Aly Energy Services, Inc. (Form: 8-K, Received: 04/16/2014 08:23:30)

EXHIBIT D

AMENDED AND RESTATED GUARANTY AGREEMENT

This Amended and Restated Guaranty Agreement dated as of April 15, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “ Guaranty ”) is executed by each of the undersigned (individually a “ Guarantor ” and collectively, the “ Guarantors ”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (as defined below) for the ratable benefit of the Secured Parties.

INTRODUCTION

A. Aly Operating, Inc., a Delaware corporation (f/k/a Aly Energy Services Inc.) (the “ Existing Borrower ”) has previously entered into the Credit Agreement dated as of October 26, 2012 (as heretofore amended, supplemented, restated or otherwise modified from time to time, the “ Existing Credit Agreement ”) with Wells Fargo Bank, National Association, as administrative agent, issuing bank and swing line lender and the lenders party thereto, including certain of the Lenders (the “ Existing Lenders ”).

B. In order to secure full and punctual payment and performance of the obligations under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement), certain Guarantors executed and delivered to the Administrative Agent the Guaranty Agreement dated as of October 26, 2012 (as heretofore amended, supplemented, restated or otherwise modified from time to time, the “ Existing Guaranty ”).

C. Aly Energy Services, Inc., a Delaware corporation (the “ Borrower ”) has assumed the obligations of the Existing Borrower under the Existing Credit Agreement, and the parties to the Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement in its entirety pursuant to that certain Amended and Restated Credit Agreement dated as of April 15, 2014 (as it may be amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the lenders party thereto from time to time, (the “ Lenders ”) and Wells Fargo Bank, National Association, as the administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders, as the issuing lender (in such capacity, the “ Issuing Lender ”) and as the swing line lender (in such capacity, the “ Swing Line Lender ”).

D. Each Guarantor (other than the Borrower) is a Subsidiary (as defined in the Credit Agreement) of the Borrower and (i) the transactions contemplated by the Credit Agreement and the other Credit Documents, (ii) the Hedging Arrangements entered into by the Borrower or any Guarantor with a Swap Counterparty, and (iii) the Banking Services provided by any Banking Services Provider to the Borrower or any Guarantor, each are (a) in furtherance of such Subsidiary’s corporate, limited liability company or partnership purposes, (b) necessary or convenient to the conduct, promotion or attainment of such Subsidiary’s business, and (c) for such Subsidiary’s direct or indirect benefit.

E. Each Guarantor is executing and delivering this Guaranty (i) to induce the Lenders to provide and to continue to provide Advances under the Credit Agreement, (ii) to induce the Issuing Lender to provide and to continue to provide Letters of Credit under the Credit Agreement, and (iii) intending it to be a legal, valid, binding, enforceable and continuing obligation of such Guarantor.

NOW, THEREFORE, in consideration of the premises, each Guarantor hereby agrees as follows:

Section 1. Definitions. All capitalized terms not otherwise defined in this Guaranty, including those in the preamble and recitals above, that are defined in the Credit Agreement shall have the meanings assigned to such terms by the Credit Agreement.

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Section 2. Guaranty .

(a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “ Guaranteed Obligations ”) provided , however that “Guaranteed Obligations” shall not include the Excluded Swap Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any Subsidiary of the Borrower to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by the Borrower or any Subsidiary of the Borrower to the Swap Counterparty but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any Subsidiary of the Borrower.

(b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any date under this Guaranty by any Guarantor (the “ Funding Guarantor ”), each other Guarantor (each a “ Contributing Guarantor ”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

(c) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “ Fraudulent Transfer Laws ”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case:

(i) after giving effect to all liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding:

(A) any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder;

(B) any liabilities of such Guarantor under this Guaranty; and

(C) any liabilities of such Guarantor under each of its other guaranties of and joint and several co-borrowings of Debt, in each case entered into on the date this Guaranty becomes effective, which contain a limitation as to maximum amount substantially similar to that set forth in this Section 2(c) (each such other guaranty and joint and several co-borrowing entered into on the date this Guaranty becomes effective, a “ Competing Guaranty ”) to the extent such Guarantor’s liabilities under such Competing Guaranty exceed an amount equal to (1) the aggregate principal amount of such Guarantor’s obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(c) ), multiplied by (2) a fraction (i) the numerator of which is the aggregate principal amount of such Guarantor’s obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(c) ), and (ii) the denominator of which is the sum of (x) the aggregate principal amount of the obligations of such Guarantor under all other Competing Guaranties (notwithstanding the operation of those limitations contained in such other Competing Guaranties that are substantially similar to this Section 2(c) ), (y) the aggregate principal amount of the obligations of such Guarantor under this Guaranty (notwithstanding the operation of this Section 2(c) ), and (z) the aggregate principal amount of the obligations of such Guarantor under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(c) ); and

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(ii) after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under Section 2(b) ).

Section 3. Guaranty Absolute . Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto but subject to Section 2(c) above. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or under any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any other Guarantor or any other Person or whether the Borrower, any other Guarantor or any other Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent not prohibited by applicable law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto or any part of the Guaranteed Obligations being irrecoverable;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Person under the Credit Documents or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Credit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or otherwise;

(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any Guarantor;

(e) any change, restructuring or termination of the corporate structure or existence of the Borrower or any Guarantor;

(f) any failure of any Secured Party to disclose to the Borrower or any Guarantor any information relating to the business, condition (financial or otherwise), operations, properties or prospects of any Person now or in the future known to the Administrative Agent, the Issuing Lender, the Swing Line Lender, any Lender or any other Secured Party (and each Guarantor hereby irrevocably waives any duty on the part of any Secured Party to disclose such information);

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(g) any signature of any officer of the Borrower or any Guarantor being mechanically reproduced in facsimile or otherwise; or

(h) any other circumstance or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Guarantor or any other guarantor, surety or other Person.

Section 4. Continuation and Reinstatement, Etc. Each Guarantor agrees that, to the extent that payments of any of the Guaranteed Obligations are made, or any Secured Party receives any proceeds of collateral, and such payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, or otherwise required to be repaid, then to the extent of such repayment the Guaranteed Obligations shall be reinstated and continued in full force and effect as of the date such initial payment or collection of proceeds occurred. EACH GUARANTOR SHALL DEFEND AND INDEMNIFY EACH SECURED PARTY FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE UNDER THIS SECTION 4 (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) IN THE DEFENSE OF ANY SUCH ACTION OR SUIT, I NCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE ARISING, IN WHOLE OR IN PART, AS A RESULT OF THE INDEMNIFIED SECURED PARTY’S OWN COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE BUT EXCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE THAT IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED SECURED PARTY’S GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT .

Section 5. Waivers and Acknowledgments .

(a) Each Guarantor, to the extent not prohibited by applicable law, hereby waives promptness, diligence, presentment, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property or exhaust any right or take any action against the Borrower or any other Person or any collateral.

(b) Each Guarantor, to the extent not prohibited by applicable law, hereby irrevocably waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(c) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from (i) the financing arrangements involving the Borrower or any Guarantor contemplated by the Credit Documents, (ii) the Hedging Arrangements with a Swap Counterparty, and (iii) the Banking Services provided to the Borrower or any Guarantor by any Secured Party, and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits.

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Section 6. Subrogation and Subordination .

(a) No Guarantor will exercise any rights that it may now have or hereafter acquire against the Borrower or any other Person to the extent that such rights arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty or any other Credit Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower or any other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the occurrence of the Termination Date (as defined below). If any amount shall be paid to a Guarantor in violation of the preceding sentence at any time prior to or on the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantors under this Guaranty, whether matured or unmatured, in accordance with the terms of the Credit Documents. For purposes of this Guaranty, “Termination Date” means the date on or prior to which each of the following shall have occurred: (i) the termination of the Commitments, (ii) the termination of all Hedging Agreements with such Swap Counterparties (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), (iii) the termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the Issuing Lender in its sole discretion have been made), and (iv) the payment in full of all outstanding Advances, Letter of Credit Obligations and all other Secured Obligations (other than indemnity obligations and other similar obligations that survive the termination of this Guaranty for which no notice of claim has been received by any Guarantor).

(b) Each Guarantor agrees that, until after the Termination Date, all Subordinated Guarantor Obligations (as hereinafter defined) are and shall be subordinate and inferior in rank, preference and priority to all obligations of such Guarantor in respect of the Guaranteed Obligations hereunder, and such Guarantor shall, if requested by the Administrative Agent, execute a subordination agreement reasonably satisfactory to the Administrative Agent to more fully set out the terms of such subordination. Each Guarantor agrees that none of the Subordinated Guarantor Obligations shall be secured by a lien or security interest on any assets of such Guarantor or any ownership interests in any Subsidiary of such Guarantor. “ Subordinated Guarantor Obligations ” means any and all obligations and liabilities of a Guarantor owing to the Borrower or any other Guarantor, direct or contingent, due or to become due, now existing or hereafter arising, including, without limitation, all future advances, with interest, attorneys’ fees, expenses of collection and costs.

Section 7. Representations and Warranties . Each Guarantor hereby represents and warrants as follows:

(a) There are no conditions precedent to the effectiveness of this Guaranty. Such Guarantor benefits from executing this Guaranty.

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(b) Such Guarantor has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty, and such Guarantor has established adequate means of obtaining from the Borrower and each other relevant Person on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial and otherwise), operations, properties and prospects of the Borrower and each other relevant Person.

(c) The obligations of such Guarantor under this Guaranty are the valid, binding and legally enforceable obligations of such Guarantor, (except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the rights of creditors generally and (ii) general principles of equity whether applied by a court of law or equity), and the execution and delivery of this Guaranty by such Guarantor has been duly and validly authorized in all respects by all requisite corporate, limited liability company or partnership actions on the part of such Guarantor, and the Person who is executing and delivering this Guaranty on behalf of such Guarantor has full power, authority and legal right to so do, and each Guarantor has full power, authority and legal right to observe and perform all of the terms and conditions of this Guaranty on such Guarantor’s part to be observed or performed.

Section 8. Right of Set-Off . Upon the occurrence and during the continuance of any Event of Default, any Lender or the Administrative Agent, the Issuing Lender, the Swing Line Lender and any other Secured Party is hereby authorized at any time, to the fullest extent permitted by law, to set-off and apply any deposits (general or special, time or demand, provisional or final) and other indebtedness owing by such Secured Party to the account of each Guarantor against any and all of the obligations of the Guarantors under this Guaranty, irrespective of whether or not such Secured Party shall have made any demand under this Guaranty and although such obligations may be contingent and unmatured. Such Secured Party shall promptly notify the affected Guarantor after any such set-off and application is made, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Secured Parties under this Section 8 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which any Secured Party may have.

Section 9. Amendments, Etc . No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the affected Guarantor and the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 10. Notices, Etc . All notices and other communications provided for hereunder shall be sent in the manner provided for in Section 9.9 of the Credit Agreement, if to a Guarantor, at its address for notices specified in Schedule II to the Security Agreement, and if to any Secured Party, at its address specified in or pursuant to the Credit Agreement. All such notices and communications shall be effective when delivered.

Section 11. No Waiver: Remedies . No failure on the part of the Administrative Agent or any other Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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Section 12. Continuing Guaranty: Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the Termination Date, (b) be binding upon each Guarantor and its successors and assigns, (c) inure to the benefit of and be enforceable by the Administrative Agent, each Lender, the Swing Line Lender and the Issuing Lender and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns, and (d) inure to the benefit of and be enforceable by a Swap Counterparty and each of its successors, transferees and assigns to the extent such successor, transferee or assign is a Lender or an Affiliate of a Lender. Without limiting the generality of the foregoing clause (c) , subject to Section 9.7 of the Credit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in all respects to the provisions of the Credit Agreement. Each Guarantor acknowledges that upon any Person becoming a Lender, the Administrative Agent, the Swing Line Lender or the Issuing Lender in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Section 13. Governing Law; Service of Process . This Guaranty shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). Each Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to such Guarantor at the address set forth for such Guarantor in Schedule II to the Security Agreement. Nothing in this Section shall affect the rights of any Lender to serve legal process in any other manner permitted by the law or affect the right of any Lender to bring any action or proceeding against any Guarantor or its Property in the courts of any other jurisdiction.

Section 14. Submission to Jurisdiction . The parties hereto hereby agree that any suit or proceeding arising in respect of this Guaranty, or any of the matters contemplated hereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court. 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 applicable law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 14 . Each of the parties hereto hereby agrees that Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to this Guaranty and irrevocably waives, to the fullest extent permitted by applicable Legal Requirement, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court.

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Section 15. Waiver of Jury . THE GUARANTORS HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY AND HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 16. INDEMNIFICATION . EACH GUARANTOR AGREES TO, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ISSUING LENDER AND EACH SECURED PARTY AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN “ INDEMNITEE ”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THIS GUARANTY , IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE APPLICABLE INDEMNITEE , EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S OBLIGATIONS UNDER THIS GUARANTY. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 16 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY GUARANTOR, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNITEE OR ANY OTHER PERSON OR ANY INDEMNITEE IS OTHERWISE A PARTY THERETO. No Guarantor shall, without the prior written consent of each Indemnitee affected thereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee and (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee.

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Section 17. Additional Guarantors . Pursuant to Section 5.6 of the Credit Agreement, each Subsidiary of the Borrower that was not in existence on the date of the Credit Agreement is required to enter into this Guaranty as a Guarantor upon becoming a Subsidiary. Upon execution and delivery after the date hereof by the Administrative Agent and such Subsidiary of an instrument in the form of Annex 1 , such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Guaranty shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Guaranty.

Section 18. Amendment and Restatement . This Guaranty is an amendment and restatement of the Existing Guaranty and supersedes the Existing Guaranty in its entirety; provided, however, that the execution and delivery of this Guaranty shall not effect a novation of the Existing Guaranty but shall be, to the fullest extent applicable, in modification, renewal, confirmation and extension of such Existing Guaranty.

Section 19 . USA Patriot Act . Each Secured Party that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any other Secured Party) hereby notifies each Guarantor that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))(the “ Act ”), it is required to obtain, verify and record information that identifies such Guarantor, which information includes the name and address of such Guarantor and other information that will allow such Secured Party or the Administrative Agent, as applicable, to identify such Guarantor in accordance with the Act. Following a request by any Secured Party, each Guarantor shall promptly furnish all documentation and other information that such Secured Party reasonably requests in order to comply with its ongoing obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS (AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS GUARANTY) REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

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Each Guarantor has caused this Guaranty to be duly executed as of the date first above written.

	GUARANTORS : ALY ENERGY SERVICES, INC.

	By:	/s/ Munawar H. Hidayatallah
		Munawar H. Hidayatallah
		Chairman of the Board and Chief Executive Officer

	ALY OPERATING, INC.

	By:	/s/ Munawar H. Hidayatallah
		Munawar H. Hidayatallah
		Chairman of the Board and Chief Executive Officer

	AUSTIN CHALK PETROLEUM SERVICES CORP.

	By: Aly Operating, Inc., its sole shareholder

	By:	/s/ Munawar H. Hidayatallah
		Munawar H. Hidayatallah
		Chairman of the Board and Chief Executive Officer

	ALY CENTRIFUGE INC.

	By:	/s/ Munawar H. Hidayatallah
		Munawar H. Hidayatallah
		Chairman of the Board and Chief Executive Officer

Signature Page to Amended and Restated Guaranty Agreement

Annex 1 to the Amended and Restated Guaranty Agreement

SUPPLEMENT NO. ____ dated as of ______________(the “ Supplement ”), to the Amended and Restated Guaranty Agreement dated as of April 15, 2014 (as amended, supplemented or otherwise modified from time to time, the “ Guaranty Agreement ”), executed by [________________________] (each a “ Guarantor ” and collectively, the “ Guarantors ”), and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “ Administrative Agent ”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein).

A. Reference is made to the Amended and Restated Credit Agreement dated as of April 15, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Aly Energy Services, Inc., a Delaware corporation (the “ Borrower ”), the lenders from time to time party thereto (the “ Lenders ”), the Administrative Agent, Wells Fargo Bank, National Association, as the issuing lender (the “ Issuing Lender ”) and as the swing line lender.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the Credit Agreement.

C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Section 17 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “ New Guarantor ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

SECTION 1. In accordance with Section 17 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The terms and conditions of the Guaranty Agreement are hereby incorporated herein by reference.

Annex 1 to Amended and Restated Guaranty Agreement

SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it by all requisite corporate, limited liability company or partnership action and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect.

SECTION 5. This Supplement shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to the New Guarantor at the address set forth on the signature page to this Supplement. Nothing in this Section shall affect the rights of any Lender to serve legal process in any other manner permitted by the law or affect the right of any Lender to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction.

Annex 1 to Amended and Restated Guaranty Agreement

SECTION 6. The parties hereto hereby agree that any suit or proceeding arising in respect of this Supplement, or any of the matters contemplated hereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court. 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 applicable law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Supplement in any court referred to in this Section 6 . Each of the parties hereto hereby agrees that Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to this Supplement and irrevocably waives, to the fullest extent permitted by applicable Legal Requirement, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 7. THE NEW GUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AND HAS CONSULTED WITH COUNSEL OF ITS CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 8. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement.

THIS SUPPLEMENT, THE GUARANTY AGREEMENT AND THE OTHER CREDIT DOCUMENTS (AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS SUPPLEMENT) REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

[Remainder of this page intentionally left blank.]

Annex 1 to Amended and Restated Guaranty Agreement

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the Guaranty Agreement as of the day and year first above written.

	[Name of New Guarantor]

	By:
	Name:
	Title:

	Address for New Guarantor :

	_____________________
	_____________________

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

	By:
	Name:
	Title:

Annex 1 to Amended and Restated Guaranty Agreement

EXHIBIT G

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

This Amended and Restated Pledge and Security Agreement, dated as of April 15, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “ Security Agreement ”), is by and among Aly Energy Services, Inc., a Delaware corporation (the “ Borrower ”), certain subsidiaries of the Borrower party hereto from time to time (collectively with the Borrower, the “ Grantors ” and individually, a “ Grantor ”), and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “ Administrative Agent ”) for the ratable benefit of the Secured Parties.

W I T N E S S E T H :

B. In order to secure full and punctual payment and performance of the obligations under the Existing Credit Agreement and the other Credit Documents (as defined in the Existing Credit Agreement), certain Grantors executed and delivered to the Administrative Agent the Pledge and Security Agreement dated as of October 26, 2012 (as heretofore amended, supplemented, restated or otherwise modified from time to time, the “ Existing Security Agreement ”).

C. The Borrower has assumed the obligations of the Existing Borrower under the Existing Credit Agreement, and the parties to the Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement in its entirety pursuant to that certain Amended and Restated Credit Agreement dated as of April 15, 2014 (as it may be amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the lenders party thereto from time to time, (the “ Lenders ”) and Wells Fargo Bank, National Association, as the administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders, as the issuing lender (in such capacity, the “ Issuing Lender ”) and as the swing line lender (in such capacity, the “ Swing Line Lender ”).

D. Each Grantor (other than the Borrower) is a Subsidiary (as defined in the Credit Agreement) of the Borrower and (i) the transactions contemplated by the Credit Agreement and the other Credit Documents, (ii) the Hedging Arrangements entered into by the Borrower or any other Grantor with a Swap Counterparty, and (iii) the Banking Services provided by any Banking Services Provider to the Borrower or any other Grantor, each are (a) in furtherance of such Subsidiary’s corporate, limited liability company or partnership purposes, (b) necessary or convenient to the conduct, promotion or attainment of such Subsidiary’s business, and (c) for such Subsidiary’s direct or indirect benefit.

E. Each Grantor is executing and delivering this Security Agreement (i) to induce the Lenders to provide and to continue to provide Advances under the Credit Agreement, (ii) to induce the Issuing Lender to provide and to continue to provide Letters of Credit under the Credit Agreement, and (iii) intending it to be a legal, valid, binding, enforceable and continuing obligation of such Grantor.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees, for the benefit of each Secured Party, as follows:

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ARTICLE I

DEFINITIONS

SECTION 1.1. Certain Terms . The following terms (whether or not underscored) when used in this Security Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“ Administrative Agent ” has the meaning set forth in the preamble .

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

“ Collateral ” has the meaning set forth in Section 2.1 .

“ Collateral Account ” has the meaning set forth in Section 4.3(b) .

“ Computer Hardware and Software Collateral ” means (a) all computer and other electronic data processing hardware, integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and all peripheral devices and other related computer hardware, including all operating system software, utilities and application programs in whatsoever form, (b) software programs (including both source code, object code and all related applications and data files), designed for use on the computers and electronic data processing hardware described in clause (a) above, (c) all firmware associated therewith, (d) all documentation (including flow charts, logic diagrams, manuals, guides, specifications, training materials, charts and pseudo codes) with respect to such hardware, software and firmware described in the preceding clauses (a) through (c) , and (e) all rights with respect to all of the foregoing, including copyrights, licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, improvements, error corrections, updates, additions or model conversions of any of the foregoing.

“ Control Agreement ” means an agreement in form and substance reasonably satisfactory to the Administrative Agent, that provides for the Administrative Agent (for the ratable benefit of the Secured Parties) to have “control” (as defined in the UCC) over certain Collateral.

“ Copyright Collateral ” means all copyrights of any Grantor, registered or unregistered and whether published or unpublished, now or hereafter in force throughout the world including all of such Grantor’s rights, titles and interests in and to all copyrights registered in the United States Copyright Office or anywhere else in the world, including without limitation those copyrights referred to in Item C of Schedule III hereto, and registrations and recordings thereof and all applications for registration thereof, whether pending or in preparation, all copyright licenses, the right to sue for past, present and future infringements of any of the foregoing, all rights corresponding thereto, all extensions and renewals of any thereof and all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and Proceeds of suit, which are owned or licensed by such Grantor.

