buyer.

(f) Sellers shall have delivered releases, termination statements or satisfactions evidencing the release of all Encumbrances (other than Permitted Encumbrances) against any Target Company or any of their respective assets or properties.

(g) Sellers shall have delivered a certificate of Seller’s non-foreign status that complies with the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations promulgated thereunder.

(h) Seller shall have delivered to Buyer evidence that all Indebtedness has been paid in full on Pay-Off Letters, in form satisfactory to Buyer from each holder of Indebtedness.

(i) Sellers shall have delivered resignations of all Persons serving as directors (or managers) and officers of each of the Target Companies.

(j) Sellers shall have delivered to the Buyer a Non-Competition and Non-Solicitation Agreement in the form of Exhibit C attached hereto signed by each of the Persons listed in Schedule  7.01(j) .

(k) Each Seller shall have delivered to the Buyer a Waiver and Release in the form of Exhibit D attached hereto.

(l) All consents and approvals set forth on Schedule 7.01(l) in form and substance satisfactory to Buyer.

(m) employment agreements for each of Thomas W. Bohr and Bradley D. Erdman (the “ Employment Agreements ”).

(n) A transition services agreement in the form of Exhibit E, duly executed and delivered by NM Staffing LTD, an Ohio limited liability company (the “ Transition Services Agreement ”).

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(o) one or more bank statements (which may be in the form of online screenshots) from the Target Companies’ applicable banking institutions setting forth the Closing Cash balance.

Section  7.02 Conditions to Obligations of Sellers . The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Buyer contained in ARTICLE V shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(c) Sellers shall have received a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section  7.02(a) and Section  7.02(b) have been satisfied.

(d) A certificate from Buyer, duly executed by an authorized officer of Buyer and dated as of the Closing Date, certifying as to Buyer’s (i) good standing or full force and effect, (ii certificate of formation or articles of incorporation, certified by the Secretary of State of the State of Delaware, (iii) incumbency of managers or officers and (iv) resolutions approving the consummation of the transactions contemplated herein.

(e) Buyer shall have delivered to Sellers cash in an amount equal to the Purchase Price and in accordance with ARTICLE II.

(f) The Transition Services Agreement, duly executed by Buyer.

ARTICLE VIII

INDEMNIFICATION

Section  8.01 Survival . Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein other than Fundamental Representations and Sections 4.13 (Environmental) and 4.16 (Taxes) shall survive the Closing and shall remain in full force and effect until the date that is eighteen months from the Closing Date. The Fundamental Representations shall survive the Closing indefinitely. The representations and warranties in Section  4.13 (Environmental) shall survive for five years and the representations and warranties in Section  4.16 (Taxes) shall survive until 30 days following the applicable statute of limitations period has expired. Covenants or other agreements contained in this Agreement shall survive the Closing Date for six months other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any claims asserted in good

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faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.

Section  8.02 Indemnification By Sellers . Subject to the other terms and conditions of this ARTICLE VIII, Sellers, on a joint and several basis (except with respect to ARTICLE III which will be on a several basis) indemnify Buyer against, and shall hold Buyer harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Buyer based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of that Seller contained in this Agreement; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by that Seller pursuant to this Agreement; or

(c) Seller Taxes; or

(d) Seller Transaction Costs; or

(e) Excluded Losses.

Section  8.03 Indemnification By Buyer . Subject to the other terms and conditions of this ARTICLE VIII, Buyer shall indemnify Sellers against, and shall hold Sellers harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Sellers based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement; or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement.

Section  8.04 Certain Limitations . The party making a claim under this ARTICLE VIII is referred to as the “ Indemnified Party ”, and the party against whom such claims are asserted under this ARTICLE VIII is referred to as the “ Indemnifying Party .” The indemnification provided for in Section  8.02 and Section  8.03 shall be subject to the following limitations:

(a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section  8.02(a) or Section  8.03(a) , as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section  8.02(a) or Section  8.03(a) exceeds one-percent (1%) of the Base Purchase Price (the “ Deductible ”), in which event the Indemnifying Party shall only be required to pay or be liable for Losses in excess of the Deductible. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section  8.02(a) or Section  8.03(a) , as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $2,500 (which Losses shall not be counted toward the Deductible). Notwithstanding the foregoing, the Fundamental Representations shall not be subject to the limitations set forth in this Section  8.04(a) .

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(b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section  8.02(a) or Section  8.03(a) as the case may be, shall not exceed ten percent (10%) of the Base Purchase Price; provided , Fundamental Representations shall not be subject to the cap expressed in this Section  8.04(b) .

(c) Payments by an Indemnifying Party pursuant to Section  8.02 or Section  8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (or a Target Company) in respect of any such claim.

(d) Payments by an Indemnifying Party pursuant to Section  8.02 or Section  8.03 in respect of any Loss shall be (i) reduced by an amount equal to any Tax benefits actually realized by the Indemnified Party and (ii) increased by an amount equal to any Tax costs actually incurred, in each case as a result of such Loss by the Indemnified Party,

(e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple other than such damages to the extent they are included in a thirty party proceeding.

(f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto.

(g) Sellers shall not be liable under this ARTICLE VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Sellers of the Target Companies contained in this Agreement if Buyer had actual knowledge of such inaccuracy of breach prior to the Closing.

(h) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty, and the calculation of the resulting Losses, shall be determined without regard to any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty.

(i) No Indemnitee will be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Indemnitee or its Affiliate has been fully indemnified or reimbursed for such amount under any other provision of this Agreement.

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Section  8.05 Indemnification Procedures .

(a) Third-Party Claims . If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “ Third-Party Claim ”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section  8.05(b) , it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section  8.05(b) , pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of Section  6.07 ) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

(b) Settlement of Third-Party Claims . Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), except as provided in this Section  8.05(b) . If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section  8.05(a) , it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

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(c) Direct Claims . Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “ Direct Claim ”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the applicable Target Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Section  8.06 Tax Treatment of Indemnification Payments . All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section  8.07 Exclusive Remedies . Subject to Section  10.11 , the parties acknowledge and agree that, except as set forth in Section  8.08 , their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this ARTICLE VIII. Nothing in this Section  8.07 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section  10.11 or to seek any remedy on account of intentional fraud by any party hereto.

Section  8.08 Fraud . Notwithstanding any provision hereunder to the contrary, no party hereto shall be restricted with respect to claims with respect to intentional breach or fraud.

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ARTICLE IX

TERMINATION

Section  9.01 Termination . This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of Sellers and Buyer;

(b) by Buyer by written notice to Sellers if:

(i) Buyer is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Sellers pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure cannot be cured by Sellers by October 26, 2018 (the “ Drop Dead Date ”); or

(ii) any of the conditions set forth in Section  7.01 or Section  7.01 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;

(c) by Sellers by written notice to Buyer if:

(i) Sellers are not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure cannot be cured by Buyer by the Drop Dead Date; or

(ii) any of the conditions set forth in Section  7.01 or Section  7.02 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Sellers to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or

(d) by Buyer or Sellers in the event that:

(i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited; or

(ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.