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“ Credit Agreement ” has the meaning set forth in the first recital .

“ Distributions ” means all cash, cash dividends, stock dividends, other distributions, liquidating dividends, shares of stock resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, and all other distributions or payments (whether similar or dissimilar to the foregoing) on or with respect to, or on account of, any Pledged Share or Pledged Interest or other rights or interests constituting Collateral.

“ Equipment ” has the meaning set forth in Section 2.1(a) .

“ Excluded Collateral ” has the meaning set forth in Section 2.1 .

“ General Intangibles ” means all “general intangibles” and all “payment intangibles”, each as defined in the UCC, and shall include all interest rate or currency protection or Hedging Arrangements, all tax refunds, all licenses, permits, concessions and authorizations and all Intellectual Property Collateral (in each case, regardless of whether characterized as general intangibles under the UCC).

“ Governmental Approval ” has the meaning set forth in Section 2.1(f) .

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

“ Indemnitees ” has the meaning set forth in Section 6.3(a) .

“ Intellectual Property Collateral ” means, collectively, the Copyright Collateral, the Patent Collateral, the Trademark Collateral and the Trade Secrets Collateral.

“ Inventory ” has the meaning set forth in Section 2.1(b) .

“ Lenders ” has the meaning set forth in the first recital.

“ Patent Collateral ” means (a) all inventions and discoveries, whether patentable or not, all letters patent and applications for letters patent throughout the world, including without limitation those patents referred to in Item A of Schedule III hereto, and any patent applications in preparation for filing, (b) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the items described in clause (a) , (c) all patent licenses, and other agreements providing any Grantor with the right to use any items of the type referred to in clauses (a) and (b) above, and (d) all proceeds of, and rights associated with, the foregoing (including licenses, royalties income, payments, claims, damages and proceeds of infringement suits), the right to sue third parties for past, present or future infringements of any patent or patent application, and for breach or enforcement of any patent license.

“ Pledged Interests ” means all Equity Interests or other ownership interests of any Pledged Interests Issuer described in Item A of Schedule I hereto and all Equity Interests or other ownership interests of any Pledged Interests Issuer hereafter acquired by, or otherwise issued to, each Grantor, including those described in Item A of Schedule I hereto; all certificates representing any such interests; all options and other rights (including, without limitation, all options and rights under or pursuant to any registrations, articles, by-laws, regulations, limited liability company agreements or constitutive agreements governing or representing any such interests), contractual or otherwise, at any time existing with respect to such interests, as such interests are amended, modified, or supplemented from time to time, and together with any interests in any Pledged Interests Issuer taken in extension or renewal thereof or substitution therefor.

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“ Pledged Interests Issuer ” means each Person identified in Item A of Schedule I hereto as the issuer of the Pledged Shares or the Pledged Interests identified opposite the name of such Person.

“ Pledged Note Issuer ” means each Person identified in Item B of Schedule I hereto as the issuer of the Pledged Notes identified opposite the name of such Person.

“ Pledged Notes ” means all promissory notes of any Pledged Note Issuer evidencing Debt incurred pursuant to Section 6.1(b) of the Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent delivered by any Grantor to the Administrative Agent as Pledged Property hereunder, as such promissory notes are amended, modified or supplemented from time to time and together with any promissory note of any Pledged Note Issuer taken in extension or renewal thereof or substitution therefor.

“ Pledged Property ” means all Pledged Notes, Pledged Interests, Pledged Shares, all assignments of any amounts due or to become due with respect to the Pledged Interests or the Pledged Shares, all other instruments which are now being delivered by any Grantor to the Administrative Agent or may from time to time hereafter be delivered by any Grantor to the Administrative Agent for the purpose of pledging under this Security Agreement or any other Credit Document, and all proceeds of any of the foregoing.

“ Pledged Shares ” means all shares of stock of any Pledged Interests Issuer identified under Item A of Schedule I in the table titled “ Common Stock .”

“ Receivables ” has the meaning set forth in Section 2.1(c).

“ Related Contracts ” has the meaning set forth in Section 2.1(c).

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

“ Termination Date ” means the date on or prior to which each of the following shall have occurred: (a) the termination of the Commitments, (b) the termination of all Hedging Agreements with such Swap Counterparties (other than Hedging Agreements as to which arrangements satisfactory to the applicable counterparty in its sole discretion have been made), (c) the termination of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the Issuing Lender in its sole discretion have been made), and (d) the payment in full of all outstanding Advances, Letter of Credit Obligations and all other Secured Obligations (other than contingent indemnification obligations).

“ Trademark Collateral ” means (a) (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, certification marks, collective marks, logos and other source or business identifiers, and all goodwill of the business associated therewith, now existing or hereafter adopted or acquired, including without limitation those trademarks referred to in Item B of Schedule III hereto, whether currently in use or not, all registrations and recordings thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings and applications in the United States Patent and Trademark Office or in any office or agency of the United States of America, or any State thereof or any other country or political subdivision thereof or otherwise, and all common-law rights relating to the foregoing, and (ii) the right to obtain all reissues, extensions or renewals of the foregoing (collectively referred to as the “ Trademark ”), (b) all trademark licenses for the grant by or to any Grantor of any right to use any trademark, (c) all of the goodwill of the business connected with the use of, and symbolized by the items described in, clause (a) , and to the extent applicable clause (b) , (d) the right to sue third parties for past, present and future infringements of any Trademark Collateral described in clause (a) and, to the extent applicable, clause (b) , and (e) all Proceeds of, and rights associated with, the foregoing, including any claim by any Grantor against third parties for past, present or future infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill associated with the use of any such Trademark or for breach or enforcement of any Trademark license and all rights corresponding thereto throughout the world.

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“ Trade Secrets Collateral ” means all common law and statutory trade secrets and all other confidential, proprietary or useful information and all know-how obtained by or used in or contemplated at any time for use in the business of any Grantor, (all of the foregoing being collectively called a “ Trade Secret ”), including all Documents and things embodying, incorporating or referring in any way to such Trade Secret, all Trade Secret licenses, and including the right to sue for and to enjoin and to collect damages for the actual or threatened misappropriation of any Trade Secret and for the breach or enforcement of any such Trade Secret license.

“ UCC” means the Uniform Commercial Code, as in effect in the State of New York, as the same may be amended from time to time.

SECTION 1.2. Credit Agreement Definitions . Unless otherwise defined herein or the context otherwise requires, defined terms used in this Security Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

SECTION 1.3. UCC Definitions . Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

SECTION 1.4. Miscellaneous . Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Security Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements (including this Security Agreement) are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified and shall include all schedules and exhibits thereto unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this Security Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Security Agreement and shall not be used in the interpretation of any provision of this Security Agreement.

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ARTICLE II

SECURITY INTEREST

SECTION 2.1. Grant of Security Interest . Each Grantor hereby pledges, hypothecates, assigns, charges, mortgages, delivers, and transfers to the Administrative Agent, for the ratable benefit of each Secured Party, and hereby grants to the Administrative Agent, for the ratable benefit of each Secured Party, a continuing security interest in all of such Grantor’s right, title and interest in, to and under, all of the following, whether now owned or hereafter acquired by such Grantor, and wherever located and whether now owned or hereafter existing or arising (collectively, the “ Collateral ”):

(a) all equipment in all of its forms (including, but not limited to, all remotely operated vehicles, trenchers and other equipment used by any Grantor, vehicles, motor vehicles, rolling stock, vessels, aircraft) of such Grantor, wherever located, and all surface or subsurface machinery, equipment, facilities, supplies, or other tangible personal property, including tubing, rods, pumps, pumping units and engines, pipe, pipelines, meters, apparatus, boilers, compressors, liquid extractors, connectors, valves, fittings, power plants, poles, lines, cables, wires, transformers, starters and controllers, machine shops, tools, machinery and parts, storage yards and equipment stored therein, buildings and camps, telegraph, telephone, and other communication systems, loading docks, loading racks, and shipping facilities, and any manuals, instructions, blueprints, computer software (including software that is imbedded in and part of the equipment), and similar items which relate to the above, and any and all additions, substitutions and replacements of any of the foregoing, wherever located together with all improvements thereon and all attachments, components, parts, equipment and accessories installed thereon or affixed thereto (any and all of the foregoing being the “ Equipment” );

(b) all inventory in all of its forms of such Grantor, wherever located, including (i) all raw materials and work in process therefore, finished goods thereof, and materials used or consumed in the manufacture or production thereof, (ii) all documents of title covering any inventory, including, without limitation, work in process, materials used or consumed in any Grantor’s business, now owned or hereafter acquired or manufactured by any Grantor and held for sale in the ordinary course of its business (iii) all goods in which such Grantor has an interest en masse or a joint or other interest or right of any kind (including goods in which such Grantor has an interest or right as consignee), (iv) all goods which are returned to or repossessed by such Grantor, and all accessions thereto, products thereof and documents therefore, and (v) any other item constituting “inventory” under the UCC (any and all such inventory, materials, goods, accessions, products and documents being the “ Inventory” );

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(c) all accounts, money, payment intangibles, contracts, contract rights, all rights constituting a right to the payment of money, Chattel Paper, documents, documents of title, instruments, letters of credit, letter of credit rights and General Intangibles of such Grantor, whether or not earned by performance or arising out of or in connection with the sale or lease of goods or the rendering of services, including all moneys due or to become due in repayment of any loans or advances, and all rights of such Grantor now or hereafter existing in and to all security agreements, guaranties, leases, agreements and other contracts securing or otherwise relating to any such accounts, money, payment intangibles, contracts, contract rights, rights to the payment of money, Chattel Paper, documents, documents of title, instruments, letters of credit, letter of credit rights and General Intangibles (any and all such accounts, money, payment intangibles, contracts, contract rights, rights to the payment of money, Chattel Paper, documents, documents of title, instruments, letters of credit, letter of credit rights and General Intangibles being the “ Receivables” , and any and all such security agreements, guaranties, leases, agreements and other contracts being the “ Related Contracts” );

(d) all Intellectual Property Collateral of such Grantor;

(e) all books, correspondence, credit files, records, invoices, tapes, cards, computer runs, writings, data bases, information in all forms, paper and documents and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1 ;

(f) all governmental approvals, permits, licenses, authorizations, consents, rulings, tariffs, rates, certifications, waivers, exemptions, filings, claims, orders, judgments and decrees (each a “ Governmental Approval ”), to the extent a security interest may be granted therein; provided that any Governmental Approval that by its terms or by operation of law would be void, voidable, terminable or revocable if mortgaged, pledged, assigned or otherwise encumbered hereunder is expressly excepted and excluded from the Liens and terms of this Security Agreement, including the grant of security interest in this Section 2.1 ;;

(g) all interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Grantor against fluctuations in interest rates or currency exchange rates and all commodity hedge, commodity swap, exchange, forward, future, floor, collar or cap agreements, fixed price agreements and all other agreements or arrangements designed to protect such Grantor against fluctuations in commodity prices (including, without limitation, any Hedging Arrangement);

(h) all deposit accounts (including the Collateral Accounts and all amounts on deposit therein and all cash equivalent investments carried therein and all proceeds thereof), and, to the extent not included in the foregoing, all bank accounts, investment property, fixtures, supporting obligations and goods;

(i) all Pledged Interests, Pledged Notes, Pledged Shares and any other Pledged Property whether now or hereafter delivered to the Administrative Agent in connection with this Security Agreement and all Distributions, interest, and other payments and rights with respect to such Pledged Property;

(j) (i) all policies of insurance now or hereafter held by or on behalf of such Grantor, including casualty, liability, key man life insurance, business interruption, foreign credit insurance, and any title insurance, (ii) all proceeds of insurance, and (iii) all rights, now or hereafter held by such Grantor to any warranties of any manufacturer or contractor of any other Person;

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(k) all accessions, substitutions, replacements, products, offspring, rents, issues, profits, returns, income and proceeds of and from any and all of the foregoing Collateral (including proceeds which constitute property of the types described in clauses (a) , (b) , (c) , (d) , ( e) , ( f ), (g) , (h), (i) and (j) and proceeds deposited from time to time in any lock boxes of such Grantor, and, to the extent not otherwise included, all payments and proceeds under insurance (whether or not the Administrative Agent is the loss payee thereof), or any condemnation award, indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the Collateral);

(l) any and all Liens and security interests (together with the documents evidencing such security interests) granted to such Grantor by an obligor to secure such obligor’s obligations owing under any Instrument, Chattel Paper, or contract that is pledged hereunder or with respect to which a security interest in such Grantor’s rights in such Instrument, Chattel Paper, or contract is granted hereunder;

(m) any and all guaranties given by any Person for the benefit of such Grantor which guarantees the obligations of an obligor under any Instrument, Chattel Paper, or contract, which are pledged hereunder; and

(n) all of such Grantor’s right, title and interest in, to and under any “ Accounts ”, “ Certificated Securities ”, “ Chattel Paper ”, “ Commercial Tort Claims ”, “ Commodity Accounts ”, “ Commodity Contracts ”, “ Deposit Accounts ”, “ Documents ”, “ Equipment ”, “ Fixtures ”, “ General Intangibles ”, “ Goods ”, “ Instruments ”, “ Inventory ”, “ Investment Property ”, “ Letter of Credit Rights ”, “ Letters of Credit ”, “ Money ”, “ Payment Intangibles ”, “ Proceeds ”, “ Securities ”, “ Securities Account ”, “ Security Entitlements ”, “ Supporting Obligations ” and “ Uncertificated Securities ” as each such terms are defined in the UCC; provided that, notwithstanding anything to the contrary contained in this Section 2.1 and other than to the extent set forth in this Section 2(b), any General Intangibles, Contracts, Contract Documents or other documents (and any Contract Rights arising thereunder) to which any of the Grantors is a party shall be excluded from the lien and security interest granted hereunder (and shall, as applicable, not be included as "Collateral", "Contracts", "Contract Rights", "Contract Documents", "General Intangibles", "Investment Property", "Legal Requirements", "Insurance Contracts", "Instruments", "Pledged Equity" or "Chattel Paper" for the purposes hereof) to the extent (but only to the extent) that a Grantor is prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon any such Property by reason of (i) an existing and enforceable negative pledge or anti-assignment provision or (ii) applicable law or regulation to which such Grantor is subject (all such General Intangibles, Contracts, Contract Documents and other documents being the "Excluded Contracts"); provided, however, that (A) the exclusion from the lien and security interest granted by such Grantor hereunder of any Contract Rights of any of the Grantors under one or more of the Excluded Contracts shall not limit, restrict or impair the grant by such Grantor of the lien and security interest in any Accounts or receivables arising under any such Excluded Contract or any payments due or to become due thereunder, (B) any Excluded Contract shall automatically cease to be excluded from this Section 2.1 (and shall automatically be subject to the lien and security interest granted hereby and to the terms and provisions of this Security Agreement as "Collateral"), to the extent that (1) either of the prohibitions discussed in clause (i) and (ii) above is ineffective or subsequently rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or under any other Legal Requirement or is otherwise no longer in effect, or (2) the applicable Grantor has obtained the consent of the other parties to such Excluded Contract to the creation of a lien and security interest in, such Excluded Contract (which consent, upon the reasonable request of the Secured Party, such Grantor will use its commercial reasonable efforts to obtain), and (C) any proceeds received by any Grantor from the sale, transfer or other disposition of Excluded Contracts shall constitute Collateral unless any assets or property constituting such proceeds are themselves subject to the exclusions set forth in this Section 2.1. In addition, the following property shall be excluded from the lien and security interest granted hereunder (and shall, as applicable, not be included as "Collateral", "Contracts", "Contract Rights", "Contract Documents", "General Intangibles", "Investment Property", "Legal Requirements", "Insurance Contracts", "Instruments", "Pledged Equity" or "Chattel Paper" for the purposes hereof): (x) any deposit accounts or other bank accounts of any Grantor used solely for payroll funding or employee benefits purposes, and (y) any property of a Grantor that is now or hereafter subject to a Lien securing Debt to the extent that (A) such Lien is permitted by Section 6.2(e) of the Credit Agreement and such Debt is permitted by Section 6.1(d) of the Credit Agreement and (B) the documents evidencing such Debt prohibit the granting of a Lien in the property securing such Debt (the properties described in clauses (x) and (y) hereof, together with the Excluded Contracts being the “Excluded Collateral”).

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SECTION 2.2. Security for Obligations .

(a) This Security Agreement, and the Collateral in which the Administrative Agent for the benefit of the Secured Parties is granted a security interest hereunder by each Grantor, secures the prompt and indefeasible payment in full in cash and performance of all Secured Obligations.

(b) Notwithstanding anything contained herein to the contrary, it is the intention of each Grantor, the Administrative Agent and the other Secured Parties that the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law, rule or regulation of any Governmental Authority applicable to such Grantor. Accordingly, notwithstanding anything to the contrary contained in this Security Agreement or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by each Grantor’s interests in any of its Property pursuant to this Security Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Grantor’s obligations hereunder or the Liens and security interest granted to the Administrative Agent hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

SECTION 2.3. Continuing Security Interest; Transfer of Advances ; Reinstatement . This Security Agreement shall create continuing security interests in the Collateral and shall (a) remain in full force and effect until the Termination Date, (b) be binding upon each Grantor and its successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and each other Secured Party and its respective successors, transferees and assigns, subject to the limitations as set forth in the Credit Agreement. Without limiting the generality of the foregoing clause (c) , any Lender may assign or otherwise transfer (in whole or in part) any Note, Advance or Commitment held by it as provided in Section 9.7 of the Credit Agreement, and any successor or assignee thereof shall thereupon become vested with all the rights and benefits in respect thereof granted to such Secured Party under any Credit Document (including this Security Agreement), or otherwise, subject, however, to any contrary provisions in such assignment or transfer, and as applicable to the provisions of Section 9.7 and Article 8 of the Credit Agreement. If at any time all or any part of any payment theretofore applied by the Administrative Agent or any other Secured Party to any of the Secured Obligations is or must be rescinded or returned by the Administrative Agent or any such Secured Party for any reason whatsoever (including, without limitation, the insolvency, bankruptcy, reorganization or other similar proceeding of any Grantor or any other Person), such Secured Obligations shall, for purposes of this Security Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by the Administrative Agent or such Secured Party or any termination agreement or release provided to any Grantor, and this Security Agreement shall continue to be effective or reinstated, as the case may be, as to such Secured Obligations, all as though such application by the Administrative Agent or such Secured Party had not been made .

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SECTION 2.4. Grantors Remain Liable . Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and will perform all of its duties and obligations under such contracts and agreements to the same extent as if this Security Agreement had not been executed, (b) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under any such contracts or agreements included in the Collateral, and (c) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any contracts or agreements included in the Collateral by reason of this Security Agreement, nor shall the Administrative Agent nor any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

SECTION 2.5. [Reserved].

SECTION 2.6. Distributions on Pledged Shares . In the event that any Distribution with respect to any Pledged Shares or Pledged Interests pledged hereunder is permitted to be paid (in accordance with Section 6.9 of the Credit Agreement), such Distribution or payment may be paid directly to the applicable Grantor. If any Distribution is made in contravention of Section 6.9 of the Credit Agreement, the applicable Grantor shall hold the same segregated and in trust for the Administrative Agent until paid to the Administrative Agent in accordance with Section 4.1(e) .

SECTION 2.7. Security Interest Absolute, etc . This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Secured Parties and the security interests granted to the Administrative Agent (for its benefit and the ratable benefit of each other Secured Party) hereunder, and all obligations of each Grantor hereunder, shall, in each case, be absolute, unconditional and irrevocable irrespective of (a) any lack of validity, legality or enforceability of any Credit Document, (b) the failure of any Secured Party (i) to assert any claim or demand or to enforce any right or remedy against any Grantor or any other Person under the provisions of any Credit Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations, (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other extension, compromise or renewal of any Secured Obligations, (d) any reduction, limitation, impairment or termination of any Secured Obligations (except in the case of the occurrence of the Termination Date) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise, (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Credit Document, (f) any addition, exchange or release of any Collateral securing the Secured Obligations, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by any Secured Party securing any of the Secured Obligations, or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Grantor, any surety or any guarantor.

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SECTION 2.8. Waiver of Subrogation . Until the Termination Date, each Grantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against any other Grantor that arise from the existence, payment, performance or enforcement of such Grantor’s obligations under this Security Agreement or any other Credit Document, including any right of subrogation, reimbursement, exoneration or indemnification, any right to participate in any claim or remedy of any Secured Party against any other Grantor or any collateral which any Secured Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including the right to take or receive from any other Grantor, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Grantor in violation of the preceding sentence and the Termination Date shall not have occurred, then such amount shall be deemed to have been paid to such Grantor for the benefit of, and held in trust for, the Administrative Agent (on behalf of the Secured Parties), and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Secured Obligations, whether matured or unmatured. Each Grantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Section 2.8 is knowingly made in contemplation of such benefits.

SECTION 2.9. Election of Remedies . Except as otherwise provided in the Credit Agreement, if any Secured Party may, under applicable law, proceed to exercise its remedies under any of this Security Agreement or the other Credit Documents giving any Secured Party a Lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, such Secured Party may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Security Agreement. If, in the exercise of any of its rights and remedies, any Secured Party shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Grantor or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Grantor, to the extent permitted by applicable law, hereby consents to such action by such Secured Party and waives any claim based upon such action, even if such action by such Secured Party shall result in a full or partial loss of any rights of subrogation that such Grantor might otherwise have had but for such action by such Secured Party.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

In order to induce the Secured Parties to enter into the Credit Agreement and make Advances thereunder and for the Issuing Lender to issue Letters of Credit thereunder, and to induce the Secured Parties to enter into Hedging Arrangements and provide Banking Services, each Grantor represents and warrants unto each Secured Party as set forth in this Article III .

SECTION 3.1. Validity, etc . This Security Agreement and the other Credit Documents to which such Grantor is a party constitute the legal, valid and binding obligations of such Grantor, enforceable against such Grantor in accordance with their respective terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

SECTION 3.2. Ownership, No Liens, etc . Such Grantor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge, grant and assign) the Collateral, free and clear of all Liens, except for any Lien that is a Permitted Lien. No effective UCC financing statement or other filing similar in effect covering all or any part of the Collateral is on file in any recording office, except those filed in favor of the Administrative Agent relating to this Security Agreement, Permitted Liens or as to which a duly authorized termination statement relating to such UCC financing statement or other instrument has been delivered to the Administrative Agent on the Closing Date. This Security Agreement creates a valid security interest in the Collateral, securing the payment of the Secured Obligations, and, except for (i) the proper filing of the applicable financing statements with the filing offices located in each Grantor’s location, as listed on Item A-1 of Schedule II attached hereto and (ii) such other actions which are not required pursuant to the terms hereof or for which arrangements have been made to be completed at a later date, all filings and other actions necessary to perfect such security interest in the Collateral (other than, as to perfection, Excluded Certificated Equipment) have been duly taken and such security interest shall be a first priority security interest (subject to Permitted Liens).

SECTION 3.3. As to Equity Interests of the Subsidiaries, Investment Property .

(a) With respect to the Pledged Shares, all such Pledged Shares are represented by a certificate, except to the extent otherwise indicated on Schedule I , and are duly authorized and validly issued, fully paid and non-assessable.

(b) With respect to the Pledged Interests (other than Pledged Interests issued by a corporation, business trust, joint stock company or similar Person), no such Pledged Interests (i) are dealt in or traded on securities exchanges or in securities markets, (ii) expressly provide that such Pledged Interests are securities governed by Article 8 of the UCC, or (iii) are held in a Securities Account, except, with respect to this clause (b) , Pledged Interests (A) for which the Administrative Agent is the registered owner or (B) with respect to which the Pledged Interests Issuer has agreed in an authenticated record with such Grantor and the Administrative Agent to comply with any instructions of the Administrative Agent without the consent of such Grantor.

(c) Such Grantor has delivered all Certificated Securities constituting Collateral held by such Grantor on the Closing Date to the Administrative Agent, together with duly executed undated blank stock powers, or other equivalent instruments of transfer reasonably acceptable to the Administrative Agent.

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(d) To the extent required by Section 4.1(b), with respect to Uncertificated Securities constituting Collateral owned by such Grantor, such Grantor has caused the Pledged Interests Issuer or other issuer thereof either (i) to register the Administrative Agent as the registered owner of such security, or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such Pledged Interests Issuer or other issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor.

(e) As of the Closing Date or the date on which the schedules to this Security Agreement are amended, supplemented or otherwise modified, the percentage of the issued and outstanding Pledged Shares and Pledged Interests of each Pledged Interests Issuer pledged by such Grantor hereunder is as set forth on Schedule I and the percentage of the total membership, partnership and/or other Equity Interests in the Pledged Interest Issuer is indicated on Schedule I . All of the Pledged Shares and Pledged Interests constitute one hundred percent (100%) of such Grantor’s interest in the applicable Pledged Interests Issuer, except in the case of outstanding Voting Securities that are issued by First Tier Foreign Subsidiaries with respect to which such Grantor has pledged up to sixty-six percent (66%) of such outstanding Voting Securities issued by such First Tier Foreign Subsidiaries as indicated on Schedule I .

(f) There are no outstanding rights, rights to subscribe, options, warrants or convertible securities outstanding or any other rights outstanding whereby any Person would be entitled to acquire shares, member interests or units of any Pledged Interest Issuer.

(g) In the case of each Pledged Note made by a Subsidiary of the Borrower, all of such Pledged Notes have been duly authorized, executed, endorsed, issued and delivered, and are the legal, valid and binding obligation of the issuers thereof, and are not in default.

SECTION 3.4. Grantor’s Name, Location, etc .

(a) As of the Closing Date or the date on which the schedules to this Security Agreement are amended, supplemented or otherwise modified , other than as otherwise permitted pursuant to any Credit Document,, (i) the jurisdiction in which such Grantor is located for purposes of Sections 9-301 and 9-307 of the UCC is set forth in Item A-1 of Schedule II hereto, (ii) the place of business of such Grantor or, if such Grantor has more than one place of business, the chief executive office of such Grantor and the office where such Grantor keeps its records concerning the Receivables, and all originals of all Chattel Paper which evidence Receivables, is set forth in Item A-2 of Schedule II hereto, and (iii) such Grantor’s federal taxpayer identification number is set forth in Item A-3 of Schedule II hereto.

(b) Within the five-year period prior to the Closing Date, no such Grantor has been known by any legal name different from the one set forth on the signature page hereto, nor has such Grantor been the subject of any merger or other corporate reorganization, except as set forth in Item B of Schedule II hereto.

(c) As of the Closing Date or the date on which the schedules to this Security Agreement are amended, supplemented or otherwise modified , other than as otherwise permitted pursuant to any Credit Document, such Grantor does not maintain any Deposit Accounts, Securities Accounts or Commodity Accounts with any Person, in each case, except as set forth on Item C of Schedule II .

(d) As of the Closing Date or the date on which the schedules to this Security Agreement are amended, supplemented or otherwise modified , other than as otherwise permitted pursuant to any Credit Document, such Grantor is not the beneficiary of any Letters of Credit, except as set forth on Item D of Schedule II hereto (as such schedule may be amended or supplemented from time to time).

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(e) As of the Closing Date or the date on which the schedules to this Security Agreement are amended, supplemented or otherwise modified , other than as otherwise permitted pursuant to any Credit Document, such Grantor does not have Commercial Tort Claims (i) in which a suit has been filed by such Grantor, and (ii) where the amount of damages reasonably expected to be claimed exceeds $250,000, except as set forth on Item E of Schedule II .

(f) As of the Closing Date or the date on which the schedules to this Security Agreement are amended, supplemented or otherwise modified , other than as otherwise permitted pursuant to any Credit Document, the name set forth on Schedule II attached hereto is the true and correct legal name (as defined in the UCC) of such Grantor.

(g) Such Grantor has not consented to, and is otherwise unaware of, any Person (other than the Administrative Agent pursuant hereto) having control (within the meaning of Section 9-104 or Section 8-106 of the UCC) over any Collateral, or any other interest in any of such Grantor’s rights in respect thereof.

SECTION 3.5. Possession of Inventory, Control; etc . Such Grantor (a) has exclusive possession and control, subject to Permitted Liens, of the Equipment and Inventory except as permitted under the Credit Agreement, and (b) is the sole entitlement holder of its Accounts and no other Person (other than the Administrative Agent pursuant to (i) this Security Agreement with respect to any Accounts maintained with the Administrative Agent or (ii) a Control Agreement with respect to any Accounts maintained with a bank other than the Administrative Agent) has “control” or “possession” of any of its Accounts or any other securities or property credited thereto except as permitted pursuant to this Security Agreement.

SECTION 3.6. Negotiable Documents, Instruments and Chattel Paper . Such Grantor has, contemporaneously herewith, delivered to the Administrative Agent possession of originals of (i) each of the Pledged Notes and (ii) each of the Documents, Instruments, promissory notes, and tangible Chattel Paper in an amount or stated amount in excess of $250,000, in the case of either (i) or (ii), owned or held by such Grantor as of the Closing Date (duly endorsed, in blank, if requested by the Administrative Agent).

SECTION 3.7. Intellectual Property Collateral . Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A , Item B and Item C , respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, such Grantor does not own and has no interests in any other Intellectual Property Collateral as of the Closing Date. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral, (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has taken all reasonable steps to safeguard its Trade Secrets and to its knowledge none of the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, (d) to such Grantor’s knowledge, no third party is infringing upon any material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (e) no settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property, (f) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released, (g) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, (h) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of the Intellectual Property Collateral, and (i) such Grantor owns directly or is entitled to use by license or otherwise, any patents, trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, and necessary for the conduct of such Grantor’s business in any material respect.

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SECTION 3.8. Authorization, Approval, etc . Except as have been obtained or made and are in full force and effect, no Governmental Approval, authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either (a) for the grant by such Grantor of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by such Grantor, (b) for the perfection (except with respect to Excluded Certificated Equipment) or maintenance of the security interests hereunder including the first-priority (subject to Permitted Liens) nature of such security interest (except with respect to the financing statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office) or the exercise by the Administrative Agent of its rights and remedies hereunder, or (c) for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement, except (i) with respect to any Pledged Shares or Pledged Interests, as may be required in connection with a disposition of such Pledged Shares or Pledged Interests by laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

SECTION 3.9. Best Interests . It is in the best interests of each Grantor to execute this Security Agreement in as much as such Grantor will, as a result of being the Borrower or an Affiliate of the Borrower, derive substantial direct and indirect benefits from (a) the Advances and other extensions of credit (including Letters of Credit) made from time to time to the Borrower by the Lenders and the Issuing Lender pursuant to the Credit Agreement, (b) the Hedging Arrangements entered into with the Swap Counterparties, and (c) the Banking Services provided by the Banking Services Providers, and each Grantor agrees that the Secured Parties are relying on this representation in agreeing to make such Advances and other extensions of credit pursuant to the Credit Agreement to the Borrower. Furthermore, such extensions of credit, Hedging Arrangements and Banking Services are (i) in furtherance of each Grantor’s corporate, limited liability company or limited partnership purposes, and (ii) necessary or convenient to the conduct, promotion or attainment of each Grantor’s business.

SECTION 3.10. Reaffirmation of Representations and Warranties . All of the representations and warranties made by the Borrower or any other Grantor regarding any Grantor in the Credit Agreement or in any other Credit Document are true and correct in all respects as if such representations and warranties were incorporated herein in their entirety and made by such Grantor.

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ARTICLE IV

COVENANTS

Each Grantor covenants and agrees that, until the Termination Date, it will perform, comply with and be bound by the obligations set forth below.

SECTION 4.1. As to Investment Property, etc .

(a) Equity Interests of Subsidiaries . No Grantor shall allow or permit any of its Subsidiaries (i) that is a corporation, business trust, joint stock company or similar Person, to issue Uncertificated Securities, unless such Person promptly takes the actions set forth in Section 4.1(b)(ii)(B) with respect to any such Uncertificated Securities, (ii) that is a partnership or limited liability company, to (A) issue Equity Interests that are to be dealt in or traded on securities exchanges or in securities markets, (B) expressly provide in its organizational documents that its Equity Interests are securities governed by Article 8 of the UCC, or (C) place such Subsidiary’s Equity Interests in a Securities Account, unless such Person promptly takes the actions set forth in Section 4.1(b)(i)(A) with respect to any such Equity Interests, and (iii) to issue Equity Interests in addition to or in substitution for the Pledged Property or any other Equity Interests pledged hereunder, except for additional Equity Interests issued to such Grantor; provided that (A) such Equity Interests are immediately pledged hereunder, and within 10 Business Day delivered to the Administrative Agent, and (B) such Grantor delivers a supplement to Schedule I to the Administrative Agent identifying such new Equity Interests as Pledged Property, in each case pursuant to the terms of this Security Agreement. No Grantor shall permit any of its Subsidiaries to issue any warrants, options, contracts or other commitments or other securities that are convertible to any of the foregoing or that entitle any Person to purchase any of the foregoing, and except for this Security Agreement and the other Credit Documents and shall not, and shall not permit any of its Subsidiaries to, enter into any agreement creating any restriction or condition upon the transfer, voting or control of any Pledged Property.

(b) Investment Property (other than Certificated Securities) .

(i) With respect to any Deposit Accounts, Securities Accounts, Commodity Accounts, Commodity Contracts or Security Entitlements constituting Investment Property owned or held by any Grantor, such Grantor will, unless otherwise permitted under the Credit Agreement, upon the Administrative Agent’s request either (A) cause the intermediary maintaining such Investment Property to execute a Control Agreement relating to such Investment Property pursuant to which such intermediary agrees to comply with the Administrative Agent’s instructions with respect to such Investment Property without further consent by such Grantor, or (B) transfer such Investment Property to intermediaries that have or will agree to execute such Control Agreements.

(ii) With respect to any Uncertificated Securities (other than Uncertificated Securities credited to a Securities Account) constituting Investment Property owned or held by any Grantor, such Grantor will cause the Pledged Interests Issuer or other issuer of such securities to either (A) register the Administrative Agent as the registered owner thereof on the books and records of the issuer, or (B) agree in an authenticated record with such Grantor and the Administrative Agent that such Pledged Interests Issuer or other issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor.

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(c) Certificated Securities (Stock Powers) . Each Grantor agrees that all Pledged Shares that are Certificated Securities (and all other certificated shares of Equity Interests constituting Collateral) delivered by such Grantor pursuant to this Security Agreement shall be in suitable form for transfer by delivery and shall be accompanied by duly endorsed undated blank stock powers, or other equivalent instruments of transfer acceptable to the Administrative Agent. All Pledged Notes delivered pursuant to this Security Agreement shall be endorsed to the order of the Administrative Agent and shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary endorsements or instruments of transfer or assignment, duly executed in blank. Each Grantor will, from time to time upon the request of the Administrative Agent during the continuance of any Event of Default, promptly transfer any Pledged Shares, Pledged Interests or other shares of Equity Interests constituting Collateral into the name of any nominee designated by the Administrative Agent.

(d) Continuous Pledge . Each Grantor will (subject to the terms of the Credit Agreement and this Security Agreement) at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority (subject to Permitted Liens) and perfected basis all (i) Pledged Property, (ii) Investment Property, (iii) all Dividends and Distributions with respect thereto, (iv) all Payment Intangibles to the extent they are evidenced by a Document, Instrument, promissory note or Chattel Paper with a value in excess of $250,000, and (v) all interest and principal with respect to such Payment Intangibles, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral. Each Grantor agrees that it will, promptly (but in any event no later than ten (10) Business Days) following receipt thereof, deliver to the Administrative Agent possession of all originals of all (i) Pledged Notes, (ii) certificates representing Pledged Interests, Pledged Shares, and any other Pledged Property (including, without limitation, the Certificated Securities), and (iii) Documents, Instruments, promissory notes and Chattel Paper with a value in excess of $250,000, in each case, that it acquires following the Closing Date and shall deliver to the Administrative Agent a supplement to Schedule I identifying any such new Pledged Interests, Pledged Shares, Pledged Notes or other Pledged Property.

(e) Voting Rights; Dividends, etc . Each Grantor agrees:

(i) that promptly upon receipt of notice of the occurrence and during the continuance of an Event of Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Distributions with respect to Investment Property, all interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in case thereafter received by such Grantor, all of which shall be held by the Administrative Agent as additional Collateral; and

(ii) if an Event of Default shall have occurred and be continuing and the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this Section 4.1(e)(ii) ,

(A) the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Equity Interests constituting Collateral. EACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH EVENT OF DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO VOTE THE PLEDGED SHARES, PLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL ; AND

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(B) promptly to deliver to the Administrative Agent such additional proxies and other documents as may be necessary to allow the Administrative Agent to exercise such voting power.

All Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by any Grantor but which such Grantor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor separate and apart from its other property in trust for the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in Section 4.1(e) , each Grantor shall have the exclusive voting power, and is granted a proxy, with respect to any Equity Interests (including any of the Pledged Shares) constituting Collateral. Administrative Agent shall, upon the written request of any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power with respect to any such Equity Interests (including any of the Pledged Shares) constituting Collateral; provided , however , that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would violate any provision of the Credit Agreement or any other Credit Document (including this Security Agreement).

SECTION 4.2. Organizational Documents; Change of Name, etc . Each Grantor shall, in connection with any change in its state of incorporation, formation or organization or its name, identity, organizational identification number or corporate structure permitted by Section 6.7(b) of the Credit Agreement, take all actions necessary or as requested by the Administrative Agent to ensure that the Liens on the Collateral granted in favor of the Administrative Agent for the benefit of the Secured Parties remain perfected, first-priority Liens (subject to Permitted Liens and other than, as to perfection, Excluded Certificated Equipment) subject to the terms hereof.

SECTION 4.3. As to Accounts .

(a) Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.

(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Administrative Agent to each Grantor, all Proceeds of Collateral received by any Grantor shall be delivered in kind to the Administrative Agent for deposit in a Deposit Account of such Grantor (A) maintained with the Administrative Agent or (B) maintained at a depositary bank other than the Administrative Agent to which such Grantor, the Administrative Agent and the depositary bank have entered into a Control Agreement in form and substance acceptable to the Administrative Agent in its sole discretion providing that the depositary bank will comply with the instructions originated by the Administrative Agent directing disposition of the funds in the account without further consent by such Grantor (any such Deposit Accounts, together with any other Accounts pursuant to which any portion of the Collateral is deposited with the Administrative Agent, a “ Collateral Account ,” and collectively, the “ Collateral Accounts ”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent.

(c) Following the delivery of notice pursuant to clause (b)(ii) of this Section 4.3, the Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or in accordance with the Credit Documents.

(d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent, provided that the Administrative Agent shall have entered into a Control Agreement with respect to any Accounts that are maintained with a bank other than the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account; provided that withdrawals shall only be made during the existence of an Event of Default.

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(e) No Grantor shall adjust, settle, or compromise the amount or payment of any Receivable, nor release wholly or partly any account debtor or obligor thereof, nor allow any credit or discount thereon; provided that, a Grantor may make such adjustments, settlements or compromises and release wholly or partly any account debtor or obligor thereof and allow any credit or discounts thereon so long as (i) no Event of Default has occurred and is continuing, (ii) such action is taken in the ordinary course of business and consistent with past practices, (iii) such action is, in such Grantor’s good-faith business judgment, commercially reasonable, and (iv) at the time such action is taken, there shall be no Borrowing Base Deficiency.

SECTION 4.4. As to Grantor’s Use of Collateral .

(a) Subject to clause (b) , each Grantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by such Grantor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by such Grantor for such purpose, (ii) shall, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may request following the occurrence and during the continuance of an Event of Default or, in the absence of such request, as such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Collateral.

(b) At any time following the occurrence and during the continuance of an Event of Default, whether before or after the maturity of any of the Secured Obligations, the Administrative Agent may (i) revoke any or all of the rights of any Grantor set forth in clause (a) of this Section 4.4, (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder, and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby.

(c) Upon request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder.

(d) At any time following the occurrence and during the continuation of a Default, the Administrative Agent may endorse, in the name of the applicable Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other Proceeds of any of the Collateral.

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SECTION 4.5. [Reserved].

SECTION 4.6. As to Intellectual Property Collateral . Each Grantor covenants and agrees to comply with the following provisions as such provisions with respect to any Intellectual Property Collateral material to the operations or business of such Grantor:

(a) such Grantor will not (i) do or fail to perform any act whereby any material Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable, (ii) permit any of its licensees to (A) fail to maintain all of the Trademark Collateral in full force, free from any claim of abandonment for non-use, (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (C) fail to employ all of the Trademark Collateral registered with any federal or state or foreign authority with an appropriate notice of such registration, (D) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (E) use any of the Trademark Collateral registered with any federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, or (F) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable, or (iii) do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof, unless, in the case of any of the foregoing requirements in clauses (i) , (ii) and (iii) , such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor;

(b) such Grantor shall promptly notify the Administrative Agent if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same;

(c) in no event will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any material Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Administrative Agent, and upon request of the Administrative Agent (subject to the terms of the Credit Agreement), executes and delivers all agreements, instruments and documents as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property Collateral;

(d) such Grantor will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, each material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clause (a) or (b) );

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(e) upon obtaining an interest in any material Intellectual Property by such Grantor, such Grantor shall deliver a supplement to Schedule II identifying such new Intellectual Property; and

(f) upon obtaining an interest in any material Intellectual Property by such Grantor or, and following the occurrence and during the continuance of an Event of Default, upon the request of the Administrative Agent, such Grantor shall deliver all agreements, instruments and documents the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property Collateral and as may otherwise be required to acknowledge or register or perfect the Administrative Agent’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Administrative Agent) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

SECTION 4.7. As to Letter of Credit Rights .

(a) Each Grantor, by granting a security interest in its Letter of Credit Rights to the Administrative Agent, intends to (and hereby does) collaterally assign to the Administrative Agent its rights (including its contingent rights ) to the Proceeds of all Letter of Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Promptly following the date on which any Grantor obtains any Letter of Credit Rights after the date hereof, such Grantor shall (i) deliver a supplement to Schedule II identifying such new Letter of Credit Right and (ii) with respect to Letter of Credit Rights in excess of $250,000, or which are included in determining the Borrowing Base, use commercially reasonable efforts to cause the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance reasonably satisfactory to the Administrative Agent and deliver written evidence of such consent to the Administrative Agent.

(b) During the existence of an Event of Default, each Grantor will, promptly upon request by the Administrative Agent, (i) notify (and each Grantor hereby authorizes the Administrative Agent to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect thereof are to be made directly to the Administrative Agent and (ii) arrange for the Administrative Agent to become the transferee beneficiary of each Letter of Credit.

SECTION 4.8. As to Commercial Tort Claims . Each Grantor covenants and agrees that, until the Termination Date, with respect to any Commercial Tort Claim in excess of $250,000 individually or in the aggregate hereafter arising, it shall deliver to the Administrative Agent a supplement to Schedule II in form and substance reasonably satisfactory to the Administrative Agent, identifying such new Commercial Tort Claims.