Section  9.02 Effect of Termination . In the event of the termination of this Agreement in accordance with this ARTICLE IX, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

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(a) as set forth in this ARTICLE IX, and Section  6.07 and ARTICLE X hereof; and

(b) that nothing herein shall relieve any party hereto from liability for any intentional breach of any provision hereof.

ARTICLE X

MISCELLANEOUS

Section  10.01 Expenses . Except as otherwise expressly provided herein (including Section  6.12 hereof), all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred. The Sellers shall bear all Transaction Costs of the Sellers and the Target Companies (in the case of the Target Companies, prior to Closing) in connection with the transactions contemplated by this Agreement.

Section  10.02 Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section  10.02 ):

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Section  10.03 Interpretation . For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (a) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (b) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (c) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section  10.04 Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section  10.05 Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement 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 Agreement 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.

Section  10.06 Entire Agreement . This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section  10.07 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section  10.08 No Third-party Beneficiaries . Except as provided in Section  6.06 and ARTICLE VIII, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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Section  10.09 Amendment and Modification; Waiver . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section  10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

(a) This Agreement shall 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 (whether of the State of Delaware or any other jurisdiction).

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE DELAWARE CHANCERY LOCATED IN WILMINGTON, DELAWARE AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c) .

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Section  10.11 Specific Performance . The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section  10.12 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section  10.13 Non-recourse . This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or Action based on, in respect of or by reason of the transactions contemplated hereby.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

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Exhibit 10.2

BRIDGE TERM LOAN CREDIT AGREEMENT

by and among

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Agent,

THE LENDERS THAT ARE PARTIES HERETO

as the Lenders,

and

NUVERRA ENVIRONMENTAL SOLUTIONS, INC.

as Borrower

-i-

-ii-

-iii-

-iv-

-v-

BRIDGE TERM LOAN CREDIT AGREEMENT

THIS BRIDGE TERM LOAN CREDIT AGREEMENT (this “ Agreement ”), is entered into as of October 5, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “ Lender ”, as that term is hereinafter further defined), WILMINGTON SAVINGS FUND SOCIETY, FSB , as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “ Agent ”), NUVERRA ENVIRONMENTAL SOLUTIONS, INC. , a Delaware corporation (“ Borrower ”) and the Guarantors party hereto.

WHEREAS , Borrower has requested, subject to the conditions set forth herein, the Lenders to extend to Borrower a $32,500,000 bridge term loan (i) to finance a portion of the purchase price for the acquisition (the “ Clearwater Acquisition ”) by Borrower, through its subsidiary Nuverra Ohio Disposal, LLC, of all of the membership interests of each of Clearwater Three, LLC, an Ohio limited liability company (“ Clearwater Three ”), Clearwater Five, LLC, an Ohio limited liability company (“ Clearwater Five ”), and Clearwater Solutions, LLC, an Ohio limited liability company (“ Clearwater Solutions ”), (ii) effectuate the prepayment of Second Lien Term Loans having an aggregate outstanding principal amount equal to $10,000,000 and (ii) for working capital, transaction expenses and other general corporate purposes; and

WHEREAS , the Lenders and the Agent have agreed to provide such bridge term loan to Borrower, on and subject to the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION .

1.1 Definitions . Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1 .

1.2 Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided , that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions prior to giving effect to such Accounting Change and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” is used in respect of

a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.

1.3 [Reserved] .

1.4 Construction . Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Term Loans, together with the payment of any premium applicable to the repayment of the Term Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document and are unpaid, (b) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (c) the payment or repayment in full in immediately available funds of all other outstanding Obligations other than unasserted contingent indemnification Obligations, and (d) the termination of all of the Term Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

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1.5 Time References . Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York, New York on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day.

1.6 Schedules and Exhibits . All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2. LOANS AND TERMS OF PAYMENT.

2.1 [ Reserved ] .

2.2 Term Loan s .

(a) Term Loan . Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender with a Term Commitment agrees (severally, not jointly or jointly and severally) to make a term loan (the “ Term Loan ”) to Borrower in an aggregate principal amount equal to such Lender’s Pro Rata Share of the Term Commitment. The aggregate Term Commitment of all Lenders as of the Closing Date is $32,500,000.

(b) Repayment of Term Loan . The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (1) the Maturity Date, and (2) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

2.3 Borrowing Procedures .

(a) Procedure for Borrowing Term Loans . The Borrowing of the Term Loan shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than 12:00 p.m. Eastern on the Business Day that is three (3) Business Days prior to the requested Funding Date, specifying (A) the amount of such Borrowing, and (B) the requested Funding Date (which shall be a Business Day); provided , that Agent may, in its sole discretion, elect to accept as timely requests that are received later than 12:00 p.m. Eastern on the applicable Business Day.

(b) [Reserved.]

(c) Making of Term Loans .

(i) After receipt of a request for a Borrowing pursuant to Section  2.3(a) , Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent by 4:00 p.m. Eastern on the Business Day that is two (2) Business Days prior to the requested Funding Date. If Agent has

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notified the Lenders of a requested Borrowing on the Business Day that is one (1) Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. on the Business Day that is the requested Funding Date. After Agent’s receipt of the proceeds of such Term Loans from the Lenders, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided , that, no Lender shall have an obligation to make any Term Loan, if one or more of the applicable conditions precedent set forth in Section  3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived. Agent shall charge to the Loan Account usual and customary fees for the wire transfer of each Borrowing.

(ii) Unless Agent receives notice from a Lender prior to 9:30 a.m. on the Business Day that is the requested Funding Date relative to a requested Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, no later than 10:00 a.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account). If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit such amount to Agent, together with interest at the Interest Rate for each day until the date on which such amount is so remitted. A notice submitted by Agent to any Lender with respect to amounts owing under this Section  2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute such Lender’s Term Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Term Loans composing such Borrowing.

(d) [Reserved] .

(e) [Reserved] .

(f) Notation . Agent, as a non-fiduciary agent for Borrower, shall maintain a register showing the principal amount of the Term Loans owing to each Lender, and the interests therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate.

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(g) Independent Obligations . All Term Loans shall be made by the applicable Lenders contemporaneously and in accordance with their Pro Rata Shares of the applicable Term Commitments. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Term Loan (or other extension of credit) hereunder, nor shall any Term Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

2.4 Payments; Reductions of Term Commitments; Prepayments .

(a) Payments by Borrower .

(i) Except as otherwise expressly provided herein (including as may be provided in Section  2.4(a)(iii) ), all payments by Borrower shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Agent later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required to), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Interest Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(iii) Notwithstanding anything to the contrary in this Agreement, and provided that no Insolvency Proceeding has been commenced by or against Borrower or any Guarantor, to the extent the Subordination Agreement does not permit payment of the same in cash, the portion of any Term Loan payment attributable to principal on the Term Loan and any Repayment Fee may be made by delivering directly to the Lenders a number of shares of common stock of Borrower having a value equal to the amount of such principal or fee payment (with the value of such common stock determined based on the Designated Price thereof). Upon the commencement of an Insolvency Proceeding against Borrower or any Guarantor, the Term Loan may be paid only in cash. Borrower shall give notice to Agent setting forth the dollar equivalent of the payment in shares and, upon receipt of the shares, Lenders shall confirm in writing to Agent (A) that payment has been received and (B) the updated loan balance following the payment in shares of common stock.