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SECTION 4.9. As to Electronic Chattel Paper and Transferable Records . If any Grantor at any time holds or acquires an interest in any electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the U.S. Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the U.S. Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, with a value in excess of $250,000, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may request to vest in the Administrative Agent control (for the ratable benefit of Secured Parties) under Section 9-105 of the UCC of such electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees with each Grantor that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for such Grantor to make alterations to the electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic Chattel Paper or transferable record.

SECTION 4.10. [Reserved].

SECTION 4.11. [Reserved].

SECTION 4.12. [Reserved].

SECTION 4.13. Further Assurances, etc . Each Grantor shall warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral (other than, as to perfection, Excluded Certificated Equipment) subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral (other than, as to perfection, Excluded Certificated Equipment) or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, each Grantor will:

(a) from time to time upon the request of the Administrative Agent, after the occurrence and during the continuance of any Event of Default, if any Collateral shall be evidenced by an Instrument, negotiable Document, promissory note or tangible Chattel Paper, deliver and pledge to the Administrative Agent hereunder such Instrument, negotiable Document, promissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent;

(b) hereby authorizes the Administrative Agent to file such filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby. The authorization contained in this Section 4.13 shall be irrevocable and continuing until the Termination Date;

(c) not create any tangible Chattel Paper which evidences Receivables which are included in the Borrowing Base without placing a legend on such tangible Chattel Paper reasonably acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper;

(d) furnish to the Administrative Agent, from time to time at the Administrative Agent’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail; and

(e) do all things reasonably requested by the Administrative Agent in accordance with this Security Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter of Credit Rights with a value in excess of $250,000 and Electronic Chattel Paper with a value in excess of $250,000.

Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where and to the extent permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

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ARTICLE V

THE ADMINISTRATIVE AGENT

SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact . Each Grantor hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Administrative Agent’s discretion, following the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (b) to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper, in connection with clause (a) above, (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral, and (d) to perform the affirmative obligations of such Grantor hereunder. EACH GRANTOR HEREBY ACKNOWLEDGES, CONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 5.1 IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL THE TERMINATION DATE.

SECTION 5.2. Administrative Agent May Perform . If any Grantor fails to perform any agreement contained herein the Administrative Agent may itself perform, or cause performance of, such agreement, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by such Grantor pursuant to Section 6.3 hereof and Section 9.1 of the Credit Agreement and the Administrative Agent may from time to time take any other action which the Administrative Agent reasonably deems necessary for the maintenance, preservation or protection of any of the Collateral or of its security interest therein.

SECTION 5.3. Administrative Agent Has No Duty . The powers conferred on the Administrative Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral or responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property and any other Pledged Property, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

SECTION 5.4. Reasonable Care . The Administrative Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral in its possession; provided , that the Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral (a) if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own personal property, or (b) if the Administrative Agent takes such action for that purpose as any Grantor reasonably requests in writing at times other than upon the occurrence and during the continuance of an Event of Default; provided , further , that failure of the Administrative Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care.

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ARTICLE VI

REMEDIES

SECTION 6.1. Certain Remedies . If any Event of Default shall have occurred and be continuing:

(a) The Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties, (iii) subject to applicable law or agreements with landlords, enter onto the property where any Collateral is located and take possession thereof without demand and without legal process, and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ prior notice to the applicable Grantor of the time and place of any public sale or the time of any private sale is to be made shall constitute reasonable notification; provided , however , that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a recognized market (including but not limited to, Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI , notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) Each Grantor that is or may become a fee estate owner of property where any Collateral is located agrees and acknowledges that (i) Administrative Agent may remove the Collateral or any part thereof from such property in accordance with statutory law appertaining thereto without objection, delay, hindrance or interference by such Grantor and in such case such Grantor will make no claim or demand whatsoever against the Collateral, (ii) it will (x) cooperate with Administrative Agent in its efforts to assemble and/or remove all of the Collateral located on the such property; (y) permit Administrative Agent and its agents to enter upon such property and occupy the property at any or all times to conduct an auction or sale, and/or to inspect, audit, examine, safeguard, assemble, appraise, display, remove, maintain, prepare for sale or lease, repair, lease, transfer, auction and/or sell the Collateral; and (z) not hinder Administrative Agent’s actions in enforcing its security interest in the Collateral.

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(c) Each Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Goods, Computer Hardware and Software Collateral, or Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) a disposition made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition.

(d) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against, all or any part of the Secured Obligations as set forth in Section 7.6 of the Credit Agreement. The Administrative Agent shall not be obligated to apply or pay over for application noncash proceeds of collection or enforcement unless (i) the failure to do so would be commercially unreasonable, and (ii) the affected party has provided the Administrative Agent with a written demand to apply or pay over such noncash proceeds on such basis.

(e) The Administrative Agent may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Administrative Agent of any amount due or to become due thereunder, (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account, (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (v) endorse any checks, drafts, or other writings in the applicable Grantor’s name to allow collection of the Collateral, (vi) take control of any Proceeds of the Collateral, or (vii) execute (in the name, place and stead of the applicable Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

SECTION 6.2. Compliance with Restrictions . Each Grantor agrees that in any sale of any of the Collateral whenever an Event of Default shall have occurred and be continuing, the Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority or official, and each Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable nor accountable to such Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

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SECTION 6.3. Indemnity and Expenses .

(a) EACH GRANTOR HERETO AGREES TO, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ISSUING LENDER AND EACH SECURED PARTY AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN “ INDEMNITEE ”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THIS SECURITY AGREEMENT , IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE APPLICABLE INDEMNITEE , EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S OBLIGATIONS UNDER THIS SECURITY AGREEMENT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 6.3(A) APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY GRANTOR, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNITEE OR ANY OTHER PERSON OR ANY INDEMNITEE IS OTHERWISE A PARTY THERETO. No Grantor shall, without the prior written consent of each Indemnitee affected thereby (which consent will not be unreasonably withheld), settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee and (y) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee.

(b) Other than as set forth in clause (c) below, each Grantor will upon demand pay to the Administrative Agent and any legal counsel the amount of any and all expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Administrative Agent and any legal counsel may incur in connection herewith, including without limitation in connection with the administration of this Security Agreement and the custody, preservation, use or operation of, any of the Collateral.

(c) Each Grantor will upon demand pay to the Administrative Agent and any legal counsel the amount of any and all expenses, including the fees and disbursements of its counsel and of any experts and agents, which the Administrative Agent and any legal counsel may incur in connection (i) the sale of, collection from, or other realization upon, any of the Collateral, (ii) the exercise or enforcement of any of the rights of the Administrative Agent and any legal counsel or any of the Secured Parties hereunder, or (iii) the failure by any Grantor to perform or observe any of the provisions hereof.

SECTION 6.4. Warranties . The Administrative Agent may sell the Collateral without giving any warranties or representations as to the Collateral. The Administrative Agent may disclaim any warranties of title or the like. Each Grantor agrees that this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

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ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.1. Credit Document . This Security Agreement is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof, including Article 9 thereof.

SECTION 7.2. Binding on Successors, Transferees and Assigns; Assignment . This Security Agreement shall remain in full force and effect until the Termination Date has occurred, shall be binding upon each Grantor and its successors, transferees and assigns and, subject to the limitations set forth in the Credit Agreement, shall inure to the benefit of and be enforceable by each Secured Party and its successors, transferees and assigns; provided that, no Grantor shall assign any of its obligations hereunder (unless otherwise permitted under the terms of the Credit Agreement or this Security Agreement).

SECTION 7.3. Amendments, etc . No amendment to or waiver of any provision of this Security Agreement, nor consent to any departure by any Grantor from its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent (on behalf of the Lenders or the Majority Lenders, as the case may be, pursuant to Section 9.3 of the Credit Agreement) and such Grantor and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 7.4. Notices . Except as otherwise provided in this Security Agreement, all notices and other communications provided for hereunder shall be in writing and hand delivered with written receipt, telecopied, sent by facsimile (with a hard copy sent as otherwise permitted pursuant to the Credit Agreement), sent by a nationally recognized overnight courier, or sent by certified mail, return receipt requested to the appropriate party at the address or facsimile number of such party specified in the Credit Agreement, on the signature pages of this Security Agreement or at such other address or facsimile number as may be designated by such party in a notice to the other party. Except as otherwise provided in this Security Agreement, all such notices and communications shall be effective when delivered.

SECTION 7.5. No Waiver; Remedies . In addition to, and not in limitation of Section 2.7 , no failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 7.6. Headings . The various headings of this Security Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Security Agreement or any provisions thereof.

SECTION 7.7. Severability . Any provision of this Security Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Security Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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SECTION 7.8. Counterparts . This Security Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Security Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement.

SECTION 7.9. Consent as Holder of Equity and as Pledged Interest Issuer . Each Grantor hereby (a) consents to the execution by each other Grantor of this Security Agreement and grant by each other Grantor of a security interest, encumbrance, pledge and hypothecation in all Pledged Interests and other Collateral of such other Grantor to the Administrative Agent pursuant hereto, (b) without limiting the generality of the foregoing, consents to the transfer of any Pledged Interest to the Administrative Agent or its nominee following an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner under the limited partnership agreement or as a member under the limited liability company agreement, in any case, as heretofore and hereafter amended, and (c) to the extent such Grantor is also a Pledged Interest Issuer, agrees to comply with instructions with respect to the applicable Pledged Interests originated by the Administrative Agent without further consent of any other Grantor without further consent of any other Grantor if a Default has occurred and is continuing. Furthermore, each Grantor as the holder of any Equity Interests in a Pledged Interests Issuer, hereby (i) waives all rights of first refusal, rights to purchase, and rights to consent to transfer (to any Secured Party or to any purchaser resulting from the exercise of a Secured Party’s remedy provided hereunder or under applicable law) and (ii) if required by the organizational documents of such Pledged Interests Issuer, agrees to cause such Pledged Interests Issuer to register the Lien granted hereunder and encumbering such Equity Interests in the registry books of such Pledged Interests Issuer.

SECTION 7.10. Additional Grantors . Additional Affiliates of Borrower may from time to time enter into this Security Agreement as a Grantor. Upon execution and delivery after the date hereof by the Administrative Agent and such Affiliate of an instrument in the form of Annex 1 , such Affiliate shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any instrument adding an additional Grantor as a party to this Security Agreement shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Security Agreement.

SECTION 7.11. Conflicts with Credit Agreement . To the fullest extent possible, the terms and provisions of the Credit Agreement shall be read together with the terms and provisions of this Security Agreement so that the terms and provisions of this Security Agreement do not conflict with the terms and provisions of the Credit Agreement; provided, however, notwithstanding the foregoing, in the event that any of the terms or provisions of this Security Agreement conflict with any terms or provisions of the Credit Agreement, the terms or provisions of the Credit Agreement shall govern and control for all purposes; provided that the inclusion in this Security Agreement of terms and provisions, supplemental rights or remedies in favor of the Administrative Agent not addressed in the Credit Agreement shall not be deemed to be in conflict with the Credit Agreement and all such additional terms, provisions, supplemental rights or remedies contained herein shall be given full force and effect.

Page 28

SECTION 7.12. Governing Law; Service of Process This Security Agreement shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). Each Grantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to such Grantor at its address set forth in this Security Agreement. Nothing in this Section shall affect the rights of any Secured Party to serve legal process in any other manner permitted by the law or affect the right of any Secured Party to bring any action or proceeding against any Grantor or its Property in the courts of any other jurisdiction.

SECTION 7.13. Submission to Jurisdiction . The parties hereto hereby agree that any suit or proceeding arising in respect of this Security Agreement, or any of the matters contemplated hereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court. 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 applicable law. The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to the applicable parties will be effective service of process against such party for any action or proceeding relating to any such dispute. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Security Agreement in any court referred to in this Section 7.13. Each of the parties hereto hereby agrees that Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to this Security Agreement and irrevocably waives, to the fullest extent permitted by applicable Legal Requirement, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 7.14. Waiver of Jury . THE GRANTORS HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY AND HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 7.15. Amendment and Restatement . This Security Agreement is an amendment and restatement of the Existing Security Agreement and supersedes the Existing Security Agreement in its entirety; provided, however, that the execution and delivery of this Security Agreement shall not effect a novation of the Existing Security Agreement but shall be, to the fullest extent applicable, in modification, renewal, confirmation and extension of such Existing Security Agreement.

THIS SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS SECURITY AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SECURITY AGREEMENT AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

[Remainder of this page intentionally left blank. Signature pages to follow.]

Page 29

IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be duly executed and delivered by its Responsible Officer as of the date first above written.

	GRANTORS : ALY ENERGY SERVICES, INC.

	By:	/s/ Munawar H. Hidayatallah
		Munawar H. Hidayatallah
		Chairman of the Board and Chief Executive Officer

	ALY OPERATING, INC.

	By:	/s/ Munawar H. Hidayatallah
		Munawar H. Hidayatallah
		Chairman of the Board and Chief Executive Officer

	AUSTIN CHALK PETROLEUM SERVICES CORP.

	By: Aly Operating, Inc., its sole shareholder

	By:	/s/ Munawar H. Hidayatallah
		Munawar H. Hidayatallah
		Chairman of the Board and Chief Executive Officer

	ALY CENTRIFUGE INC.

	By:	/s/ Munawar H. Hidayatallah
		Munawar H. Hidayatallah
		Chairman of the Board and Chief Executive Officer

	ADMINISTRATIVE AGENT :

	WELLS FARGO BANK, NATIONAL ASSOCIATION

	By:
	Name:
	Title:

Signature Page to Amended and Restated Pledge and Security Agreement

SCHEDULE I

to Amended and Restated Pledge and Security

Agreement

ITEM A – PLEDGED INTERESTS

Common Stock
Pledged Interests Issuer (corporate)	Cert. #			# of Shares		Authorized Shares		% of Common Shares Pledged
Austin Chalk Petroleum Corp.		1			1,000		1,000		100	%
Aly Operating, Inc.		1	A		100		100		100	%
Aly Centrifuge Inc.		1			10,000		10,000		100	%

Limited Liability Company Interests

Pledgor

Pledged Interests

Issuer

(limited liability company)

of Limited Liability

Company Interests Owned

of Limited Liability

Company Interests Pledged

Type of Limited Liability

Company Interests Pledged

None

Partnership Interests

Pledgor

Pledged Interests Issuer (partnership)

of Partnership

Interests Owned

of Partner-ship

Interests Pledged

Type of

Partnership Interests Pledged

None

Schedule I to Amended and Restated Pledge and Security Agreement

ITEM B – PLEDGED NOTES

1. Pledged Note Issuer Description :

None

SCHEDULE II

to Amended and Restated Pledge and Security

Agreement

Item A-1. Location of Grantor for purposes of UCC.

Grantor		Location
Aly Energy Services, Inc.		Delaware
Austin Chalk Petroleum Services Corp.		Texas
Aly Operating, Inc.		Delaware
Aly Centrifuge Inc.		Delaware

Item A-2. Grantor’s place of business or principal office.

Grantor		Principal Office
Aly Energy Services, Inc.		3 Riverway, Suite 920, Houston, Texas 77056
Austin Chalk Petroleum Services Corp.		1080 Private Road 7703, Giddings, Texas 78942
Aly Operating, Inc.		3 Riverway, Suite 920, Houston, Texas 77056
Aly Centrifuge Inc.		3 Riverway, Suite 920, Houston, Texas 77056

Item A-3. Taxpayer ID number.

Grantor		Taxpayer ID Number
Aly Energy Services, Inc.		75-2440201
Austin Chalk Petroleum Services Corp.		74-2995251
Aly Operating, Inc.		46-0607614
Aly Centrifuge Inc.		[applied for]

Item B. Merger or other corporate reorganization.

n/a

Schedule II to Amended and Restated Pledge and Security Agreement

Item C. Deposit Accounts and Securities Accounts.

Aly Operating, Inc.

1. Account #9090753163 with Wells Fargo Advisors

2. Account #4945734630 with Wells Fargo Bank, National Association

Aly Energy Services, Inc.

1. Account #410-4093620 with Wells Fargo Bank, National Association

Austin Chalk Petroleum Services Corp.

1. Checking Account #880605409765 with JPMorgan Chase Bank, 7600 Burnet Road, Suite 200, Austin, Texas 78759

2. Savings Account #880605411865 with JPMorgan Chase Bank, 7600 Burnet Road, Suite 200, Austin, Texas 789759

3. Account #4945734648 with Wells Fargo Bank, National Association

Item D. Letter of Credit Rights.

None

Item E. Commercial Tort Claims.

None

Schedule II to Amended and Restated Pledge and Security Agreement

SCHEDULE III – A

to Amended and Restated Pledge and Security

Agreement

INTELLECTUAL PROPERTY COLLATERAL

Item A. Patent Collateral .

Issued Patents

Country

Serial No.

Issued Date

Inventor(s)

Title

None

Pending Patent Applications

Country

Serial No.

Filing Date

Inventor(s)

Title

None

Patent Applications in Preparation

None

Schedule III to Amended and Restated Pledge and Security Agreement

SCHEDULE III – B

to Amended and Restated Pledge and Security

Agreement

Item B. Trademark Collateral

Trademarks, Service Marks, Trademark Licenses

None

Schedule III to Amended and Restated Pledge and Security Agreement

SCHEDULE III – C

to Amended and Restated Pledge and Security

Agreement

Item C. Copyright Collateral .

None

Schedule III to Amended and Restated Pledge and Security Agreement

Annex 1 to Amended and Restated Pledge and Security

Agreement

SUPPLEMENT NO. _______ dated as of ______________, 20___ (the “ Supplement ”), to the Amended and Restated Pledge and Security Agreement dated as of April 15, 2014 (as amended, supplemented, restated, or otherwise modified from time to time, the “ Security Agreement ”), among ALY ENERGY SERVICES, INC., a Delaware corporation (the “ Borrower ”) and each subsidiary of the Borrower party thereto from time to time (collectively with the Borrower, the “ Grantors ” and individually, a “ Grantor ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“ Wells Fargo ”), as administrative agent (in such capacity, the “ Administrative Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to herein).

A. Reference is made to that certain Amended and Restated Credit Agreement, dated as of April 15, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the lenders party thereto from time to time, the Administrative Agent, Wells Fargo Bank, National Association, as the issuing lender and the swing line lender.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement and the Credit Agreement.

C. Section 7.10 of the Security Agreement provides that additional Subsidiaries of the Borrower may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “ New Grantor ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement.

D. [Furthermore, pursuant to Section 5.6 of the Credit Agreement, the equity holder of each Subsidiary of the Borrower that was not in existence on the date of the Credit Agreement is required to enter into the Security Agreement as a Grantor, or supplement its Collateral (as defined in the Security Agreement), to pledge the equity of such new Subsidiary. [Equity holder of new Subsidiary] (the “ Existing Grantor ”; and together with the New Grantor, each a “ Specific Grantor ” and, collectively, the “ Specific Grantors ”), is executing this Supplement in accordance with the requirements of the Credit Agreement to supplement its Collateral under the Security Agreement.]

Accordingly, the Administrative Agent and the [New Grantor][Specific Grantors] agree as follows:

SECTION 1. [The Existing Grantor by its signature below (i) hereby agrees that, except as supplemented and renewed hereby, all of the terms, obligations, rights and conditions of the Security Agreement have not been amended in any way and are and will remain binding upon, and enforceable against the Existing Grantor (ii) reaffirms all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (iii) after giving effect to this Supplement, represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof in all material respects.]

Annex 1 to Amended and Restated Pledge and Security Agreement

SECTION 2. [The Existing Grantor agrees that the terms “Pledged Property”, “Pledged Interests”, and “Pledged Shares” as used in the Security Agreement are hereby supplemented to include, and the Existing Grantor hereby pledges to the Administrative Agent, and grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in and lien on all of the Existing Grantor’s right, title and interest in and to, all of its Equity Interests (as defined in the Security Agreement) or any other ownership interest described in, and set forth on, Schedule I, attached hereto and incorporated herein.]

SECTION 3. In accordance with Section 7.10 of the Security Agreement, the New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby agrees (a) to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Grantor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), does hereby create and grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns as provided in the Security Agreement, a continuing security interest in and Lien on all of the New Grantor’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Grantor. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein by reference.

SECTION 4. [The New Grantor][Each Specific Grantor] represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

SECTION 5. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the [New Grantor][Specific Grantors] and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 6. [The New Grantor][Each Specific Grantor] hereby agrees that the schedules attached to the Security Agreement are hereby supplemented by the corresponding schedules attached to this Supplement. [The New Grantor][Each Specific Grantor] hereby represents and warrants that the information provided in the schedules attached hereto are true and correct as of the date hereof.

Annex 1 to Amended and Restated Pledge and Security Agreement

SECTION 7. [The New Grantor][Each Specific Grantor] hereby expressly acknowledges and agrees to the terms of Section 6.3. ( Indemnity and Expenses ) of the Security Agreement and expressly acknowledges the irrevocable proxy provided in Section 4.1(e) of the Security Agreement. In furtherance thereof, [ NEW GRANTOR][EACH SPECIFIC GRANTOR] HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL THE TERMINATION DATE) EXERCISABLE UNDER THE CIRCUMSTANCES PROVIDED IN SECTION 4.1 OF THE SECURITY AGREEMENT, TO VOTE THE PLEDGED SHARES, PLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL .

SECTION 8. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 9. This Supplement shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). The New Grantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to the New Grantor at its address set forth in this Supplement. Nothing in this Section shall affect the rights of any Secured Party to serve legal process in any other manner permitted by the law or affect the right of any Secured Party to bring any action or proceeding against the New Grantor or its Property in the courts of any other jurisdiction.