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(b) Apportionment and Application .

(i) So long as no Application Event has occurred and is continuing, all principal and interest payments received by Agent (regardless of whether such payment is in the form of cash or shares of common stock) shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Term Commitment or Obligation to which a particular fee or expense relates. Subject to Section  2.4(b)(iv) and Section  2.4(e) , all payments to be made hereunder by Borrower (regardless of whether such payment is in the form of cash or shares of common stock) shall be remitted to Agent and all such payments (unless required to be applied to the Secured Obligations pursuant to the Subordination Agreement) shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loans outstanding and, thereafter, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent shall be applied as follows:

(A) first , ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full,

(B) second , ratably, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full,

(C) third , ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full,

(D) fourth , ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full,

(E) fifth , ratably, to pay interest accrued in respect of the Term Loans until paid in full,

(F) sixth , ratably, to pay the principal of all Term Loans until paid in full,

(G) seventh , to pay any other Obligations, and

(H) eighth , to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive.

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(iv) In each instance, so long as no Application Event has occurred and is continuing, Section  2.4(b)(i) shall not apply to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(v) For purposes of Section  2.4(b)(ii) , “paid in full” of a type of Obligation means, payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(vi) In the event of a direct conflict between the priority provisions of this Section  2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of this Section  2.4 , then the provisions of this Section  2.4 shall control and govern.

(c) Reduction of Term Loan Commitments . The Term Commitments shall terminate upon the making of the Term Loan on the Closing Date.

(d) Optional Prepayments . Borrower may prepay the Term Loans at any time, in whole or in part, plus accrued and unpaid interest on the principal amount being prepaid to the prepayment date and all fees, costs, expenses and other amounts related thereto. Each prepayment of the Term Loan shall be applied to the remaining installments of principal due on the Term Loan pro rata among such remaining installments.

(e) Mandatory Prepayment . Concurrently with the completion of the Rights Offering, Borrower shall prepay the outstanding principal amount of the Term Loan, plus accrued and unpaid interest thereon and all fees, costs, expenses and other amounts related thereto, in accordance with Section  2.4(f) in an amount equal to 100% of the Net Cash Proceeds received from such Rights Offering.

(f) Application of Payments . Each prepayment pursuant to Section  2.4(e) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied solely to the outstanding principal amount of the Term Loan and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section  2.4(b)(ii) .

2.5 Promise to Pay .

(a) Borrower agrees to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which the applicable Lender Group Expenses were first incurred or (ii) the date on which demand therefor is made by Agent (upon the written instruction of the Required Lenders) (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of Section  2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this

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subclause (ii)); Borrower promises to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations become due and payable pursuant to the terms of this Agreement. Borrower agrees that (i) its obligations contained in the first sentence of this Section  2.5 shall survive payment or satisfaction in full of all other Obligations and (ii) all payments of the Lender Group Expenses shall be nonrefundable under all circumstances.

(b) Any Lender may request that any portion of its Term Commitments or the Term Loans made by it be evidenced by one or more promissory notes. In such event, Borrower shall execute and deliver to such Lender the requested promissory notes payable to the order of such Lender in a form furnished by such Lender and reasonably satisfactory to Borrower. Thereafter, the portion of the Term Commitments and Term Loans evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

2.6 Interest Rate: Rates, Payments, and Calculations .

(a) Interest Rate . Except as provided in Section  2.6(c) , the Term Loans shall bear interest at a per annum rate equal to the Interest Rate, payable in cash on the dates set forth in Section  2.6(d) .

(b) [Reserved] .

(c) Default Rate . Upon the occurrence and during the continuation of (A) an Event of Default described in Section  8.4 or Section  8.5 , automatically, and (B) any other Event of Default, at the election of the Required Lenders in their sole discretion, all Term Loans, and Obligations that have been charged to the Loan Account pursuant to the terms hereof, shall bear interest at a per annum rate equal to three (3) percentage points above the per annum rate otherwise applicable thereunder.

(d) Payment . Except to the extent provided to the contrary in Section  2.10 , (i) all interest and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable in cash, in arrears, on the first Business Day of each month and (ii) all costs and expenses payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable on the earlier of (x) the first day of the month following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred or (y) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)). Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge to the Loan Account (A) on the first day of each month, all interest accrued during the prior month on the Term Loans hereunder, (B) as and when incurred or accrued, all fees and costs provided for in Section  2.10 , (C) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (D) as and when incurred or accrued, all other Lender Group Expenses, and (E) as and when due and payable, all other payment obligations payable under any Loan Document. All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document) charged to the Loan Account shall thereupon constitute Obligations hereunder and shall accrue interest at the rate(s) then applicable to Term Loans.

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(e) Computation . All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360-day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue.

(f) Intent to Limit Charges to Maximum Lawful Rate . In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided , that, anything contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7 Crediting Payments . Subject to Section  2.4(a)(iii) , the receipt of any payment item by Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, but subject to Section  2.4(a)(iii) , any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or before 1:30 p.m. If any payment item is received into Agent’s Account on a non-Business Day or after 1:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.8 Designated Account . Agent is authorized to make the Term Loans under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section  2.6(d) . Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Term Loans requested by Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Term Loan requested by Borrower and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.9 Maintenance of Loan Account; Statements of Obligations . Agent shall maintain an account on its books in the name of Borrower (the “ Loan Account ”) on which Borrower will be charged with the Term Loans made by Agent or the Lenders to Borrower or for Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with

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Section  2.7 , the Loan Account will be credited with all payments received by Agent from Borrower or for Borrower’s account. Agent shall make available to Borrower monthly statements regarding the Loan Account, including the principal amount of the Term Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and the Lender Group unless, within 30 days after Agent first makes such a statement available to Borrower, Borrower shall deliver to Agent written objection thereto describing the error or errors contained in such statement.

2.10 Fees . Borrower shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

2.11 [Reserved] .

2.12 [Reserved] .

2.13 Capital Requirements .

(a) If, after the date hereof, any Lender determines that (i) any Change in Law regarding capital or reserve requirements for banks or bank holding companies or (ii) compliance by such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s, or such holding companies’ capital as a consequence of such Lender’s commitments, Term Loans, participations or other obligations hereunder to a level below that which such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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(b) If any Lender requests additional or increased costs referred to in Section  2.13(a) (such Lender, an “ Affected Lender ”), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section  2.13(a) and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrower’s obligation to pay any future amounts to such Affected Lender pursuant to Section  2.13(a) , then Borrower (without prejudice to any amounts then due to such Affected Lender under Section  2.13(a) ) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section  2.13(a) , substitute a Lender, in each case, reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s commitments hereunder (a “ Replacement Lender ”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement Lender, which such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.

(c) Notwithstanding anything herein to the contrary, the protection of Section  2.13 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section  2.13 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.

3. CONDITIONS; TERM OF AGREEMENT.

3.1 Conditions Precedent to the Initial Extension of Credit . The obligation of each Lender to make its initial Term Loan is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 .

3.2 Conditions Precedent to all Extensions of Credit . The obligation of the Lender Group (or any member thereof) to make any Term Loans hereunder at any time shall be subject to the following conditions precedent:

(a) the representations and warranties of Borrower and its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date);

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(b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and

(c) the receipt by Agent from Borrower of a request for Borrowing pursuant to the requirements of Section  2.3(a) .

3.3 Reserved .

3.4 Effect of Maturity . On the Maturity Date, the applicable commitments of the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrower shall be required to repay all of the Obligations in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Term Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document.

3.5 Conditions Subsequent . The obligation of the Lender Group (or any member thereof) to continue to make Term Loans is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Schedule 3.5 (the failure by Borrower to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by the Required Lenders), shall constitute an Event of Default).

4. REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Term Loan made thereafter, as though made on and as of the date of such Term Loan (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

4.1 Due Organization and Qualification; Subsidiaries .

(a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

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(b) Except as may be required under Borrower’s equity incentive and compensation plans or agreements, Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

(c) All of the outstanding Equity Interests of each Subsidiary of Borrower has been validly issued and is fully paid and non-assessable.

(d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

4.2 Due Authorization; No Conflict .

(a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party.

(b) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens (as defined in the Second Lien Credit Agreement), or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

4.3 Governmental Consents . The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect.

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4.4 Binding Obligations . Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

4.5 Title to Assets; No Encumbrances . Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens, except for Permitted Liens (as defined in the Second Lien Credit Agreement).

4.6 Litigation . There are no actions, suits, or proceedings pending or, to the knowledge of Borrower, after due inquiry, threatened in writing against a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.

4.7 Compliance with Laws . No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

4.8 No Material Adverse Effect . All historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered by Borrower to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the period then ended. Since April 30, 2017, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties and their Subsidiaries, other than (i) as customarily resulting from the commencement of petitions for relief similar to the Bankruptcy Cases and (ii) as contemplated in Borrower’s business plan delivered to the Lenders prior to July 28, 2017.

4.9 Solvency .

(a) Each Loan Party is Solvent.

(b) No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

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4.10 Complete Disclosure . All factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on July 5, 2017 and July 17, 2017 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results).

4.11 Patriot Act . To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “ Patriot Act ”). No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

4.12 Margin Stock . No Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrower will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors.

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4.13 Governmental Regulation . No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.14 OFAC . No Loan Party nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

4.15 O.S.H.A. Each of Borrower and its Subsidiaries has complied in all material respects with, and its facilities, business, leaseholds, equipment and other property are in material compliance with, the provisions of the federal Occupational Safety and Health Act and all rules and regulations promulgated thereunder, and all Federal, state and local governmental rules, ordinances and regulations similar thereto. There are no outstanding citations, notices or orders of non-compliance issued to Borrower or any Subsidiary or relating to its facilities, business, leaseholds, equipment or other property under the federal Occupational Safety and Health Act, any rule or regulation promulgated thereunder, or any similar state or local Governmental Rules.

4.16 First Lien and Second Lien Loan Documents . As of the Closing Date, Borrower has delivered to Agent a complete and correct copy of the First Lien Loan Documents and the Second Lien Loan Documents (in each case including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith).

5. AFFIRMATIVE COVENANTS.

Borrower covenants and agrees that, until termination of all of the Term Commitments and payment in full of the Obligations:

5.1 Financial Matters . Borrower agrees (a) that no Subsidiary of a Loan Party will have a fiscal year different from that of Borrower, (b) to maintain a system of accounting that enables Borrower to produce financial statements in accordance with GAAP, and (c) that it will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales, and (ii) maintain its billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent.

5.2 Existence . Borrower will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of organization and good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their businesses, in each case except as could not reasonably be expected to result in a Material Adverse Effect.

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5.3 Maintenance of Properties . Borrower will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, asset sales and condemnation excepted.

5.4 Compliance with Laws . Borrower will, and will cause each of its Subsidiaries to, comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

5.5 Disclosure Updates . Borrower will, promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

5.6 Formation of Subsidiaries . Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than an Immaterial Subsidiary) or acquires any direct or indirect Subsidiary (other than an Immaterial Subsidiary) after the Closing Date, (a) within 10 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause such new Subsidiary to provide to Agent a joinder to the Guaranty Agreement in form and substance reasonably satisfactory to Agent; provided , that the joinder to the Guaranty Agreement shall not be required to be provided to Agent with respect to any Subsidiary of Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by the Required Lenders in consultation with Borrower) in relation to the benefits to the Lender Group of the security or guarantee afforded thereby, and (b) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the joinder to the Guaranty Agreement referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section  5.6 shall constitute a Loan Document.

5.7 Rights Offering . Borrower will use its reasonable best efforts to effectuate and close the Rights Offering as soon as practicable following the Closing Date, including but not limited to (i) filing a Registration Statement on Form S-1 (or such other form as may then be available to Borrower) containing a prospectus with regard to the Rights Offering, which Registration Statement and prospectus shall be in a form reasonably acceptable to the Lender

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Group, (ii) responding to any comments on the Registration Statement as may be received from the staff of the SEC in order to clear such comments and cause the Registration Statement to become effective, and (iii) mailing or otherwise causing to be available to Borrower’s common stockholders a prospectus and any other documents as may be required in connection with the Rights Offering. Each Lender agrees to cooperate fully with the other parties hereto and to execute and deliver such further filings, documents, certificates, agreements, amendments and instruments and to take such other actions as may be reasonably requested by Borrower to effectuate the Rights Offering.

6 . [RESERVED]

7. [RESERVED]

8. EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an “ Event of Default ”) under this Agreement:

8.1 Payments . If Borrower fails to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion of the Obligations that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of three (3) Business Days, or (b) all or any portion of the principal of the Term Loans;

8.2 Covenants . If any Loan Party or any of its Subsidiaries fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this Section  8 (in which event such other provision of this Section  8 shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any officer of Borrower or (ii) the date on which written notice thereof is given to Borrower by Agent;

8.3 Judgments . If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $1,725,000, or more (except to the extent covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their respective assets, and either (a) there is a period of 30 consecutive days at any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (2) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;

8.4 Voluntary Bankruptcy, etc . If an Insolvency Proceeding is commenced by a Loan Party or any of its Subsidiaries;

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8.5 Involuntary Bankruptcy, etc . If an Insolvency Proceeding is commenced against a Loan Party or any of its Subsidiaries and any of the following events occur: (a) such Loan Party or such Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party or its Subsidiary, or (e) an order for relief shall have been issued or entered therein;

8.6 Default Under Other Agreements . If there is (a) a default under one or more agreements (other than the Loan Documents, the First Lien Loan Documents or the Second Lien Loan Documents) to which a Loan Party or any of its Subsidiaries is a party with one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness involving an aggregate amount of $1,150,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Subsidiary’s obligations thereunder; (b) a default in or an involuntary early termination of one or more Hedge Agreements to which a Loan Party or any of its Subsidiaries is a party involving an aggregate amount of $1,150,000 or more; or (c) a default under the First Lien Credit Agreement or the Second Lien Credit Agreement as a result of the failure to make any payment of any principal, interest, fees or other amount in respect of the First Lien Obligations or the Second Lien Obligations on the final maturity date of any term loans in respect of the First Lien Indebtedness or Second Lien Indebtedness, and such default shall continue (and shall not be cured or waived) for a period of ten (10) days; or (d) a default under the First Lien Credit Agreement or the Second Lien Credit Agreement as a result of the failure to perform or observe any other condition or covenant (after the expiration of any applicable grace or cure periods), or any other event shall occur or condition exist (after the expiration of all applicable grace periods) under the First Lien Loan Documents or the Second Lien Loan Documents, if as a result of such failure, event or condition the maturity of the First Lien Obligations or Second Lien Obligations (or any refinancing thereof) has been accelerated.