SECTION 10. The parties hereto hereby agree that any suit or proceeding arising in respect of this Supplement or the Security Agreement, or any of the matters contemplated hereby or thereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court. 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 applicable law. The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to the applicable parties will be effective service of process against such party for any action or proceeding relating to any such dispute. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Supplement or the Security Agreement in any court referred to in this Section 10. Each of the parties hereto hereby agrees that Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to this Supplement and irrevocably waives, to the fullest extent permitted by applicable Legal Requirement, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court.

Annex 1 to Amended and Restated Pledge and Security Agreement

SECTION 11. THE NEW GRANTOR HEREBY ACKNOWLEDGES THAT THEY HAVE BEEN REPRESENTED BY AND HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT OR THE SECURITY AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 12. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 13. All communications and notices hereunder shall be in writing and given as provided in the Security Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature hereto.

SECTION 14. [The New Grantor][Each Specific Grantor] agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

THIS SUPPLEMENT, THE SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO IN THIS SUPPLEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SUPPLEMENT, THE SECURITY AGREEMENT AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

[Remainder of this page intentionally left blank. Signature pages to follow.]

Annex 1 to Amended and Restated Pledge and Security Agreement

IN WITNESS WHEREOF, the [New Grantor][Specific Grantors] and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

	[Name of New Grantor],

	By:
	Name:
	Title:

	Address:



	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

	By:
	Name:
	Title:

Annex 1 to Amended and Restated Pledge and Security Agreement

SCHEDULES TO SUPPLEMENT NO. 1

[AS APPROPRIATE]

Annex 1 to Amended and Restated Pledge and Security Agreement

EXHIBIT H1

REVOLVING N OTE

$5,000,000.00

April 15, 2014

For value received, the undersigned ALY ENERGY SERVICES, INC. , a Delaware corporation (“ Borrower ”), hereby promises to pay to the order of Wells Fargo Bank, National Association (“ Payee ”) the principal amount of Five Million and No/100 Dollars ($5,000,000.00) or, if less, the aggregate outstanding principal amount of the Revolving Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Revolving Advances from the date of such Revolving Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Revolving Note in accordance with the terms of the Credit Agreement.

This Revolving Note is one of the Revolving Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Amended and Restated Credit Agreement dated as of April 15, 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the lenders party thereto (the “ Lenders ”), and Wells Fargo Bank, National Association, as administrative agent (the “ Administrative Agent ”) for the Lenders, as issuing lender and as swing line lender. Capitalized terms used in this Revolving Note that are defined in the Credit Agreement and not otherwise defined in this Revolving Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Revolving Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Advance being evidenced by this Revolving Note, and (b) contains provisions for acceleration of the maturity of this Revolving Note upon the happening of certain events stated in the Credit Agreement and for optional and mandatory prepayments of principal prior to the maturity of this Revolving Note upon the terms and conditions specified in the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Payee shall record payments of principal made under this Revolving Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Revolving Note.

This Revolving Note is secured by the Security Documents and guaranteed pursuant to the terms of the Guaranty.

This Revolving Note is made expressly subject to the terms of Section 9.10 and Section 9.11 of the Credit Agreement.

This Revolving Note is given in replacement, but not in discharge or novation, of that certain Revolving Note dated October 26, 2012, in the original face amount of $5,000,000.00 made by the Borrower (as successor by assumption to Aly Operating, Inc., a Delaware corporation (f/k/a Aly Energy Services Inc.)) payable to the order of the Bank.

Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights.

THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

	ALY ENERGY SERVICES, INC.

	By:
	Name:
	Title :

EXHIBIT C

FORM OF EMPLOYMENT AGREEMENTS

C-1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into this 15 th day of April, 2014, by and between Aly Centrifuge Inc., a Delaware corporation (the “ Company ”), and )____________ (the “ Employee ”).

Concurrently with the execution and delivery of this Agreement, the equity interests of the Company and certain fixed assets used by the Company are being acquired by Aly Energy Services Inc., a Delaware corporation (the “ Purchaser ”), under that certain Asset Purchase, Stock Purchase and Merger Agreement, dated April 11, 2014, governing that transaction (the “ Purchase Agreement ”). Therefore, the Company agrees to employ Employee, and Employee accepts employment with the Company, on the following terms and conditions:

ARTICLE I

DEFINITIONS

In addition to the terms defined in the body of this Agreement, for purposes of this Agreement, the following capitalized words shall have the meanings indicated below. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them in the Purchase Agreement.

1.1 “Board” shall mean the Board of Directors of the Purchaser.

1.2 “Cause” shall mean that Employee (a) has engaged in gross negligence, gross incompetence or willful misconduct in the performance of Employee’s duties with respect to the Company or any of its affiliates, (b) has refused without proper legal reason to perform Employee’s duties and responsibilities to the Company or any of its affiliates, (c) has breached any provision of Article VIII or any other provision of this Agreement, (d) has materially breached any provision of any written agreement or corporate policy or code of conduct established by the Company or any of its affiliates (and as amended from time to time), (e) has engaged in conduct that is materially injurious to the Company or any of its affiliates, (f) has disclosed without specific authorization from the Company confidential information of the Company or any of its affiliates that is injurious to any such entity, (g) has committed an act of theft, fraud, embezzlement, misappropriation or breach of a fiduciary duty to the Company or any of its affiliates or (h) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony.

1.3 “CEO” shall mean the Chief Executive Officer of the Purchaser.

1.4 “COO” shall mean the Chief Operating Officer of the Purchaser.

1.5 “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.6 “Date of Termination” shall mean the date specified in the Notice of Termination relating to termination of Employee’s employment with the Company, subject to adjustment as provided in Section 3.3.

C-2

1.7 “Good Reason” shall mean without the prior consent of Employee: (a) a relocation of Employee or the Company principal executives to a location outside the _____, Texas metropolitan area, (b) there is a material reduction by the Company in Employee’s responsibilities, duties, authority, title, or reporting relationship or (c) the Company acts in any way that would reduce Employee’s Base Salary or if the Company adversely affects Employee’s participation in or materially reduces Employee’s benefit under any benefit plan of the Company in which Employee is participating.

1.8 “Notice of Termination” shall mean a written notice delivered by the Company or Employee to the other party indicating the specific termination provision in this Agreement relied upon for termination of Employee’s employment and the Date of Termination that sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated.

ARTICLE II

EMPLOYMENT AND DUTIES

2.1 Employment; Effective Date . The Company agrees to employ Employee, and Employee agrees to be employed by the Company, pursuant to the terms of this Agreement beginning as of the Closing Date (the “Effective Date”) and continuing for the period of time set forth in Article III of this Agreement, subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, if the Purchase Agreement is terminated, this Agreement shall be void ab initio and Employee and Company shall have no rights under this Agreement.

2.2 Position . From and after the Effective Date, Employee shall serve in the position of __________ of the Company or in such other position or positions as the parties mutually may agree and shall report to _______________________.

2.3 Duties and Services . Employee agrees to serve in the position referred to in Section 2.2 hereof and to perform diligently and to the best of Employee’s abilities the usual and customary duties and services appertaining to such positions, as well as such additional duties and services appropriate to such positions which the Company and Employee mutually may agree upon from time to time. Employee’s employment shall also be subject to the policies maintained and established by the Company that are of general applicability to the Company’s employees, as such policies may be amended from time to time.

2.4 Other Interests . Employee agrees, during the Term, to devote his full time and attention to the business and affairs of the Company and its affiliates. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (a) engage in and manage Employee’s passive personal investments, (b) engage in charitable and civic activities, and (c) engage in such other activities that the Company and Employee mutually agree to; provided, however, that such activities shall be permitted so long as such activities do not conflict with the business and affairs of the Company or materially interfere with the performance of Employee’s duties hereunder.

2.5 Duty of Loyalty . Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act in the best interests of the Company and to do no act that would materially injure the business, interests, or reputation of the Company or any of its affiliates. In keeping with these duties, Employee shall make full disclosure to the Company of all business opportunities pertaining to the Business (as defined below) and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.

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ARTICLE III

TERM AND TERMINATION OF EMPLOYMENT

3.1 Term . Subject to the remaining terms of this Article III, this Agreement shall be for a term that begins on the Effective Date and continues in effect through the third anniversary of the Effective Date (the “Term”). Subject to Section 9.13, this Agreement shall terminate at the end of the Term and Employee shall continue as an at-will employee of the Company.

3.2 Company’s Right to Terminate . Notwithstanding the provisions of Section 3.1, the Company may terminate Employee’s employment under this Agreement at any time for any of the following reasons by providing Employee with a Notice of Termination:

(a) for Cause; or

(b) for any other reason whatsoever or for no reason at all, in the sole discretion of the Company.

3.3 Employee’s Right to Terminate . Notwithstanding the provisions of Section 3.1:

(a) Employee shall have the right to terminate Employee’s employment under this Agreement for Good Reason by providing the Company with a Notice of Termination, provided, however, that termination for Good Reason by the Employee shall not be permitted unless (x) Employee has given the Company at least thirty (30) days’ prior written notice that he has a basis for a termination for Good Reason, which notice shall specify the facts and circumstances constituting a basis for termination for Good Reason and (y) the Company has not remedied such facts and circumstances constituting a basis for termination for Good Reason within such 30-day period.

(b) Employee shall have the right to terminate Employee’s employment under this Agreement for any reason other than Good Reason, in the sole discretion of Employee, by providing the Company with a Notice of Termination. In the case of a termination of employment by Employee pursuant to this Section 3.3(b), the Date of Termination specified in the Notice of Termination shall not be less than fifteen (15) nor more than sixty (60) days, from the date such Notice of Termination is given, and the Company may require a Date of Termination earlier than that specified in the Notice of Termination (and, if such earlier Date of Termination is so required, it shall not change the basis for Employee’s termination nor be construed or interpreted as a termination of employment pursuant to Section 3.1 or Section 3.2).

3.4 Deemed Resignations . Unless otherwise agreed to in writing by the Company and Employee prior to the termination of Employee’s employment, any termination of Employee’s employment shall constitute an automatic resignation of Employee as an officer of the Company and each affiliate of the Company, and an automatic resignation of Employee from the Board and the board of directors of the Company (if applicable), from the board of directors or similar governing body of any affiliate of the Company and from the board of directors or similar governing body of any corporation, limited liability entity or other entity in which the Company or any affiliate holds an equity interest and with respect to which board or similar governing body Employee serves as the Company’s or such affiliate’s designee or other representative.

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3.5 Meaning of Termination of Employment . For all purposes of this Agreement, Employee shall be considered to have terminated employment with the Company when Employee incurs a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder.

ARTICLE IV

COMPENSATION AND BENEFITS

4.1 Base Salary . During the Term, Employee shall receive a minimum, annualized base salary of $__________ (the “Base Salary”). Employee’s Base Salary shall be paid in equal installments in accordance with the Company’s standard policy regarding payment of compensation to employees but no less frequently than monthly.

Bonuses . Employee shall be eligible to receive an annual, calendar-year bonus based on criteria determined by the Board (the “Annual Bonus”). Any Annual Bonus payable pursuant to this Section 4.2 will be paid to Employee no later than March 15 of the calendar year following the calendar year to which the Annual Bonus relates, provided Employee is employed by the Company on such date of payment.

4.2 Benefits . During the Term, Employee shall be entitled to participate in such group life, health, accident, disability or hospitalization insurance plans and retirement plans as the Company may make available to its other similarly situated executive employees as a group, subject to the terms and conditions of any such plans. Employee’s participation in all such plans shall be at a level, and on terms and conditions, that are commensurate with his positions and responsibilities at the Company. Additionally, Employee will be entitled to a vehicle allowance of $______ per month, plus use of a Company-paid gasoline credit card.

4.3 Vacation and Leave . Employee shall be entitled to paid vacation in accordance with the Company’s vacation policy (two weeks during year one and two of employment; three weeks during years three through eight of employment; four weeks during years nine through 19 of employment; and five weeks thereafter; in each case giving credit for Employee’s tenure of service for the Company’s predecessor) but Employee will not take more than two (2) weeks consecutive vacation. Employee shall also be entitled to all paid holidays given by the Company to its employees generally.

4.4 Expenses . The Company shall promptly reimburse Employee for all reasonable business expenses incurred by Employee in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company; provided, in each case, that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company. Any such reimbursement of expenses shall be made by the Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to the Company (but in any event not later than the close of Employee’s taxable year following the taxable year in which the expense is incurred by Employee). In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is one year after the date of Employee’s termination of employment with the Company.

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ARTICLE V

PROTECTION OF INFORMATION

5.1 Disclosure to and Property of the Company . For purposes of this Article V, the term “the Company” shall include the Company and any of its affiliates, and any reference to “employment” or similar terms shall include a director, manager and/or consulting relationship. All information, trade secrets, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during the period of Employee’s employment by the Company (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s business, trade secrets, products or services (including, without limitation, all such information relating to corporate opportunities, product specification, compositions, manufacturing and distribution methods and processes, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or production, marketing and merchandising techniques, prospective names and marks) and all writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression (collectively, “Confidential Information”) shall be retained for and, to the extent practicable, disclosed to the Company and are and shall be the sole and exclusive property of the Company. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, architectural renditions and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression that are conceived, made, developed or acquired by Employee individually or in conjunction with others during the period of Employee’s employment by the Company (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s business, trade secrets, products or services (collectively, “Work Product”) are and shall be the sole and exclusive property of the Company. Employee agrees to perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Upon termination of Employee’s employment by the Company, for any reason, Employee promptly shall deliver such Confidential Information and Work Product, and all copies thereof, to the Company.

5.2 Disclosure to Employee . The Company shall disclose to Employee, or place Employee in a position to have access to or develop, Confidential Information and Work Product of the Company; and shall entrust Employee with business opportunities of the Company; and shall place Employee in a position to develop business good will on behalf of the Company.

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5.3 No Unauthorized Use or Disclosure . Employee agrees to use reasonable efforts to preserve and protect the confidentiality of all Confidential Information and of all Work Product containing Confidential Information of the Company and its affiliates. Employee agrees that Employee will not, at any time during or after Employee’s employment with the Company, make any unauthorized disclosure of, and Employee shall not remove from the Company premises, Confidential Information or Work Product of the Company or its affiliates, or make any use thereof, except, in each case, in the carrying out of Employee’s responsibilities hereunder. Employee shall use all reasonable efforts to obligate all persons or entities to whom any Confidential Information shall be disclosed by Employee hereunder to preserve and protect the confidentiality of such Confidential Information. Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent (a) such Confidential Information has become publicly available other than as a result of a breach of this Agreement by Employee or (b) disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Employee shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Employee agrees to deliver to the Company all Confidential Information that Employee may possess or control. Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by Employee during the period of Employee’s employment by the Company exclusively belongs to the Company (and not to Employee), and upon request by the Company for specified Confidential Information, Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Employee’s obligations under this Article V. As a result of Employee’s employment by the Company, Employee may also from time to time have access to, or knowledge of, confidential information or work product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Employee also agrees to use reasonable efforts to preserve and protect the confidentiality of such third party Confidential Information and Work Product.

5.4 Ownership by the Company . If, during Employee’s employment by the Company, Employee creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) relating to the Company’s business, products, or services, whether such work is created solely by Employee or jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), including any Work Product, the Company shall be deemed the author of such work if the work is prepared by Employee in the scope of Employee’s employment; or, if the work relating to the Company’s business, products, or services is not prepared by Employee within the scope of Employee’s employment but is specially ordered by the Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be the author of the work. If the work relating to the Company’s business, products, or services is neither prepared by Employee within the scope of Employee’s employment nor a work specially ordered that is deemed to be a work made for hire during Employee’s employment by the Company, then Employee hereby agrees to assign, and by these presents does assign, to the Company all of Employee’s worldwide right, title, and interest in and to such work and all rights of copyright therein.

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5.5 Assistance by Employee . During the period of Employee’s employment by the Company, Employee shall assist the Company and its nominee, at any time, in the protection of the Company’s or its affiliates’ worldwide right, title and interest in and to Confidential Information and Work Product and the execution of all formal assignment documents requested by the Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries. After Employee’s employment with the Company terminates, at the request from time to time and expense of the Company or its affiliates, Employee shall reasonably assist the Company and its nominee, at reasonable times and for reasonable periods and for reasonable compensation, in the protection of the Company’s or its affiliates’ worldwide right, title and interest in and to Confidential Information and Work Product and the execution of all formal assignment documents requested by the Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

5.6 Remedies . Employee acknowledges that money damages would not be a sufficient remedy for any breach of this Article V by Employee, and the Company shall be entitled to enforce the provisions of this Article V by specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article V but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Employee and Employee’s agents.

ARTICLE VI

STATEMENTS CONCERNING THE COMPANY

6.1 Statements . Each of the Employer and Employee will refrain, both during the period of Employee’s employment by the Company and after the termination thereof, from publishing any oral or written statements about the other party, any of its affiliates or any of the Company’s or such affiliates’ investors, stockholders, partners, directors, managers, officers, employees, consultants, agents or representatives that (a) are slanderous, libelous or defamatory, (b) disclose Confidential Information (other than Confidential Information that has become publicly available other than as a result of a breach of this Agreement by Employee) of the Company, any of its affiliates or any of the Company’s or any such affiliates’ business affairs, investors, stockholders, partners, directors, managers, officers, employees, consultants, agents or representatives, or (c) place the other party, any of the Company’s affiliates, or any of the Company’s or any such affiliates’ directors, managers, officers, employees, consultants, agents or representatives in a false light before the public. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded the parties hereby under this provision are in addition to any and all rights and remedies otherwise afforded by law. The foregoing notwithstanding, nothing shall prevent any party from testifying in any legal proceeding pursuant to a subpoena or other legal process.

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ARTICLE VII

EFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION

7.1 Effect of Termination of Employment on Compensation .

(a) Benefit Obligation and Accrued Obligation Defined . For purposes of this Agreement, payment of the “ Benefit Obligation ” shall mean payment by the Company to Employee (or his designated beneficiary or legal representative, as applicable), in accordance with the terms of the applicable plan document, of all vested benefits to which Employee is entitled under the terms of the employee benefit plans and compensation arrangements in which Employee is a participant as of the Date of Termination. “ Accrued Obligation ” means the sum of (1) Employee’s Base Salary through the Date of Termination, (2) any accrued vacation pay earned by Employee, and (3) any incurred but unreimbursed expenses for which Employee is entitled to reimbursement in accordance with Section 4.5, in each case, to the extent not theretofore paid.

(b) Termination of Employee for Cause . If during the Term Employee’s employment is terminated for Cause, the Company shall pay to Employee the Accrued Obligation within thirty (30) days following the Date of Termination. Following such payment, the Company shall have no further obligations to Employee other than as may be required by law or the terms of an employee benefit plan of the Company. The Company shall pay Employee the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.

(c) Termination of Employee by the Company Without Cause or by Employee with Good Reason . If during the Term Employee’s employment is terminated by the Company without Cause or by Employee with Good Reason, then Employee shall receive the following benefits and compensation from the Company:

(i) the Company shall pay Employee the Accrued Obligation within thirty (30) days following the date of Employee’s Date of Termination;

(ii) the Company shall pay to Employee an amount equal to Employee’s Base Salary for 12 months, with such amount payable in 12 equal monthly installments commencing on the 60th day following Employee’s Date of Termination;

(iii) the Company shall pay Employee the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.

Notwithstanding the foregoing, neither Employee, nor his estate, shall be permitted to specify the taxable year in which a payment described in this Section 7.1(c) shall be paid.

(d) General Release of Claims . Payments to Employee under this Article VII (other than Accrued Obligations and Benefit Obligations) are contingent upon Employee’s execution of a release, substantially in the form attached hereto as Exhibit A, within fifty (50) days of Employee’s Date of Termination that is not revoked by Employee during any applicable revocation period provided in such release (which shall release and discharge the Company and its affiliates, and their officers, directors, managers, employees and agents from any and all claims or causes of action of any kind or character, including but not limited to all claims or causes of action arising out of Employee’s employment with the Company or its affiliates or the termination of such employment). Nothing in this Section 7.1(d) shall be construed to require Employee to execute a release in any form if Employee does not accept payments described in this Section 7.1 other than the Accrued Obligations and Benefit Obligations.

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ARTICLE VIII

COVENANTS AGAINST COMPETITION

8.1 Definitions . As used in this Article VIII, the following terms shall have the following meanings:

(a) “ Business ” means (i) the manufacture, lease or sale of any oilfield services equipment or products, and (ii) the provision of products or services provided by the Company or any of its affiliates during the three (3) year period prior to the Date of Termination. In the event Employee proposes to invest in an entity that would meet the definition of Business only because of the activities of an affiliate of the Company, Employee may request a waiver of the provisions of this Article VIII in writing and the Company many not unreasonably withhold its consent to such waivers if Employee had only immaterial access to the market analyses, marketing practices, technology, clients and prospective clients of the affiliate, and other confidential information, goodwill and trade secrets that are among the assets of the affiliate.

(b) “ Governmental Authority ” means any governmental, quasi-governmental, state, county, city or other political subdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or statutory or regulatory body thereof.

(c) “ Legal Requirement ” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement (including, without limitation, any of the foregoing that relates to environmental standards or controls, energy regulations and occupational, safety and health standards or controls including those arising under environmental laws) of any Governmental Authority.

(d) “ Prohibited Period ” means the period during which Employee is employed by the Company hereunder and a period of 12 months following Employee’s Date of Termination.