8.7 Representations, etc . If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof;

8.8 Guaranty . If the obligation of any Guarantor under the guaranty contained in the Guaranty Agreement is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);

8.9 [Reserved] .

8.10 Loan Documents . The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be created under any Loan Document; or

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8.11 Change of Control . A Change of Control shall occur.

9. RIGHTS AND REMEDIES.

9.1 Rights and Remedies . Upon the occurrence and the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrower), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following:

(a) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Term Loans and all other Obligations, whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrower shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by Borrower;

(b) declare the Term Commitments terminated, whereupon the Term Commitments shall immediately be terminated together with any obligation of any Lender to make Term Loans; and

(c) exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section  8.4 or Section  8.5 , in addition to the remedies set forth above, without any notice to Borrower or any other Person or any act by the Lender Group, the Term Commitments shall automatically terminate and the Obligations, inclusive of the principal of, and any and all accrued and unpaid interest and fees in respect of, the Term Loans and all other Obligations, whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and payable and Borrower shall automatically be obligated to repay all of such Obligations in full, without presentment, demand, protest, or notice or other requirements of any kind, all of which are expressly waived by Borrower.

9.2 Remedies Cumulative . The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

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10. WAIVERS; INDEMNIFICATION.

10.1 Demand; Protest; etc . Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which Borrower may in any way be liable.

10.2 [Reserved] .

10.3 Indemnification . Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “ Indemnified Person ”) harmless (to the fullest extent permitted by law) from and against any and all losses, claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses, joint and several, actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such claim, litigation, investigation or proceeding are brought by Borrower or its equity holders, affiliates, creditors or any other person, or the transactions contemplated hereby or thereby or the monitoring of Borrower’s and its Subsidiaries’ compliance with the terms of the Loan Documents, and to reimburse each Indemnified Person within 30 days of written demand for any reasonable actual documented out of pocket expenses incurred in connection with investigating or defending any of the foregoing (provided, that the indemnification in this clause (a) shall not extend to any proceeding (other than a proceeding against Agent acting pursuant to the Loan Documents in its capacity as Agent or any of its Affiliates or its or their respective officers, directors, employees, controlling persons or members) solely between or among Indemnified Persons that does not arise from any acts or omissions by Borrower or any of its Subsidiaries; it being understood and agreed that the indemnification in this clause (a) shall extend to the Agent-Related Persons and their successors (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or any Taxes or any costs attributable to Taxes, which shall be governed by Section  16 ), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Term Loans hereunder, or the use of the proceeds of the Term Loans provided hereunder (irrespective of whether any Loan Party or Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to Borrower, any of its Subsidiaries or any assets, properties, operations or actions of Borrower or any of its Subsidiaries or any other violations of or liabilities arising under Environmental Law or Environmental Permits by or relating to Borrower or any of its Subsidiaries or any assets or properties owned, leased or operated by Borrower or any of its Subsidiaries (each and all of the foregoing, the “ Indemnified Liabilities ”). The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Person under this Section  10.3 with respect to (1) any Indemnified Liability that

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a court of competent jurisdiction finally determines to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Person or its officers, directors, employees, controlling persons or members or (B) a material breach in bad faith by any Indemnified Person of its obligations under this Agreement or the other Loan Documents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON. THE PROVISIONS OF THIS SECTION 10.3 SHALL SURVIVE THE RESIGNATION OR TERMINATION OF ANY AGENT AND TERMINATION OF THIS AGREEMENT.

11. NOTICES.

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to Borrower or Agent, as the case may be, they shall be sent to the respective address set forth below:

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Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section  11 , shall be deemed received on the earlier of the date of actual receipt or three (3) Business Days after the deposit thereof in the mail; provided , that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment).

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.

(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED , THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS

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TO BRING SUCH ACTION OR WHERE SUCH PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b) .

(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “ CLAIM ”). BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(d) BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(e) NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST AGENT, ANY LENDER, ISSUING BANK, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

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13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

13.1 Assignments and Participations .

(a) (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Term Commitments) to one or more assignees (each, an “ Assignee ”).

(ii) Assignments shall be subject to the following additional conditions:

(A) no assignment may be made (x) to a natural person that is not a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, (y) to a Loan Party or a Subsidiary of a Loan Party or (z) to any Competitor;

(B) the amount of the Term Loans, Term Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $100,000 (except such minimum amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $100,000);

(C) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(D) the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided , that Borrower and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until (1) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (2) such Lender and the Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof and (3) unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in the amount of $3,500; and

(E) the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the “ Administrative Questionnaire ”).

(b) From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been

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assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section  10.3 ) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided , that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section  15 and Section  17.9(a) .

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section  13.1(b) , this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Term Commitments arising therefrom. The Term Commitment allocated to each Assignee shall reduce such Term Commitments of the assigning Lender pro tanto.

(e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “ Participant ”) participating interests in all or any portion of its Obligations, its Term Commitment, and the other rights and interests of that Lender (the “ Originating Lender ”) hereunder and under the other Loan Documents; provided , that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Term Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders

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shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party, and (vii) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

(f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section  17.9 , disclose all documents and information which it now or hereafter may have relating to Borrower and its Subsidiaries and their respective businesses.

(g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

(h) The Loan Parties hereby acknowledge that the Lenders and their Affiliates may securitize the Term Loans (a “ Securitization ”) through the pledge of the Term Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Term Loans or the issuance of direct or indirect interests in the Term Loans to their controlled Affiliates, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Moody’s, S&P or one or more other rating agencies. The Loan Parties shall, to the extent commercially reasonable, cooperate with the Lenders and their Affiliates to effect any and all Securitizations. Notwithstanding the foregoing, no such Securitization shall release the Lender party thereto from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for such Lender as a party hereto and no change in ownership of the Term Loans may be effected except pursuant to this Section  13.1 .

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(i) Agent (as a non-fiduciary agent on behalf of Borrower) shall maintain, or cause to be maintained, a register (the “ Register ”) on which it enters the name and address of each Lender as the registered owner of the Term Commitments and Term Loans (and the principal amount thereof and stated interest thereon) held by such Lender (each, a “ Registered Loan ”). Other than in connection with an assignment by a Lender of all or any portion of its portion of the Term Commitments and Term Loans to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrower shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Term Commitments and Term Loans to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrower, shall maintain a register comparable to the Register.

(j) In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrower, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations) (the “ Participant Register ”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

(k) Agent shall make a copy of the Register (and each Lender shall make a copy of its Participant Register to the extent it has one) available for review by Borrower from time to time as Borrower may reasonably request.