(e) “ Restricted Area ” means the United States of America and any other jurisdiction in which the Company has performed services or otherwise engaged in activities for the purpose of performing services during the three (3) year period prior to the Closing Date and any country or subdivision thereof in which the Company or its affiliates engages in the Business during the Prohibited Period. With respect to the Business of an affiliate of Company, the term “Restricted Area” means the trade area of the affiliate existing on the date of termination of Employee’s employment with the Company.

8.2 Non-Competition and Non-Solicitation . Employee presently has specialized knowledge of the market analyses, marketing practices, technology, clients and prospective clients of the Company, and other confidential information, goodwill and trade secrets that were among the assets of the Company prior to the closing of the Purchase Agreement. Employee acknowledges his expertise and specialized knowledge of research and development, and other Confidential Information of the Company. Employee will continue to obtain and develop specialized knowledge of Confidential Information of the Company and its affiliates and the business of the Company through his continued involvement in the business of the Company, including his employment under this Agreement. The Company’s promise to provide Employee with this Confidential Information is an essential part of the Company’s agreement to employ Employee pursuant to this Agreement.

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To induce the Purchaser to carry out the Purchase Agreement, and in consideration of the Company’s promises and undertakings in this Agreement, including the promise to provide specialized training and knowledge, the promise to provide Employee access to and control of Confidential Information that the Company and its affiliates will continue to develop and/or receive and that Employee will have access to through the Term, and to ensure the protection of the Company’s and its affiliates’ Confidential Information during Employee’s employment and thereafter, the Company and Employee agree and covenant that during the Prohibited Period:

(a) Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any Person or Persons as principal, agent, employee, stockholder, owner, investor, partner or in any other manner whatsoever (other than a holding of shares listed on a United States stock exchange or automated quotation system that does not exceed one percent of the outstanding shares so listed), owner, investor, partner or in any other manner whatsoever, directly or indirectly, (A) engage in the Business or otherwise compete with the Company or any of its affiliates in the Business in the Restricted Area, (B) solicit business from, or provide services to, any of the customers or accounts of the Company or any of its affiliates in the Business for the Restricted Area, or (C) become the employee of, or otherwise render services to or on behalf of, any enterprise where the division or department in which Employee works competes with such Business of the Company or any of its affiliates; and

(b) Employee shall not, directly or indirectly, either for himself or any other person, (A) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or any of its affiliates, (B) in any way interfere with the relationship between the Company or any of its affiliates and any employee of the Company or any of its affiliates, (C) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Company or any of its affiliates, or (D) induce or attempt to induce any customer, supplier, licensee or business relation of the Company or any of its affiliates to cease doing business with the Company or any of its affiliates or in any way interfere with the relationship between any customer, supplier, licensee or business relation of the Company or any of its affiliates.

8.3 Relief . Employee and the Company agree and acknowledge that the limitations as to time, geographical area and scope of activity to be restrained as set forth in Section 8.2 hereof are reasonable and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company. Employee and the Company also acknowledge that money damages would not be sufficient remedy for any breach of this Article VIII by Employee, and the Company or its affiliates shall be entitled to enforce the provisions of this Article VIII by terminating payments then owing to Employee under this Agreement or otherwise and to seek in a court of competent jurisdiction specific performance and injunctive relief as remedies for such breach or any threatened breach; provided, however, that such termination of payments owing to Executive under this Agreement or otherwise may not occur in the absence of a breach of this Article VIII by Employee. Such remedies shall not be deemed the exclusive remedies for a breach of this Article VIII but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Employee and Employee’s agents.

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8.4 Reasonableness; Enforcement . Employee hereby represents to the Company that Employee has read and understands, and agrees to be bound by, the terms of this Article VIII. Employee acknowledges that the duration of the covenants contained in this Article VIII are the result of arm’s-length bargaining and are fair and reasonable in light of (a) the nature of the operations of the Company’s Business, (b) Employee’s level of control over and contact with the Company’s Business in all jurisdictions in which it is conducted, and (c) the amount of compensation, trade secrets and Confidential Information that Employee is receiving in connection with the performance of Employee’s duties hereunder. It is the desire and intent of the parties that the provisions of this Article VIII be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and therefore, to the extent permitted by applicable Legal Requirements, Employee and the Company hereby waive any provision of applicable Legal Requirements that would render any provision of this Article VIII invalid or unenforceable. It is specifically agreed that the period specified in Section 8.2 shall be computed by excluding from that computation any time during which Employee is in violation of any provision of Section 8.2.

8.5 Reformation . The Company and Employee agree that the foregoing restrictions are reasonable under the circumstances and that any breach of the covenants contained in this Article VIII would cause irreparable injury to the Company. Employee expressly represents that enforcement of the restrictive covenants set forth in this Article VIII will not impose an undue hardship upon Employee or any person or entity affiliated with Employee. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to time, or otherwise unenforceable, the parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and Employee intend to make this provision enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not to compete and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal. Such modification shall not affect the payments made to Employee under this Agreement.

ARTICLE IX

MISCELLANEOUS

9.1 Notices . For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally or by courier, (b) on the date receipt is acknowledged if delivered by certified mail, postage prepaid, return receipt requested or (c) one day after transmission if sent by facsimile transmission with confirmation of transmission, as follows:

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	If to Employee, addressed to:	[Name]
		[Address]

	If to the Company, addressed to:	c/o Aly Energy Services, Inc. Attn: Chief Executive Officer 3 Riverway, Suite 920 Houston, Texas 77056 Facsimile: (713) 333-4004

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt.

9.2 Applicable Law; Submission to Jurisdiction .

(a) This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas, without regard to conflicts of laws principles thereof.

(b) With respect to any claim or dispute related to or arising under this Agreement, the parties hereto hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in the State of Texas.

9.3 Litigation . Employee agrees to cooperate, in a reasonable and appropriate manner, with the Company and its attorneys, both during and after the termination of his employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Employee was involved prior to the termination of his employment to the extent the Company pays all expenses Employee incurs in connection with such cooperation and to the extent such cooperation does not unduly interfere (as determined by Employee in good faith) with Employee’s personal or professional schedule.

9.4 Dispute Resolution . Except as provided otherwise in Sections 5.6, 6.1 and 8.3, all claims, demands, causes of action, disputes, controversies or other matters in question (“Claims”) arising out of this Agreement or Employee’s service (or termination from service) with the Company, whether arising in contract, tort or otherwise and whether provided by statute, equity or common law, that the Company may have against Employee or that Employee may have against the Company, or its parents or subsidiaries, or against each of the foregoing entities’ respective officers, directors, employees or agents in their capacity as such or otherwise, shall be settled in accordance with the procedures described in Section 9.4(a) and (b). Claims covered by this Section 9.4 include, without limitation, claims by Employee for breach of this Agreement, wrongful termination, discrimination (based on age, race, sex, disability, national origin, sexual orientation, or any other factor), harassment and retaliation.

(a) Agreement to Negotiate . First, the parties shall attempt in good faith to resolve any Claims promptly by negotiations between Employee and executives or directors of the Company or its affiliates who have authority to settle the Claims. Either party may give the other disputing party written notice of any Claim not resolved in the normal course of business. Within five days after the effective date of that notice, Employee and such executives or directors of the Company shall agree upon a mutually acceptable time and place to meet and shall meet at that time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the Claim. The first of those meetings shall take place within 30 days of the date of the disputing party’s notice. If the Claim has not been resolved within 60 days of the date of the disputing party’s notice, or if the parties fail to agree on a time and place for an initial meeting within five days of that notice, either party may elect to undertake arbitration in accordance with Section 9.4(b).

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(b) Agreement to Arbitrate . If a Claim is not resolved by negotiation pursuant to Section 9.4(a), such Claim must be resolved through arbitration regardless of whether the Claim involves claims that the Agreement is unlawful, unenforceable, void, or voidable or involves claims under statutory, civil or common law. Any arbitration shall be conducted in accordance with the then-current Employment Arbitration Rules of the American Arbitration Association (“ AAA ”). If a party refuses to honor its obligations under this Section 9.4(b), the other party may compel arbitration any federal or state court of competent jurisdiction. The arbitrator shall apply the substantive law of Texas (excluding choice-of-law principles that might call for the application of some other jurisdiction’s law) or federal law, or both as applicable to the Claims asserted. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability or formation of this Agreement (including this Section 9.4), including any claim that all or part of the Agreement is void or voidable and any Claim that an issue is not subject to arbitration. The results of arbitration will be binding and conclusive on the parties hereto. Any arbitrator’s award or finding or any judgment or verdict thereon will be final and unappealable. The seat of arbitration shall be in Harris County in the State of Texas, and unless agreed otherwise by the parties, all hearings shall take place at the seat. Any and all of the arbitrator’s orders, decisions and awards may be enforceable in, and judgment upon any award rendered by the arbitrator may be confirmed and entered by any federal or state court having jurisdiction. All evidentiary privileges under applicable state and federal law, including attorney-client, work product and party communication privileges, shall be preserved and protected. The decision of the arbitrator will be binding on all parties. Arbitrations will be conducted in such a manner that the final decision of the arbitrator will be made and provided to Employee and the Company no later than 120 days after a matter is submitted to arbitration. All proceedings conducted pursuant to this agreement to arbitrate, including any order, decision or award of the arbitrators, shall be kept confidential by all parties. Each party shall pay its own attorneys fees and disbursements and other costs of arbitration. The arbitrator’s fees shall be borne by the nonprevailing party or by such party or parties as the arbitrator shall determine. EMPLOYEE ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, EMPLOYEE IS WAIVING ANY RIGHT THAT EMPLOYEE MAY HAVE TO A JURY TRIAL OR A COURT TRIAL OF ANY SERVICE RELATED CLAIM ALLEGED BY EMPLOYEE.

9.5 No Waiver . No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

9.6 Severability . If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

9.7 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

9.8 Withholding of Taxes and Other Employee Deductions . The Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other applicable taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling and all other customary deductions made with respect to the Company’s employees generally.

9.9 Headings . The Section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

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9.10 Gender and Plurals . Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.

9.11 Affiliate . As used in this Agreement, the term “affiliate” as used with respect to a particular person or entity shall mean any other person or entity which owns or controls, is owned or controlled by, or is under common ownership or control with, such particular person or entity.

9.12 Successors . This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party. In addition, any payment owed to Employee hereunder after the date of Employee’s death shall be paid to Employee’s estate.

9.13 Term . Termination of this Agreement shall not affect any right or obligation of any party which is accrued or vested prior to such termination. Without limiting the scope of the preceding sentence, the provisions of Articles V, VI, VII, VIII and IX shall survive any termination of the employment relationship and/or of this Agreement.

9.14 Entire Agreement . Except as provided in any signed written agreement contemporaneously or hereafter executed by the Company and Executive, this Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Executive by the Company. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the date of execution of this Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect.

9.15 Modification; Waiver . Any modification to or waiver of this Agreement shall be effective only if it is in writing and signed by the parties to this Agreement; provided that the Company may, with prospective or retroactive effect, amend this Agreement at any time (to the extent Employee is not adversely affected by such amendment), if determined to be reasonably necessary to comply with administrative guidance issued under Section 409A of the Code or to comply with the provisions of Section 409A of the Code.

9.16 Compliance with Section 409A of the Code . Each payment under this Agreement, including each payment in a series of installment payments, is intended to be a separate payment for purposes of Treas. Reg. § 1.409A-2(b), and is intended to be: (i) exempt from Section 409A of the Code, the regulations and other binding guidance promulgated thereunder (“Section 409A”), including, but not limited to, by compliance with the short-term deferral exemption as specified in Treas. Reg. § 1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of Treas. Reg. § 1.409A-1(b)(9)(iii), or (ii) in compliance with Section 409A, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treas. Reg. § 1.409A-3(a) and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing provisions of this Agreement, if the payment of any severance compensation or severance benefits under Article VII would be subject to additional taxes and interest under Section 409A because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code, and Employee constitutes a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code, then any such payments that Employee would otherwise be entitled to during the first six months following Employee’s separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code shall be accumulated and paid on the date that is six months after Employee’s separation from service (or if such payment date does not fall on a business day of the Company, the next following business day of the Company), or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes and interest.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

	ALY CENTRIFUGE INC.

Date	By:

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Exhibit A

Form of Waiver and Release Agreement

Aly Centrifuge Inc. has offered to pay me certain benefits (the “Benefits”) pursuant to Section 7.1(c) of my employment agreement with Aly Centrifuge Inc., dated as of April 15, 2014 (the “Employment Agreement”), which were offered to me in exchange for my agreement, among other things, to waive all of my claims against and release Aly Centrifuge Inc. and its predecessors, successors and assigns (collectively referred to as the “Company”), all of the affiliates (including parents and subsidiaries) of the Company (collectively referred to as the “Affiliates”) and the Company’s and Affiliates’ directors and officers, employees and agents, insurers, employee benefit plans and the fiduciaries and agents of said plans (collectively, with the Company and Affiliates, referred to as the “Corporate Group”) from any and all claims, demands, actions, liabilities and damages arising out of or relating in any way to my employment with or separation from the Company or the Affiliates; provided, however, that this Waiver and Release shall not apply to (1) any existing right I have to indemnification, contribution and a defense, (2) any directors and officers and general liability insurance coverage, (3) any rights I may have as a shareholder of the Company, (4) any rights I have to the Benefits, and (5) any rights which cannot be waived or released as a matter of law.

I understand that signing this Waiver and Release is an important legal act. I acknowledge that the Company has advised me in writing to consult an attorney before signing this Waiver and Release and has given me at least 21 days from the day I received a copy of this Waiver and Release to sign it.

In exchange for the payment to me of Benefits, I, among other things, (1) agree not to sue in any local, state and/or federal court regarding or relating in any way to my employment with or separation from the Company or the Affiliates, (2) knowingly and voluntarily waive all claims and release the Corporate Group from any and all claims, demands, actions, liabilities, and damages, whether known or unknown, arising out of or relating in any way to my employment with or separation from the Company or the Affiliates and (3) waive any rights that I may have under any of the Company’s involuntary severance benefit plans, except to the extent that my rights are vested under the terms of employee benefit plans sponsored by the Company or the Affiliates and except with respect to such rights or claims as may arise after the date this Waiver and Release is executed. This Waiver and Release includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Age Discrimination in Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990 (“ADEA”); the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990 (“ADA”); the Energy Reorganization Act, as amended, 42 U.S.C. §§ 5851; the Workers Adjustment and Retraining Notification Act of 1988; the Sarbanes-Oxley Act of 2002; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the Occupational Safety and Health Act; claims in connection with workers’ compensation or “whistle blower” statutes; and/or contract, tort, defamation, slander, wrongful termination or any other state or federal regulatory, statutory or common law. Further, I expressly represent that no promise or agreement which is not expressed in the Employment Agreement has been made to me in executing this Waiver and Release, and that I am relying on my own judgment in executing this Waiver and Release, and that I am not relying on any statement or representation of the Company, any of the Affiliates or any other member of the Corporate Group or any of their agents. I agree that this Waiver and Release is valid, fair, adequate and reasonable, is entered into with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect of misleading, misinforming or failing to inform me.

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Notwithstanding the foregoing, nothing contained in this Waiver and Release is intended to prohibit or restrict me in any way from (1) bringing a lawsuit against the Company to enforce the Company’s obligations under the Employment Agreement; (2) making any disclosure of information required by law; (3) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s legal, compliance or human resources officers; (4) testifying or participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization; or (5) filing any claims that are not permitted to be waived or released under applicable law (although my ability to recover damages or other relief is still waived and released to the extent permitted by law).

Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release. I acknowledge that this Waiver and Release and the Employment Agreement set forth the entire understanding and agreement between me and the Company or any other member of the Corporate Group concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or any other member of the Corporate Group. I understand that for a period of 7 calendar days following the date that I sign this Waiver and Release, I may revoke my acceptance of the offer, provided that my written statement of revocation is received on or before that seventh day by Chief Financial Officer, Aly Centrifuge Inc. c/o Aly Energy Services, Inc., 3 Riverway, Suite 920, Houston, Texas 77506, facsimile number: (713) 333-4004, in which case the Waiver and Release will not become effective. In the event I revoke my acceptance of this offer, the Company shall have no obligation to provide me Benefits. I understand that failure to revoke my acceptance of the offer within 7 calendar days from the date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable.

I acknowledge that I have read this Waiver and Release, have had an opportunity to ask questions and have it explained to me and that I understand that this Waiver and Release will have the effect of knowingly and voluntarily waiving any action I might pursue, including breach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national origin, or disability and any other claims arising prior to the date of this Waiver and Release. By execution of this document, I do not waive or release or otherwise relinquish any legal rights I may have which are attributable to or arise out of acts, omissions, or events of the Company or any other member of the Corporate Group which occur after the date of the execution of this Waiver and Release.


Employee’s Printed Name		Company Representative


Employee’s Signature		Company’s Execution Date


Employee’s Signature Date		Employee’s Social Security Number

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EXHIBIT D

FORM OF REGISTRATION RIGHTS AGREEMENT

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of April 15, 2014, by and among Aly Centrifuge Inc., a Delaware corporation (the “ Company ”), Aly Energy Services, Inc., a Delaware corporation (the “ Parent ”), and the holders listed on Schedule I hereto (the “ Holders ”).

WHEREAS, the Company has, pursuant to that certain Asset Purchase Agreement, Stock Purchase Agreement and Merger Agreement, dated as of April 11, 2014, to which the Parent, the Company and the Holders are parties (the “ Purchase Agreement ”), issued shares of the Company’s Preferred Stock, par value $.01 per share (such shares, together with additional shares to be issued as payment-in-kind dividends thereon, being collectively referred to herein as the “ Preferred Stock ”); and

WHEREAS, the shares of Preferred Stock are exchangeable for shares of the Parent’s Common Stock, par value $.001 per share (the “ Parent Stock ”); and

WHEREAS, it is a condition to the closing (the “ Closing ”) of the transactions contemplated by the Purchase Agreement that the Parent, the Company and the Holders enter into this Agreement at or prior to the Closing in order to grant the Holders certain registration rights as set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company, the Parent and the Holders agree as follows:

1. Definitions . Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“ Affiliate ” of any Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, “control” when used with respect to any Person has the meaning specified in Rule 12b-2 under the Exchange Act; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Business Day ” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York generally are authorized or obligated by law, regulation or executive order to close.

“ Commission ” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act.

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“ Electing Holders ” means (i) the Holders (if such Holders then hold Registrable Securities) and (ii) the Holder or Holders (as applicable) of no less than a majority of the then outstanding Registrable Securities.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Freely Tradable ” means, with respect to any security, a security (a) that is eligible to be sold by the Holder thereof without any volume or manner of sale restrictions under the Securities Act pursuant to Rule 144, (b) which bears no legends restricting the transfer thereof and (c) bears an unrestricted CUSIP number (if held in global form).

“ Holder ” or “ Holders ” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“ Indemnified Party ” shall have the meaning set forth in Section 5(c).

“ Indemnifying Party ” shall have the meaning set forth in Section 5(c).

“ Losses ” shall have the meaning set forth in Section 5(a).

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or known to the Parent to be threatened.

“ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Registrable Securities ” means (i) the Parent Stock issuable or issued by Parent upon exchange of the Preferred Stock and (ii) any securities issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend, stock split, recapitalization or other distribution with respect to, or in exchange for, or in replacement of, the foregoing; provided , however , that the term “Registrable Securities” shall exclude in all cases any securities (i) sold or exchanged by a Person pursuant to an effective registration statement under the Act or in compliance with Rule 144 of the Act or (ii) that are Freely Tradable (it being understood that, for purposes of determining eligibility for resale under clause (ii) of this proviso, no securities held by any Holders shall be considered Freely Tradable to the extent such Holders reasonably determines that it is an “affiliate” (as defined under Rule 144) of the Parent).

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“ Registration Statement ” means a registration statement which is required to register the resale of the Registrable Securities, and including the Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 433 ” means Rule 433 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Trading Day ” means a day during which trading in the Common Stock generally occurs.

“ Trading Market ” means the principal national securities exchange on which the Common Stock is listed.

2. Piggyback Registration .

(a) In the event that Parent decides at any time to register any of the Parent’s securities either for the Parent’s own account or the account of a security holder or holders, other than a registration on Form S-8 relating solely to employee benefit plans, the offer and sale of debt securities, or a corporate reorganization or other transaction on Form S-4 (or any successor form), then the Parent will:

(i) promptly give to each Holder written notice thereof; and

(ii) use its best efforts to include in such registration (and any related qualification under blue sky securities laws or other compliance) and include in any underwriting involved therein all the Registrable Securities specified in a written request or requests made by any Holder and received by the Parent within 30 days after written notice is delivered by the Parent. Such request by a Holder may specify all or a part of such Holder’s Registrable Securities. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Parent, then such Holder shall nevertheless continue to have the right to include any of its Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Parent with respect to offerings of its securities, all upon the terms and conditions set forth herein.

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(b) If the registration for which the Parent gives notice is for a registered public offering involving an underwriting, then the Parent will so advise the Holders. In such event, any Holder’s right to registration pursuant to this Section 2 will be conditioned upon such Holder’s participation in such underwriting and each Holder participating shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting will (together with the Parent and the other holders of Parent securities with registration rights to participate therein) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Parent and reasonably acceptable to a majority in interest of the Holders’ Registrable Securities included in such underwriting.

(c) Notwithstanding any other provision of this Section 2, if the underwriters’ representative advises the Parent in writing that marketing factors require a limitation on the number of shares to be underwritten, then the underwriters’ representative may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in, the registration and underwriting, but in no event shall the amount of securities of the selling Holders included in the offering be reduced unless the securities of any other selling stockholders included in the offering are first excluded. The Parent will so advise all Holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting will, subject to the immediately preceding sentence, be allocated first to the Parent for securities being sold for the Parent’s own account and thereafter to the Holders. If any Person does not agree to the terms of any such underwriting, then such Person will be excluded from the underwriting by written notice from the Parent or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting will be withdrawn from such registration. To facilitate the allocation of shares in accordance with the foregoing provisions, the Parent or the underwriter(s) may round the number of shares allocated to any Holder to the nearest 100 shares.