13.2 Successors . This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided , that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section  13.1 and, except as expressly required pursuant to Section  13.1 , no consent or approval by Borrower is required in connection with any such assignment.

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14. AMENDMENTS; WAIVERS.

14.1 Amendments and Waivers .

(a) No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than the Fee Letter), and no consent with respect to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided , that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:

(i) increase the amount of or extend the expiration date of any Term Commitment of any Lender or amend, modify, or eliminate the last sentence of Section  2.4(c) ,

(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except in connection with the waiver of applicability of Section  2.6(c) (which waiver shall be effective with the written consent of the Required Lenders)),

(iv) amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,

(v) amend, modify, or eliminate Section  3.1 or 3.2 ,

(vi) amend, modify, or eliminate Section  15.11 ,

(vii) [reserved],

(viii) amend, modify, or eliminate the definitions of “Required Lenders” or “Pro Rata Share”,

(ix) [reserved],

(x) other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,

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(xi) amend, modify, or eliminate any of the provisions of Section  2.4(b)(i) or (ii) , or

(xii) amend, modify, or eliminate any of the provisions of Section  13.1 with respect to assignments to, or participations with, Persons who are Loan Parties or Affiliates of Loan Parties.

(b) No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate,

(i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrower (and shall not require the written consent of any of the Lenders),

(ii) any provision of Section  15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrower, and the Required Lenders, and

(c) Anything in this Section  14.1 to the contrary notwithstanding, any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Borrower, shall not require consent by or the agreement of any Loan Party.

14.2 Replacement of Certain Lenders .

(a) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section  16 , then Borrower or Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “ Non-Consenting Lender ”) or any Lender that made a claim for compensation (a “ Tax Lender ”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(b) Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including all interest, fees and other amounts that may be due and payable in respect thereof). If the Non-Consenting Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such

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Assignment and Acceptance in the name or and on behalf of the Non-Consenting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section  13.1 . Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Term Commitments, and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the other Loan Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Term Loans.

14.3 No Waivers; Cumulative Remedies . No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrower of any provision of this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

15. AGENT; THE LENDER GROUP.

15.1 Appointment and Authorization of Agent . Each Lender hereby designates and appoints Agent as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section  15 . The provisions of this Section 15 are solely for the benefit of Agent and the Lenders, and neither Borrower nor any other party shall have rights as a third-party beneficiary of any of such provisions. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Lenders agree that Agent shall act upon the written instruction of the Required Lenders with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without

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limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) [reserved] (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower or its Subsidiaries, the Obligations, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

15.2 Delegation of Duties . Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact except to the extent that a court of competent jurisdiction determines in a final and nonappealable order that Agent acted with gross negligence or willful misconduct in the selection of such agent(s) or attorney(s) in fact.

15.3 Liability of Agent . None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by Borrower or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of Borrower or its Subsidiaries.

15.4 Reliance by Agent . Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent

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shall act, or refrain from acting, as it deems advisable. Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. In determining compliance with any condition hereunder to the making of a Term Loan, that by its terms must be fulfilled to the satisfaction of the Lenders, Agent may presume that such condition is satisfactory to the Lenders unless Agent shall have received notice to the contrary from the Lenders prior to the making of such Loan.

15.5 Notice of Default or Event of Default . Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section  15.4 , Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section  9 ; provided , that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

15.6 Credit Decision . Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the

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Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender with any credit or other information with respect to Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement.

15.7 Costs and Expenses; Indemnification . Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers and costs of collection by outside collection agencies, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so) from and against any and all Indemnified Liabilities; provided , that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

15.8 Agent in Individual Capacity . Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though Agent were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, Agent or its Affiliates may receive information regarding Borrower or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them.

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15.9 Successor Agent . Agent may resign as Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower or an Event of Default exists). In addition, the Required Lenders may agree in writing to remove and replace Agent. If Agent resigns or is terminated, as the case may be, under this Agreement, the Required Lenders shall be entitled to appoint a successor Agent for the Lenders from among the Lenders or otherwise. If no successor Agent is appointed prior to the effective date of the resignation or termination, as the case may be, of Agent, the Required Lenders may appoint a successor Agent from among the Lenders or such other Person as the Required Lenders shall select. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section  15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

15.10 Lender in Individual Capacity . Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrower or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances, such Lender shall not be under any obligation to provide such information to them.

15.11 [Reserved] .

15.12 Restrictions on Actions by Lenders; Sharing of Payments .

(a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, set off against the Obligations, any amounts owing by such Lender to Borrower or its Subsidiaries or any deposit accounts of Borrower or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against Borrower or any Guarantor.

(b) If, at any time or times any Lender shall receive payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (i) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of

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all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (ii) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided , that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

15.13 [Reserved] .

15.14 Payments by Agent to the Lenders . All payments to be made by Agent to the Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations (to the extent Borrower has so identified such payments).

15.15 [Reserved] .

15.16 [Reserved ] .

15.17 Several Obligations; No Liability . Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Term Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Term Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section  15.7 , no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for such Lender or on its behalf, nor to take any other action on behalf of such Lender hereunder or in connection with the financing contemplated herein.

16. WITHHOLDING TAXES.

16.1 Payments . All payments by or on account of any obligation of any Loan Party under any Loan Document will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrower shall comply with the next sentence of this Section  16.1 . If any Indemnified Taxes are so levied or imposed, Borrower agrees to pay the full amount of such

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Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section  16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. Borrower shall indemnify Agent and each Lender and Participant, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 16.1) payable or paid by such Agent, Lender or Participant or required to be withheld or deducted from a payment to such Agent, Lender or Participant and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Borrower will furnish to Agent as promptly as possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower agrees to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document.

16.2 Exemptions .

(a) If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) one of the following before receiving its first payment under this Agreement:

(i) if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN, Form W-8BEN-E or Form W-8IMY (with proper attachments);

(ii) if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN or Form W-8BEN-E;

(iii) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI;

(iv) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); or

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(v) a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax.

(b) Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms or promptly notify Borrower and Agent in writing of its legal inability to do so. Each Lender or Participant shall promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(c) If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, provided, that nothing in this Section  16.2(c) shall require a Lender or Participant to disclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms or promptly notify Borrower and Agent in writing of its legal inability to do so. Each Lender and each Participant shall promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(d) If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrower, such Lender or Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrower. To the extent of such percentage amount, Agent will treat such Lender’s or such Participant’s documentation provided pursuant to Section  16.2(a) or 16.2(c) as no longer valid. With respect to such percentage amount, such Assignee (or assignee Participant) may provide new documentation, pursuant to Section  16.2(a) or 16.2(c) , if applicable. Borrower agrees that each Participant shall be entitled to the benefits of this Section  16 with respect to its participation in any portion of the Term Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section  16 with respect thereto.

16.3 Reductions .

(a) If a Lender or a Participant is entitled to a reduction in the applicable withholding tax, Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by Section  16.2(a) or 16.2(c) are not delivered to Agent (or, in the case of

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a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

(b) If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section  16 , together with all costs and expenses (including attorneys’ fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

16.4 Refunds . If Agent or a Lender reasonably determines that it has received a refund of any Indemnified Taxes to which Borrower has paid additional amounts pursuant to this Section  16 , so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or additional amounts paid, by Borrower under this Section  16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided , that Borrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section  16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.

17. GENERAL PROVISIONS.

17.1 Effectiveness . This Agreement shall be binding and deemed effective when executed by Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2 Section Headings . Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

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17.3 Interpretation . Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4 Severability of Provisions . Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5 [Reserved] .

17.6 Debtor-Creditor Relationship . The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

17.7 Counterparts; Electronic Execution . This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

17.8 Revival and Reinstatement of Obligations; Certain Waivers . If any member of the Lender Group repays, refunds, restores, or returns in whole or in part, any payment or property previously paid or transferred to such member of the Lender Group in full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party under any Loan Document, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a “ Voidable Transfer ”), or because such member of the Lender Group elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses, and attorneys’ fees of such member of the Lender Group related thereto, the liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist.

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17.9 Confidentiality .

(a) Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Borrower and its Subsidiaries, their operations, assets, and existing and contemplated business plans (“ Confidential Information ”) shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the Persons in this clause (i), “ Lender Group Representatives ”) on a “need to know” basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to investors, prospective investors, lenders, Subsidiaries and Affiliates of any member of the Lender Group, provided that any such investor, prospective investor, lender, Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section  17.9 , (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrower with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrower pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrower, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrower with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrower pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in connection with any assignment, participation or pledge of any Lender’s interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information either subject to the terms of this Section  17.9 or pursuant to confidentiality requirements substantially similar to those contained in this Section  17.9 (and such Person may disclose such Confidential Information to Persons employed or engaged by them as described in clause (i) above), (ix) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided , that, prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrower with prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan Document.

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(b) Anything in this Agreement to the contrary notwithstanding, Agent and Lenders may disclose information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials. Borrower and each Subsidiary hereby authorizes and gives permission for Agent, Lenders and their respective Affiliates to use the legal or fictional company name, logo, trademark and/or personal quotes in connection with promotional materials that Agent or any Lender may disseminate to the public relating to Agent or such Lender’s relationship with Borrower. Promotional materials may include, but are not limited to, brochures, video tapes, emails, internet websites, advertising in newspapers and/or other periodicals, lucites, pictures and photographs.

(c) The Loan Parties hereby acknowledge that Agent or its Affiliates may make available to the Lenders materials or information provided by or on behalf of Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the “ Platform ”) and certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “ Public Lender ”). The Loan Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC” or otherwise at any time filed with the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor” (or such other similar term).

17.10 Survival . All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Term Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of, or any accrued interest on, any Term Loan or any fee or any other amount payable under this Agreement is outstanding or unpaid and so long as the Term Commitments have not expired or been terminated.

17.11 Patriot Act . Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the names, address and tax identification numbers of the Loan Parties and other information that will

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allow such Lender to identify the Loan Parties in accordance with the Patriot Act. In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties’ senior management and key principals, and Borrower agrees to cooperate in respect of the conduct of such searches and further agrees that the reasonable costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrower. This notice is given in accordance with the requirements of the Patriot Act and is effective for Agent.

17.12 Integration . This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

17.13 No Setoff . All payments made by Borrower hereunder or under any note or other Loan Document will be made in immediately available funds and without setoff, counterclaim, or other defense.

17.14 Subordination Agreement . Agent and each Lender hereunder, by its acceptance of the benefits provided hereunder, (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Subordination Agreement, and (b) authorizes and instructs Agent to enter into the Subordination Agreement as Agent on behalf of each Lender. Agent and each Lender hereby agrees that the terms, conditions and provisions contained in this Agreement are subject to the Subordination Agreement and, in the event of a conflict between the terms of the Subordination Agreement and this Agreement, the terms of the Subordination Agreement shall govern and control.

[Signature pages to follow.]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

Schedule 1.1

As used in the Agreement, the following terms shall have the following definitions:

“ Accounting Changes ” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

“ Administrative Questionnaire ” has the meaning specified therefor in Section  13.1(a) of the Agreement.

“ Affected Lender ” has the meaning specified therefor in Section  2.13(b) of the Agreement.

“ Affiliate ” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise. Notwithstanding the foregoing, no Lender shall be deemed to be an Affiliate of a Loan Party.

“ Agent ” has the meaning specified therefor in the preamble to the Agreement.

“ Agent-Related Persons ” means Agent, together with its Affiliates, controlling persons and their respective directors, officers, employees, partners, advisors, agents and other representatives of each of the foregoing and their respective successors.

“ Agent’s Account ” means the Deposit Account of Agent identified on Schedule A-1 to the Agreement (or such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Borrower and the Lenders).

“ Agreement ” means the Bridge Term Loan Credit Agreement to which this Schedule 1.1 is attached.

“ Application Event ” means the occurrence and continuance of (a) a failure by Borrower to repay the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments be applied pursuant to Section  2.4(b)(ii) of the Agreement.

“ Assignee ” has the meaning specified therefor in Section  13.1(a) of the Agreement.

“ Assignment and Acceptance ” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to the Agreement.

“ Authorized Person ” means any one of the individuals identified on Schedule A-2 to the Agreement, as such schedule is updated from time to time by written notice from Borrower to Agent.

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“ Bankruptcy Code ” means Chapter 11 of title 11 of the United States Code.

“ Board of Directors ” means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ” has the meaning specified therefor in the preamble to the Agreement.

“ Borrower Materials ” has the meaning specified therefor in Section  17.9(c) of the Agreement.

“ Borrowing ” means a borrowing consisting of Term Loans made on the same day by the Lenders.

“ Business Day ” means any day excluding Saturday, Sunday, and any day which is a legal holiday under the laws of the State of New York or which is a day on which Agent is otherwise closed for transacting business with the public.

“ CFC ” means a controlled foreign corporation (as that term is defined in the IRC).

“ Change in Law ” means the occurrence after the date of the Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything in the Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“ Change of Control ” means that:

(a) Gates Capital Management LLC and Ascribe Capital LLC shall cease to own and control legally and beneficially (free and clear of all Liens), either directly or indirectly, equity securities in Borrower representing more than 40% of the combined voting power of all of equity securities entitled to vote for members of the board of directors or equivalent governing body of Borrower; or

Schedule 1.1 - Page 2

(b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Equity Investors becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the Equity Interests of Borrower entitled to vote for members of the board of directors or equivalent governing body of Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or

(c) during any period of 12 consecutive months, individuals who at the beginning of such period were members of Borrower’s board of directors cease for any reason to constitute a majority of the directors of Borrower then in office unless (i) such new directors were elected by a majority of the directors of Borrower who constituted the board of directors of Borrower at the beginning of such period (or by directors so elected) or by the stockholders pursuant to the nomination of the existing directors, or (ii) the reason for such directors failing to constitute a majority is a result of retirement by directors due to age, death or disability, or

(d) Borrower shall cease, directly or indirectly, to own and control legally and beneficially all of the Equity Interests in the other Loan Parties; or

(e) a “Change of Control” (as defined in the First Lien Credit Agreement or the Second Lien Credit Agreement) shall occur.

“ China Water ” means China Water and Drinks, Inc., a Delaware corporation.