(d) The piggyback registration rights granted under this Section 2 shall automatically terminate as of the date and time at which all of the Registrable Securities are Freely Tradable.

3. Registration Procedures . In connection with the Parent’s registration obligations hereunder, the Parent shall:

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(a) Not less than five Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Parent shall furnish to the Holders copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) will be subject to the review of such Holders. Except as required by law, the Parent shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Electing Holders shall reasonably object in good faith.

(b) Use commercially reasonable efforts to (i) prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond as promptly as reasonably possible, and in any event within ten Trading Days, to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as Selling Stockholders but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Parent or its subsidiaries.

(c) Comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(d) Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Parent whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Parent shall provide true and complete copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as a Selling Stockholder or to the Plan of Distribution, but not information which the Parent believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has been declared effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Holders as Selling Stockholders or the Plan of Distribution; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Parent of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(e) Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f) Furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those incorporated by reference) promptly after the filing of such documents with the Commission; provided , that the Parent shall have no obligation to provide any document pursuant to this clause that is available on the EDGAR system.

(g) Promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. The Parent hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(h) Prior to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of those jurisdictions within the United States as any Holder reasonably requests in writing to keep each such registration or qualification (or exemption therefrom) effective and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided , that the Parent shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or subject the Parent to any material tax in any such jurisdiction where it is not then so subject.

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(i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. In connection therewith, if required by the Parent’s transfer agent, the Parent shall promptly after the effectiveness of the Registration Statement cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without legend upon sale by the holder of such shares of Registrable Securities under the Registration Statement.

(j) As promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(k) In connection with filing any Registration Statement, the Parent may require each selling Holder to furnish to the Parent a certified statement as to the securities of the Parent (including shares of Common Stock and Preferred Stock) beneficially owned by such Holder and any Affiliate thereof.

(l) In the event the Holders seek to complete an underwritten offering, for a reasonable period prior to the filing of any Registration Statement and throughout the period during which Registrable Securities are sold thereunder, make available upon reasonable notice at the Parent’s principal place of business or such other reasonable place for inspection by the Holders (and the managing underwriter or underwriters selected in accordance with Section 3(m)), such financial and other information and books and records of the Parent, and cause the officers, employees, counsel and independent certified public accountants of the Parent to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege, in such counsel’s reasonable belief), in the judgment of legal counsel to the Holders (and legal counsel for such managing underwriter or underwriters), to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided , however , that the foregoing inspection and information gathering on behalf of the Holders (and any managing underwriter or underwriters) shall be conducted by legal counsel to the Holders (and legal counsel to such managing underwriter or underwriters); and provided further that each such party shall be required to maintain in confidence and not to disclose to any other Person any information or records reasonably designated by the Parent as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in the Registration Statement or in any other manner other than through the release of such information by any Person afforded access to such information pursuant hereto), or (B) such Person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such Person shall have given the Parent prompt prior written notice of such requirement).

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(m) The Holders may distribute the Registrable Securities by means of an underwritten offering; provided that (i) the Electing Holders provide written notice to the Parent of their intention to distribute Registrable Securities by means of an underwritten offering, (ii) the managing underwriter or underwriters thereof shall be designated by the Electing Holders ( provided , however , that such designated managing underwriter or underwriters shall be reasonably acceptable to the Parent), (iii) each Holder participating in such underwritten offering agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (iv) each Holder participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Parent hereby agrees with each Holder that, in connection with any underwritten offering in accordance with the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

4. Registration Expenses . All fees and expenses incident to the Parent’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions, but including all legal fees and expenses of one legal counsel to the Holders) shall be borne by the Parent whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Trading Market, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Parent, (v) Securities Act liability insurance, if the Parent so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Parent in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Parent shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.

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5. Indemnification .

(a) Indemnification by the Parent . The Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder and each underwriter, broker-dealer or selling agent, if any, which facilitates the disposition of Registrable Securities, the officers, directors, agents, partners, members, stockholders and employees of each of them, each Person who controls any such Holder, underwriter, broker-dealer or selling agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder, underwriter, broker-dealer or selling agent furnished in writing to the Parent by such Person expressly for use therein pursuant to Section 3(k). The Parent shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Parent is aware in connection with the transactions contemplated by this Agreement.

(b) Indemnification by Holders . Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Parent, its directors, officers, agents and employees, each Person who controls the Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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(c) Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party” ), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party” ) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

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(d) Contribution . If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.

6. Facilitation of Sales Pursuant to Rule 144 . To the extent it shall be required to do so under the Exchange Act, the Parent shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that holder’s sale pursuant to Rule 144, the Parent shall deliver to such Holder a written statement as to whether it has complied with such requirements.

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7. Market Stand-Off . Each Holder hereby agrees that, if requested in writing by the managing underwriter, it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to registration by the Parent for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act and ending on the date specified by the Parent and the managing underwriter (such period not to exceed 180 days) (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly)for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 7 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and stockholders individually owning more than five percent (5%) of the Parent’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 7 or that are necessary to give further effect thereto.

8. Miscellaneous

(a) Remedies . In the event of a breach by the Parent or by a Holder, of any of their obligations under this Agreement, each Holder or the Parent, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Parent and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c) Discontinued Disposition . Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Parent of the occurrence of any event of the kind described in Section 4(d), such Holder shall forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing by the Parent that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Parent may provide appropriate stop orders to enforce the provisions of this paragraph.

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(d) Amendments and Waivers . No provision of this Agreement may be waived or amended except in a written instrument signed by the Parent and the Electing Holders. The Parent shall provide prior notice to all Holders of any proposed waiver or amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

(e) Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address of the Parent or the Holders for such notices and communications shall be as set forth in the Purchase Agreement. With respect to any Holder not a party to the Purchase Agreement, the address for notice and communications shall be as set forth in the stock books and records of the Parent.

(f) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Parent may not assign its rights or obligations hereunder without the prior written consent of the Electing Holders.

(g) Execution and Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.

(h) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

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(i) Submission to Jurisdiction . The Parent and the Holders each irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Texas, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for the recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Texas State court or, to the fullest extent permitted by applicable law, in such federal court. 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.

(j) Waiver of Venue . The parties hereto each irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in Section 8(i) and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(k) Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(l) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(m) Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, between the parties, with respect to the subject matter hereof.

(n) Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

	Aly Centrifuge Inc.

	By:
		Munawar H. Hidayatallah
		Chairman and CEO

	Aly Energy Services, Inc.

	By:
		Munawar H. Hidayatallah
		Chairman and CEO

	1211296 Alberta, Inc.

	By:

	Canadian Nitrogen Services, Ltd.

	By:


		Myles Bowman


		Jorge Rivera

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Schedule I

Name and notice address of Holders

Canadian Nitrogen Services Ltd.	610B McCool Street Crossfield, Alberta Canada T0M 0S0 Attn: Tim Pirie

1211296 Alberta Inc.	3 East Lake Circle NE Airdrie Alberta Canada T4A 2J9 Attn: Ed Lantz

Jorge Rivera	Av. Javier Prado Este 5812, La Molina, Lima, Peru

Myles Bowman	2561 Stoneybrook Drive Prosper, TX, USA 75078

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Exhibit E

Supply Agreement

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THIS AGREEMENT Dated this______________day of______________20_____

BETWEEN:

	United Oilfield Inc.	OF THE FIRST PART
- and-

	Aly Energy Services, Inc.	OF THE SECOND PART

WHEREAS:

I.	United is in the business of designing, manufacturing, marketing and renting centrifuges and other solids control equipment (“the Equipment”) to the Global oil and gas industry;

NOW THEREFORE THIS AGREEMENT WITNESSETH that is consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree to follows:

1.	The term of this Agreement shall commence on April 4 th , 2014 and shall continue thereafter until April 4 th , 2018 (“the Term”) unless earlier terminated in accordance with this Agreement.

United hereby agrees not to sell, lease or market the Equipment into the USA oil and gas market. Bare-in mind centrifuges that have already been sold to competitors may end up in the USA; this United has no control over. United may sell centrifuges to Aly Energy competitors with assurances from competitors that the centrifuges will not be purchased for the USA market.

3.	Aly Energy will not directly do any business in the Canadian oil and gas market that competes with United.

For a period of April 4 th , 2014 to April 4 th , 2018 (4 years) after the effective date of this Agreement, United/Aly Energy will not directly or indirectly solicit business from, or attempt to sell, license or provide the same or similar products or services as are now provided to, any customer or client of Aly Energy/United. Further, for a period of April 4 th , 2014 to April 4 th , 2018 (4 years) after effective date of this Agreement, United/Aly Energy will not directly or indirectly solicit, induce or attempt to any employee of Aly Energy/United to terminate his or her employment with Aly Energy/United.

5.	The price of the Equipment to be purchased by Aly Energy from United during the Term of this Agreement shall be as follows:

a.	During the first twenty four (24) months of the Term commencing on the date of the Agreement, the purchase price of the Equipment shall be calculated in accordance with this formula set out in Schedule “A”, Price List attached.

b.	From and including the 25 th month through to the end of the 48 th month of the Agreement, the purchase price of the Equipment shall be calculated in accordance with this formula set out in Schedule “A”, Price List attached.

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In addition to the Formula Price, Aly Energy shall pay all customs duties, excise taxes and other duties, taxes or charges of a similar nature arising in relation to purchase of the Equipment (collectively referred to as “the Purchase Price”)

6.	The term for the payment of the Purchase Price shall be a follows:

a.	Upon placing an order to United for the Equipment, Aly Energy shall pay to United one half (1/2) of the Purchase Price; and

b.	Upon completion of the Equipment to Aly Energy, which shall be FOB Calgary, Aly Energy shall pay to United the balance of the Purchase Price, as defined in Schedule “B” attached.

7.	Aly Energy hereby agrees that upon execution of this Agreement, it shall present a plan to purchase further units of the Equipment.

8.	Title of the Equipment ordered by Aly Energy shall pass from United to Aly Energy upon delivery.

9.	United hereby agrees to promptly fill all orders for Equipment placed by Aly Energy and warrants that the Equipment shall be free from defects.

10.

Aly Energy agrees to immediately advise United upon becoming aware of any defects in the Equipment and United agrees that is shall repair or replace the same without cost to Aly Energy in accordance with United’s standard warranty program. Aly Energy may, but is not obliged to, utilize the repair and maintenance service offered by United for the purpose of repairing and/or maintaining the Equipment, whether such Equipment is under warranty or not, as defined in Schedule “C” attached.

11.	This Agreement shall be terminated upon the happening of any of the following events:

a.	either party being adjudged bankrupt

b.	if Aly Energy ceases or threatens to cease to carry on its business

c.	if Aly Energy suspends business;

d.	by the mutual agreement of the parties; or

e.	by either party giving the other party ninety (90) days written notice of its intention to terminate this Agreement.

12.	Aly Energy acknowledges and agrees that:

a.	all data, information and material of a confidential nature provided or disclosed to the Aly Energy by or on behalf of United.

all data, information and material of a confidential nature concerning the Equipment, including but not limited to systems, operations, processes, technology, trade practices, products, services, marketing or other strategic plans, suppliers or customers which is obtained by Aly Energy in the performance of it obligations under this Agreement; and

c.	any and all information or material provided to Aly Energy by or on behalf of United which is marked “CONFIDENTIAL”;

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and all copies thereof (hereinafter collectively call the “Confidential Information”) are confidential and constitute valuable and proprietary information and materials of United and shall be kept strictly confidential, both during and after the Term, and shall only be used for the purpose set out in this Agreement. In that regard, such Confidential Information may only be disclosed by Aly Energy to those of its officers, employees, agents or contractors who have a need to know such information for the purposes of this Agreement and Aly Energy shall take appropriate steps, whether by instruction, agreement or otherwise to ensure that such officers, employees, agents and contractors keep such information strictly confidential and otherwise comply with the provisions of this section. No Confidential Information shall be copied or provided or disclosed to any other party without the prior written consent of Aly Energy. Aly Energy acknowledges that is has no interest in the Confidential Information and shall surrender all Confidential Information in its possession or control (including all copies thereof) to United immediately upon termination or expiration of the Agreement or at any earlier time upon the request of United, and shall thereafter cease all use of the Confidential Information.

13.

United shall have no obligation to disclose to Aly Energy any particular data, information or material which is considered by United to be sensitive or confidential except to the extent that such data, information or material materially affects the requirement of Aly Energy for the purposes of this Agreement. All data, information or material which is provided to Aly Energy by United shall be and remain the sole property of United, and shall be returned to United immediately upon termination or expiration of this Agreement or at any earlier time upon United’s request.

14.

The parties agree that improper disclosure of use of the Confidential Information will cause irreparable harm to United, which harm may not be adequately compensated by damages. As a result, the parties agree that, in addition to all other remedies United may have and not in derogation thereof, United may seek and obtain from any court of competent jurisdiction injunctive relief in respect of any actual or threatened disclosure of use contrary to the provisions of this Agreement.

15.

Upon termination or expiration of this Agreement, Aly Energy shall forthwith return to United all Confidential Information in written form within its possession or control, together with all copies thereof or, at United’s written direction, destroy all such Confidential Information and provide United with certificate confirming such destruction.

16.	Notwithstanding the expiration or termination of this Agreement, the provisions of this Agreement which are expressly or impliedly intended to survive shall survive any such expiration or termination and shall remain in force for a period of two (2) years thereafter.

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17.

The term “force majeure” shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of the Queen’s enemies, wars, blockades, insurrections, riots epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrests and restraints of rulers and peoples, civil disturbances, explosions, inability with reasonable diligence to obtain materials and any other cause not within the control of the party claiming a suspension, which, by the exercise of due diligence, such party shall not have been able to avoid or overcome; provided however, the term “ force majeure” does not include a lack of financial resources or available funds or similar financial predicament or economic circumstances or any other event, the occurrence or existence of which is due the financial inability of a party to pay any amount that a prudent and financially sound entity in similar circumstances would reasonably be expected to pay to avoid or discontinue such event.

In the event that either party is rendered unable wholly, or in part, by force majeure to carry out its obligations under this Agreement, other than its obligations to make payments of money due hereunder, such party shall give written notice to the other party stating full particulars of such force majeure.

18.	The Schedules attached hereto shall form part of this Agreement and are incorporated herein by reference.

19.

Aly Energy shall not assign, transfer, pledge or hypothecate this Agreement or any interest herein without the prior written consent of United. Any such assignment, transfer, pledge or hypothecation consented to by United shall not operate to relieve Aly Energy from the performance of any and all of its obligations hereunder.

20.

Nothing in this Agreement, nor in any acts of United and Aly Energy pursuant to this Agreement, shall be construed, implied or deemed to create an agency, partnership, joint venture or employer and employee relationship between United and Aly Energy, and neither party has the authority to bind the other to any obligation of any kind.

21.

Any notice provided for or permitted to be given pursuant to this Agreement shall be in writing and shall, except in the event of an interruption in postal service during which time of all notices must be delivered or faxed, be sufficiently given if delivered or sent by prepaid registered mail addressed to the party for whom the same is intended to the office of record for such parties with Corporate Registries:

Any notice delivered shall be deemed to be received when left during normal business hours at the office set forth above, any notice sent by prepaid registered mail shall be deemed to have been received on the third normal delivery day following the posting thereof and any notice sent by fax shall be deemed to be received on the day after the transmitting fax machine confirms receipt of the fax. Either party shall be entitled to change its address or fax number for notice by notice in writing to the other. The word “notice” in this provision includes any request, statement, report, demand, order or other writing in this Agreement provided or permitted to be given by United to Aly Energy or by Aly Energy to United.

22.

The provisions of this Agreement constitute the entire agreement between the parties relating to the provision of Services and supersedes any prior agreements, letters of intent or understanding, whether written or oral, between the parties with respect to the matters contemplated herein. No terms, conditions, warranties, promises or undertakings of any nature whatsoever, express or implied, exist between the parties with respect to this Agreement except as herein set forth. This Agreement may be amended, changed or modified only by further written agreement between the parties.

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23.

If any term, condition or provision of this Agreement or the application thereof to any party or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the applications of such term, condition or provision to such party circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, condition or provision shall be separately valid and enforceable to the fullest extent permitted by law.

24.	Time shall be of the essence of this Agreement.

25.	Each of the parties to this Agreement shall at the request of the other party hereto, execute and deliver any further documents and do all acts and things as that party may reasonably require to carry out the full intent and meaning of this Agreement.

26.	This Agreement shall be governed by the laws in force in the Province of Alberta.

27.	Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter gender and words importing persons shall also mean firms, corporations and partnerships and vice versa.

28.	In the event of any disputed hereunder, the same shall be determined by arbitration in accordance with the provisions of the Arbitration Act (Alberta) and all amendments thereto.

29.	This Agreement shall enure to the benefit of and be binding upon the successors and permitted assigns of Aly Energy and the successors and assigns of United.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

	United Oilfield Inc.

	Per:


	Aly Energy Services, Inc.

	Per:

E-6

Schedule “A”

Purchase Price of the Equipment

Purchase price of Equipment (in US Dollars) for 48 months ending April 4 th , 2018

This MC formula is as follows:

Purchase price of Equipment (MC) for the first 24 months;

A = Cost of material X 1.175

B = Number of labor hours X 83.50 per hour

C = Miscellaneous (i.e. freight) cost X 1.07

MC = (A+B+C)

Purchase price of Equipment (MC) for the first 25 th – 48 th months;

A = Cost of material X 1.225

B = Number of labor hours X 88.50 per hour

C = Miscellaneous (i.e. freight) cost X 1.07

MC = (A+B+C)

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SCHEDULE “B”

Completion of Equipment – Definition

Completion of Equipment is defined as follows:

The completion date is estimated at 120 days from the date United Oilfield Inc. receives 50% for the order.

Final payment upon completion of order.

Once an order is place and purchase order received; if the order is cancelled Aly Energy will be responsible to pay the cost of material and mark-up. This material will be kept in inventory for Aly Energy to be completed at a later date; as requested.

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SCHEDULE “B”

Warranty - Definition

Conditions of Sale

WARRANTY : All statuary warranties are waived by Buyer and the following warranty is made instead. Products manufactured by United Oilfield Inc. are guaranteed against defects in workmanship and material for a period of one year after delivery. Products that are repaired or refurbished will be guaranteed against defects in workmanship and material for a period of six months after delivery. We will replace without charge, any such products that our examination discloses to be thus defective, provided return or reflection of such product is made within such period. Product failures due to misuse, wear, corrosion, corrosion fatigue, or stress corrosion cracking are specifically excluded from this warranty. We will not be responsible for the selection of material to resist wear, corrosion, corrosion fatigue, stress corrosion, cracking or other corrosion oriented failures. We shall in no event be responsible for (a) the cost of any work done by Buyer or any other party on products furnished hereunder (unless specifically authorized in each instance by us in writing); or (b) any consequential damages, or (c) any transportation or other costs in effecting the return of such products to us. We make no other warranty of any kind, express or implied, except that the products sold hereunder shall meet the description on the face hereof. WE DO NOT WARRANT THAT SAID PRODUCTS ARE FIT FOR ANY PARTICULAR PURPOSE.

Products manufactured by others and resold by us will be guaranteed by that manufacturer’s own warranty. Terms of that warranty are available on request.

LIMITATION OF SELLER’S LIABILITY: Seller’s liability on account of defective goods shall in no event exceed the replacement cost thereof, Seller shall in no event be liable to Purchaser for expenses incurred on or for loss, damage or injury (including death), direct or indirect, special or consequential, to persons or property, tangible or intangible (including loss of business) (a) occasioned by or growing out of the construction, maintenance, use, non-use, repair, replacement or delay in delivery of, or any defects in the goods, or (b) arising in connection with any method or process for which the goods may be employed.

CLAIMS FOR DEFECTS: All claims for alleged corrections and defects shall be made in writing and delivered to Seller within 10 days of discovery of any such defect within the applicable warranty period, or these rights are waived. Purchaser shall afford Seller prompt and reasonable opportunity to inspect goods as to which any claim is made as above stated. Seller reserves the right, in its sole discretion, to remedy in any manner any defect in the goods or to substitute other goods therefore.

CHANGE ORDER: No alterations or modifications shall be binding unless in writing and signed by United Oilfield Inc. in acceptance.

E-9

SCHEDULES TO

ASSET PURCHASE AGREEMENT,

STOCK PURCHASE AGREEMENT, AND MERGER AGREEMENT

THE DISCLOSURE OF ANY MATTER IN ANY SECTION OF THESE SCHEDULES (THE “DISCLOSURE SCHEDULES”), SHALL BE DEEMED TO BE A DISCLOSURE FOR PURPOSES OF ALL OTHER SECTIONS OF THE DISCLOSURE SCHEDULES SO DELIVERED TO THE EXTENT IT IS READILY APPARENT FROM THE FACE OF SUCH DISCLOSURE THAT SUCH MATTER IS PERTINENT, BUT SHALL EXPRESSLY NOT BE DEEMED TO CONSTITUTE AN ADMISSION BY SELLERS, OR TO OTHERWISE IMPLY, THAT ANY SUCH MATTER IS MATERIAL FOR THE PURPOSES OF THIS AGREEMENT OR OTHERWISE.

S-1

Schedule 1.01(a)

Closing Net Working Capital

The "certain other adjustments" defined in the Closing Net Working Capital calculation is represented by the "Long term debt, net of current portion" as disclosed on the audited financial statements for the year ended December 31, 2013.