“ Clearwater Acquisition ” has the meaning set forth in the recitals to the Agreement.

“ Clearwater Acquisition Agreement ” means the Equity Purchase Agreement, dated as of October 5, 2018, among David Niederst Irrevocable Trust and Stillwater Seven, LLC as sellers and Nuverra Ohio Disposal LLC, as buyer, as amended and in effect from time to time to the extent permitted herein.

“ Clearwater Entities ” means, collectively, Clearwater Five, Clearwater Solutions and Clearwater Three.

“ Clearwater Five ” has the meaning set forth in the recitals to the Agreement.

“ Clearwater Solutions ” has the meaning set forth in the recitals to the Agreement.

“ Clearwater Three ” has the meaning set forth in the recitals to the Agreement.

“ Clearwater Transactions ” means (a) the Clearwater Acquisition and the other transactions contemplated by the Clearwater Acquisition Agreement, (b) the entering into of this Agreement and the other Loan Documents, (c) the entering into the First Lien Amendment and any related First Lien Loan Documents and (d) the payment of all fees and expenses in connection herewith and therewith.

Schedule 1.1 - Page 3

“ Closing Date ” means the date of the making of the initial Term Loans (or other extension of credit) under the Agreement.

“ Competitor ” means any Person which is a direct competitor of Borrower or its Subsidiaries if, at the time of a proposed assignment, the assigning Lender has actual knowledge that such Person is a direct competitor of Borrower or its Subsidiaries; provided , that in connection with any assignment or participation, the Assignee or Participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank, a finance company, a fund, or other Person which merely has an economic interest in any such direct competitor, and is not itself such a direct competitor of Borrower or its Subsidiaries, shall not be deemed to be a direct competitor for the purposes of this definition.

“ Confidential Information ” has the meaning specified therefor in Section  17.9(a) of the Agreement.

“ Default ” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“ Designated Account ” means the Deposit Account of Borrower identified on Schedule D-1 to the Agreement (or such other Deposit Account of Borrower located at Designated Account Bank that has been designated as such, in writing, by Borrower to Agent).

“ Designated Account Bank ” has the meaning specified therefor in Schedule D-1 to the Agreement (or such other bank that is located within the United States that has been designated as such, in writing, by Borrower to Agent).

“ Designated Price ” means the 20-day volume weighted average price of the common stock of Borrower preceding the issuance of a press release or other similar public announcement of the Clearwater Acquisition.

“ Disqualified Equity Interests ” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Term Loans and all other Obligations that are accrued and payable and the termination of the Term Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provide for the scheduled payments of dividends in cash, or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date.

“ Dollars ” or “ $ ” means United States dollars.

Schedule 1.1 - Page 4

“ Environmental Action ” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of or liability under Environmental Laws or releases of Hazardous Materials, including without limitation (a) from any assets, properties, or businesses of any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest.

“ Environmental Law ” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on Borrower or its Subsidiaries, relating to the environment, the effect of the environment on human health, employee health, or Hazardous Materials, in each case as amended from time to time.

“ Environmental Liabilities ” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies and diminution in value), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action or otherwise relating to or arising under any Environmental Laws or Environmental Permits.

“ Environmental Permits ” means all permits, licenses, consents, authorizations and registrations required under Environmental Laws.

“ Equity Interests ” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“ Equity Investors ” means Mark D. Johnsrud, Gates Capital Management LLC, Ascribe Capital LLC and their respective Affiliates.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

“ ERISA Affiliate ” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which Borrower or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with Borrower or any of its Subsidiaries and whose employees are aggregated with the employees of Borrower or its Subsidiaries under IRC Section 414(o).

Schedule 1.1 - Page 5

“ Event of Default ” has the meaning specified therefor in Section  8 of the Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934, as in effect from time to time.

“ Excluded Taxes ” means (i) any tax imposed on the net income or net profits of any Lender or any Participant (including any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s or such Participant’s principal office is located in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any other Loan Document); (ii) taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section  16.2 of the Agreement, (iii) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender pursuant to a law in effect at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), except (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section  16.1 of the Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority, and (iv) any United States federal withholding taxes imposed under FATCA.

“ FATCA ” means Sections 1471 through 1474 of the IRC, as of the date of the Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“ Fee Letter ” means, collectively, that certain fee letter, dated as of even date with the Agreement, between Borrower and Agent.

“ First Lien Agent ” means the “Agent” under and as defined in the First Lien Credit Agreement.

“ First Lien Amendment ” means First Amendment to the First Lien Credit Agreement, dated the date hereof, among the First Lien Agent, the Borrower and each other party thereto from time to time as a loan party thereunder.

Schedule 1.1 - Page 6

“ First Lien Credit Agreement ” means that certain First Lien Credit Agreement, dated as of August 7, 2017, by and among ACF FinCo I LP, the First Lien Agent, the First Lien Lenders, Borrower and each other Person party thereto from time to time as a loan party thereunder, as amended and in effect from time to time.

“ First Lien Indebtedness ” means the Indebtedness evidenced by the First Lien Loan Documents.

“ First Lien Lenders ” means each of the “Lenders” under and as defined in the First Lien Credit Agreement.

“ First Lien Loan Documents ” means the First Lien Credit Agreement and each other agreement, document and instrument executed and delivered in connection therewith, as amended and in effect from time to time.

“ First Lien Obligations ” means the “Obligations” as defined in the First Lien Credit Agreement.

“ Foreign Lender ” means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).

“ Funding Date ” means the date on which a Borrowing occurs.

“ GAAP ” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“ Governing Documents ” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

“ Governmental Authority ” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantor ” means (a) each Subsidiary of Borrower organized in the United States of America as of the Closing Date, and (b) each other Person that becomes a guarantor after the Closing Date pursuant to Section  5.6 of the Agreement; provided that it is understood and agreed that (i) Nuverra Rocky Mountain and (ii) China Water shall each not be required to become a guarantor hereunder so long as it remains an Immaterial Subsidiary (and that, in either case, upon ceasing to be an Immaterial Subsidiary, it shall within 10 Business Days take all actions required under the Loan Documents, including Section  5.6 of the Agreement, to become a guarantor hereunder and take all actions incidental thereto).

“ Guaranty Agreement ” means the guaranty agreement, dated as of even date with the Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrower and each of the Guarantors to Agent.

Schedule 1.1 - Page 7

“ Hazardous Materials ” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“ Hedge Agreement ” means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.

“ Immaterial Subsidiaries ” means any Subsidiary of Borrower which does not (a) own any assets (other than assets of a de minimis nature), (b) have any liabilities (other than liabilities of a de minimis nature), or (c) engage in any business activity and “ Immaterial Subsidiary ” means any one of them. As of the Closing Date, Nuverra Rocky Mountain and China Water are Immaterial Subsidiaries.

“ Indebtedness ” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any Earn-Out required to be paid in cash or similar obligation, (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person, and (h) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation.

“ Indemnified Liabilities ” has the meaning specified therefor in Section  10.3 of the Agreement.

Schedule 1.1 - Page 8

“ Indemnified Person ” has the meaning specified therefor in Section  10.3 of the Agreement.