Closing Net Working Capital was calculated as follows:

S-2

Schedule 1.01(b)

EBITDA

The adjustment to EBITDA for the "pro forma effect for (X) the assumed ownership of the Purchased Assets, (Y) the elimination of certain intercompany and related party transactions" is represented by the elimination of cost of sales incurred with the previous owners of the Purchased Assets for cost sharing purposes. Because these cost sharing amounts will not be incurred in the future, they are removed from the EBITDA calculation.

EBITDA was calculated as follows:

United Centrifuge USA, LLC Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) for the year ended December 31, 2013

	Audited financial statement information for the year ended December 31, 2013
Net earnings for the year		1,707,334

Add:
Interest expense		24,159
State taxes		3,037
Depreciation included in cost of sales		99,326

Preliminary Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)		1,833,856

Adjustments for pro forma effect for ownership of the Purchased Assets		3,793,145

Adjusted EBITDA		5,627,001

S-3

United Centrifuge USA, LLC

Cost sharing account balances included in Cost of Services of the audited financial statements for the year ended Dec 31, 2013	Cost of sales to eliminate in the EBITDA calculation
CENTRIFUGE COSTS:010 - Travel Expenses:10B - Airline Costs		114,865
CENTRIFUGE COSTS:010 - Travel Expenses:10C - Apartment		50,774
CENTRIFUGE COSTS:15 - Sub-Rentals:Extra Equipment:Mud Processing Tank		12,300
CENTRIFUGE COSTS:15 - Sub-Rentals:Extra Equipment:V-Bottom Tank		2,490
CENTRIFUGE COSTS:15 - Sub-Rentals:Extra Equipment:Extra VFD		2,160
CENTRIFUGE COSTS:15 - Sub-Rentals:Extra Equipment:Polymer Tank		139,020
CENTRIFUGE COSTS:15 - Sub-Rentals:Extra Equipment:Pump for Barite Recovery		134,559
CENTRIFUGE COSTS:15 - Sub-Rentals:Extra Equipment:Torpedo Tank, Pan & Parts		148,095
CENTRIFUGE COSTS:15 - Sub-Rentals:800 Sub-Rentals:U828-12 - Sub-Rental 60%		14,160
CENTRIFUGE COSTS:15 - Sub-Rentals:800 Sub-Rentals:U828-4 - Sub-Rental 60%		56,880
CENTRIFUGE COSTS:15 - Sub-Rentals:800 Sub-Rentals:U828-5 - Sub Rental 60%		70,800
CENTRIFUGE COSTS:15 - Sub-Rentals:800 Sub-Rentals:U828-8 - Sub Rental 60%		61,920
CENTRIFUGE COSTS:15 - Sub-Rentals:800 Sub-Rentals:U828-9 - Sub Rental 60%		46,320
CENTRIFUGE COSTS:15 - Sub-Rentals:800 Sub-Rentals:U828-13 - Sub Rental 60%		16,800
CENTRIFUGE COSTS:15 - Sub-Rentals:800 Sub-Rentals:U85-135 - Sub Rental 60%		32,760
CENTRIFUGE COSTS:15 - Sub-Rentals:1000 Centrifuges:UI-125 - 60% CNS		43,380
CENTRIFUGE COSTS:15 - Sub-Rentals:1000 Centrifuges:UI-126 - 60% CNS		720
CENTRIFUGE COSTS:15 - Sub-Rentals:1000 Centrifuges:UI-127 - 60% CNS		52,080
CENTRIFUGE COSTS:15 - Sub-Rentals:1000 Centrifuges:UI-128 - 60% CNS		52,080
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:PES:PES-01 - 60% PES		92,494
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:PES:U27-27 - 60% PES		88,140
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:1056528 Alberta Ltd.:TP-01 - 60% 1056528		2,100
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:1056528 Alberta Ltd.:TP-02 - 60% 1056528		52,816
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:1056528 Alberta Ltd.:TP-03 - 60% 1056528		92,378
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:1056528 Alberta Ltd.:U27-20 - 60% 1056528		90,690
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-03 - 60% CNS		153,600
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-04 - 60% CNS		74,340
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-05 - 60% CNS		129,330
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-07 - 60% CNS		104,760
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-08 - 60% CNS		60,270
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-09 - 60% CNS		112,680
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-11 - 60% CNS		70,740
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-12 - 60% CNS		72,402
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-13 - 60% CNS		121,470
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-14 - 60% CNS		143,940
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-17 - 60% CNS		132,210
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-18 - 60% CNS		88,151
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-20 - 60% CNS		38,520
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-22 - 60% CNS		109,080
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-23 - 60% CNS		24,360

S-4

CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UI-24 - 60% CNS			122,640
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UIP-216 - 60% CNS			95,820
CENTRIFUGE COSTS:15 - Sub-Rentals:2000 Centrifuges:UIP-221 - 60% CNS			107,940
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT30-08			2,400
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT20-01			4,425
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT20-02			215
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT20-03			10,880
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT30-01			3,375
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT30-02			3,780
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT30-03			2,550
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT30-04			2,025
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT30-05			9,855
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT30-06			14,925
CENTRIFUGE COSTS:15 - Sub-Rentals:Dryer Tanks:DT30-07			4,700
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-32			6,000
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-31			6,000
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-02			3,480
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-03			3,030
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-04			7,140
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-05			4,320
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-06			4,320
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-07			4,320
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-09			3,780
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-10			7,388
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-11			11,168
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-12			8,900
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-13			8,900
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-14			32,250
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-15			32,250
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-16			17,450
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-17			25,230
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-18			720
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-21			13,025
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-22			13,025
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-23			13,025
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-24			17,625
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-25			17,625
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-26			17,625
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-27			11,750
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-28			13,850
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-29			9,650
CENTRIFUGE COSTS:15 - Sub-Rentals:Shaker Units:USD-30			675
CENTRIFUGE COSTS:15 - Sub-Rentals:LHF Sub-Rentals:LHF-101			72,390
CENTRIFUGE COSTS:15 - Sub-Rentals:LHF Sub-Rentals:LHF-102			34,080
CENTRIFUGE COSTS:15 - Sub-Rentals:LHF Sub-Rentals:LHF-103			85,320
CENTRIFUGE COSTS:15 - Sub-Rentals:LHF Sub-Rentals:LHF-105			33,600
INTER-COMPANY COSTS:Canadian Nitrogen USA Inc.:Admin			123,679
INTER-COMPANY COSTS:Canadian Nitrogen Service CDN:Admin			197,170
INTER-COMPANY COSTS:Canadian Nitrogen Service CDN:Personnel			4,500
INTER-COMPANY COSTS:Canadian Nitrogen Service CDN:Travel / Accommodation			393
Accumulated audit adjustments affecting the above accounts in total			-364,672
			3,793,145

S-5

Schedule 2.01(a)

UOI Purchased Assets

Serial #	Description

CENTRIFUGES
LHF-101	MS1000 Centrifuge
LHF-102	MS1000 Centrifuge
LHF-103	MS1000 Centrifuge
LHF-105	MS1000 Centrifuge
U85-135	MS1000 Centrifuge
U85-136	MS1000 Centrifuge
U828-4	SS800 Centrifuge
U828-5	SS800 Centrifuge
U828-8	SS800 Centrifuge
U828-9	SS800 Centrifuge
U828-12	SS800 Centrifuge
U828-13	SS800 Centrifuge

TRANSFER PUMPING UNITS
VU20-101	20 HP Pumping Unit
VU20-102	20 HP Pumping Unit
VU20-103	20 HP Pumping Unit
VU20-104	20 HP Pumping Unit
VU20-105	20 HP Pumping Unit
VU20-106	20 HP Pumping Unit
VU20-107	20 HP Pumping Unit
VU20-108	20 HP Pumping Unit
VU20-109	20 HP Pumping Unit
VU20-110	20 HP Pumping Unit
BD-UC-14	60 HP VFD
FPU-229	40 HP Pumping Unit with Starter
FPU-2205	40 HP Pumping Unit with Starter
VU40-101	40 HP Pumping Unit
VU60-101	60 HP Pumping Unit

S-6

TORPEDO TANKS
UTT-01	Torpedo Tanks
UTT-02	Torpedo Tanks
UTT-03	Torpedo Tanks
UTT-04	Torpedo Tanks
UTT-05	Torpedo Tanks
UTT-06	Torpedo Tanks
UTT-07	Torpedo Tanks
UTT-08	Torpedo Tanks
UTT-09	Torpedo Tanks
UTT-10	Torpedo Tanks
UTT-11	Torpedo Tanks
UTT-12	Torpedo Tanks
UTT-13	Torpedo Tanks
UTT-14	Torpedo Tanks
UTT-15	Torpedo Tanks

BARITE PANS
UBP-01	800 Barite Pan
UBP-02	800 Barite Pan
UBP-03	1000 Barite Pan
UBP-04	1000 Barite Pan
UBP-05	2000 Barite Pan
UBP-06	2000 Barite Pan
UBP-07	2000 Barite Pan
UBP-08	2000 Barite Pan
UBP-09	2000 Barite Pan
UBP-10	1000 Barite Pan
UBP-11	1000 Barite Pan

S-7

POLYMER INJECTION TANKS
PT06-B	Polymer Injection Tank
PT11-Z	Polymer Injection Tank
PT-13	Polymer Injection Tank
UPT-17	Polymer Injection Tank
UPT-19	Polymer Injection Tank
UPT-22	Polymer Injection Tank
UPT-24	Polymer Injection Tank
UPT-25	Polymer Injection Tank
UPT-26	Polymer Injection Tank

PROCESSING TANKS
UCT-02	Processing Tank
CST-1008/PU-1005	Processing Tank

S-8

Schedule 2.01(b)

CNS Purchased Assets

Serial #	Description

CENTRIFUGES
UI-125	SS 1000 Centrifuges
UI-126	SS 1000 Centrifuges
UI-127	SS 1000 Centrifuges
UI-128	SS 1000 Centrifuges

PES-01	SS 2000 Centrifuges
TP-01	SS 2000 Centrifuges
TP-02	SS 2000 Centrifuges
TP-03	SS 2000 Centrifuges
U27-20	SS 2000 Centrifuges
U27-27	SS 2000 Centrifuges
UI-03	SS 2000 Centrifuges
UI-04	SS 2000 Centrifuges
UI-05	SS 2000 Centrifuges
UI-07	SS 2000 Centrifuges
UI-08	SS 2000 Centrifuges
UI-09	SS 2000 Centrifuges
UI-11	SS 2000 Centrifuges
UI-12	SS 2000 Centrifuges
UI-13	SS 2000 Centrifuges
UI-14	SS 2000 Centrifuges
UI-17	SS 2000 Centrifuges
UI-18	SS 2000 Centrifuges
UI-20	SS 2000 Centrifuges
UI-22	SS 2000 Centrifuges
UI-23	SS 2000 Centrifuges
UI-24	SS 2000 Centrifuges
UIP-216	SS 2000 Centrifuges
UIP-221	SS 2000 Centrifuges

S-9

Schedule 4.03

Capitalization

Equity Holders and Equity Interests Outstanding of United and Blocker Corps.

United

There are currently 85,000 issued and outstanding units of United, held by the following Persons:

Person	Units		Ownership Interest
United Centrifuge, Inc.		30,000		35.295	%
Canadian Nitrogen Services USA, Inc.		30,000		35.295	%
Jorge Rivera		15,000		17.650	%
Myles Bowman		10,000		11.760	%
TOTAL		85,000		100.000	%

United Centrifuge, Inc. ("UCI")

There are currently 100 issued and outstanding shares of UCI, held by the following Person:

Person	Units		Ownership Interest
1211296 Alberta, Inc.		100		100	%
TOTAL		100		100	%

Canadian Nitrogen Services USA, Inc. ("CNS USA")

There are currently 1,000 issued and outstanding shares of CNS USA held by the following Person:

Person	Units		Ownership Interest
Canadian Nitrogen Services, Ltd.		1,000		100	%
TOTAL		1,000		100	%

S-10

Schedule 4.04

Blocker Corps' Assets or Liabilities

United Centrifuge, Inc. ("UCI") has or had the following assets and liabilities, all of which, excepting the United stock, have been removed from the Corporation:

Assets

1.	30,000 Units of United Common Stock.

2.	Two vehicles (VIN 3GCPKSE35BG215167 and VIN 1GNSKJE70CR189335).

3.	Checking account with Amegy Bank.

4.	United States work visas.

Liabilities

1.	Two vehicle leases with Ally Bank.

2.	State Farm Contract.

Canadian Nitrogen Services USA, Inc. has or had the following assets and liabilities, all of which, excepting the United stock, have been removed from the Corporation:

Assets

1.	30,000 Units of United Common Stock.

2.	WellsFargo Bank Account.

3.	RBC Bank Account.

4.	Sterling Plaza Office Lease.

5.	Three service trucks (VIN 1FT7X2B65EEA983586, VIN 1FT7X2B68EEA20451 and VIN 1FT7X2B6XEFA83213).

6.	CAT Financial Account.

Liabilities

1.	Three vehicle leases with New Concept.

2.	Sterling Plaza Office Lease.

3.	Verizon Wireless contract.

4.	Master Service Agreement with Greens Energy.

5.	Master Service Agreement with Halliburton Energy Services.

6.	Veriforce Contract

7.	BKI Risk Management Contract.

8.	Berkley Insurance Contract.

9.	Hill International Trucks Contract.

10.	ISN Software Corporation Contract.

S-11

Schedule 4.07

Consents, waivers and approvals obtained by Sellers

None.

S-12

Schedule 4.08(a)

None.

S-13

Schedule 4.08(b)

Licenses

United is conducting business in the following states:

Pennsylvania

Texas

West Virginia

Ohio

North Dakota

Oklahoma

United is authorized and licensed to do business in the following states:

Pennsylvania

Texas

West Virginia

Ohio

United has registered to do business in the following states, as a foreign limited liability company, but is still waiting for its filed certificate from the following states:

North Dakota (sent on March 26, 2014)

Oklahoma (sent on March 26, 2014)

S-14

Schedule 4.09

Financial Information; Books and Records

None.

S-15

Schedule 4.10

Liabilities

1.	Master Finance Lease Agreement, by and between New Concept Leasing, Inc., which incorporates and includes Lease H-15624, Lease H-15625, Lease H-15626, Lease H-15627, Lease H-15628, Lease H-15629, Lease H-15630, Lease H-15631, Lease H-15632, dated November 22, 2013, and concerns nine (9) vehicles.

2.	Lease Agreement, by and between United and LEAF Capital Funding, LLC, dated January 20, 2014, concerning office equipment.

3.	Promissory Note (Term Loan Facility) made by United in favor of GreenBank, N.A., dated August 6, 2013.

4.	Invesco Stable Asset Trust Omnibus Participation Agreement and Schedules, by and between United, State Street Bank & Trust Co., Invesco National Trust Company, and ADP, Inc., dated December 6, 2013.

5.	Residential Lease, by and between United and Rachel L. Olson, dated January 12, 2014, concerning real property in Bentleyville, PA.

6.	Bunkhouse Lot Rental Agreement, by and between United and Ben Hungartner, dated November 1, 2013, concerning real property in Elk City, OK.

7.	Basic Lease Agreement, by and between United and Hoppe's Construction, LLC, dated February 14, 2014, concerning real property in Merritt, OK.

8.	Apartment Lease Contract, by and between United and Providence Place, dated July 2, 2013, concerning real property in Oklahoma City, OK.

9.	Certain and ongoing accounts payable owed to United Oilfield, Inc., incurred in the ordinary course of business, which as of April 4, 2014 amounted to $679,439.85.

10.	Certain and ongoing accounts payable owed to Canadian Nitrogen Services, Ltd., incurred in the ordinary course of business, which as of April 4, 2014 amounted to $506,681.14.

11.	All other Liabilities disclosed on the balance sheet of United, if any.

See Material Contracts listed in Schedule 4.18, which are incorporated herein.

S-16

Schedule 4.11

Receivables

S-17

Schedule 4.13

Indebtedness

1.	Master Finance Lease Agreement, by and between New Concept Leasing, Inc., which incorporates and includes Lease H-15624, Lease H-15625, Lease H-15626, Lease H-15627, Lease H-15628, Lease H-15629, Lease H-15630, Lease H-15631, Lease H-15632, dated November 22, 2013, and concerns nine (9) vehicles.

2.	Lease Agreement, by and between United and LEAF Capital Funding, LLC, dated January 20, 2014, concerning office equipment.

3.	Promissory Note (Term Loan Facility) made by United in favor of GreenBank, N.A., dated August 6, 2013.

4.	Invesco Stable Asset Trust Omnibus Participation Agreement and Schedules, by and between United, State Street Bank & Trust Co., Invesco National Trust Company, and ADP, Inc., dated December 6, 2013.

5.	Residential Lease, by and between United and Rachel L. Olson, dated January 12, 2014, concerning real property in Bentleyville, PA.

6.	Bunkhouse Lot Rental Agreement, by and between United and Ben Hungartner, dated November 1, 2013, concerning real property in Elk City, OK.

7.	Basic Lease Agreement, by and between United and Hoppe's Construction, LLC, dated February 14, 2014, concerning real property in Merritt, OK.

8.	Apartment Lease Contract, by and between United and Providence Place, dated July 2, 2013, concerning real property in Oklahoma City, OK.

9.	Certain and ongoing accounts payable owed to United Oilfield, Inc., incurred in the ordinary course of business, which as of April 4, 2014 amounted to $679,439.85.

10.	Certain and ongoing accounts payable owed to Canadian Nitrogen Services, Ltd., incurred in the ordinary course of business, which as of April 4, 2014 amounted to $506,681.14.

11.	All other Indebtedness disclosed on the balance sheet of United, if any.

See Material Contracts listed in Schedule 4.18, which are incorporated herein.

S-18

Schedule 4.14

Conduct in the Ordinary Course; Absence of Certain Changes

1.	United made changes in its method of accounting or accounting practice or policy at the direction of Purchaser's auditor, UHY International.

S-19

Schedule 4.17(a)

Environmental Matters

None.

S-20

Schedule 4.17(b)

Environmental Permits

None.

S-21

Schedule 4.17(e)

Hazardous Materials

None.

S-22

Schedule 4.17(f)

Environmental Reports

None.

S-23

Schedule 4.18

Material Contracts

1.	Master Finance Lease Agreement, by and between New Concept Leasing, Inc., which incorporates and includes Lease H-15624, Lease H-15625, Lease H-15626, Lease H-15627, Lease H-15628, Lease H-15629, Lease H-15630, Lease H-15631, Lease H-15632, dated November 22, 2013, and concerns nine (9) vehicles.

2.	Residential Lease, by and between United and Rachel L. Olson, dated January 12, 2014, concerning real property in Bentleyville, PA.

3.	Bunkhouse Lot Rental Agreement, by and between United and Ben Hungartner, dated November 1, 2013, concerning real property in Elk City, OK.

4.	Basic Lease Agreement, by and between United and Hoppe's Construction, LLC, dated February 14, 2014, concerning real property in Merritt, OK.

5.	Apartment Lease Contract, by and between United and Providence Place, dated July 2, 2013, concerning real property in Oklahoma City, OK.

6.	Independent Contractor Master Services Agreement, by and between ARP Oklahoma, LLC and United, dated August 5, 2013.

7.	Master Service Contract, by and between Cabot Oil & Gas Corporation and United, dated December 5, 2012.

8.	Master Service Agreement, by and between Chesapeake Operating, Inc. and United, dated December 3, 2012.

9.	Master Service Agreement, by and between Chief Oil & Gas, LLC and United, dated June 4, 2012.

10.	Master Service Contract, by and between Continental Resources, Inc. and United, dated December 27, 2013.

11.	Master Service and Supply Agreement, by and between Devon Energy Production Company, LP, et al. and United, dated January 3, 2013.

12.	Master Service Agreement, by and between EdgeMarc Energy Holdings, LLC and United, dated June 11, 2013.

13.	Master Service and Supply Agreement, by and between EXCO Resources (PA), LLC and United, dated February 10, 2012.

14.	Master Service Agreement, by and between Gulfport Energy Corporation and United, dated October 28, 2013.

15.	Master Service Contract, by and between Mountaineer Keystone, LLC and United, dated August 23, 2013.

S-24

16.	Master Service Agreement, by and between PDC Mountaineer, LLC and United, dated August 21, 2013.

17.	Master Service Agreement, by and between Range Resources – Appalachia, LLC and United, dated March 1, 2013.

18.	Commercial Oilfield Services Agreement, by and between Southwestern Energy Production Company and United, dated October 1, 2013.

19.	Lease Agreement, by and between United and LEAF Capital Funding, LLC, dated February 7, 2014, concerning office equipment.

20	Commercial Lease, by and between United and JSC Holdings, LLC, dated August 1, 2013, concerning real property in Celina, TX.

21.	Promissory Note (Term Loan Facility) made by United in favor of GreenBank, N.A., dated August 6, 2013.

22.	Commercial Account Authorization and Agreement, by and between United and Wells Fargo Bank West, NA, dated April 24, 2013.

23.

Adoption Agreement, ADP Compensation and Fee Disclosure Statement, Agent of Record Letter, ADP Investment Fund Expense and Compensation Disclosure, IPS Direct Investment Option Agreement, ADP Prototype 401(k) Plan Application, and Connectivity and Service Agreement, all executed by and between United and (or in favor of) ADP, Inc. and dated December 5, 2013 or December 6, 2013, concerning Prototype 401(k) and Profit Sharing Plan.

24.	Guide Choice Investment Advisory Services Agreement, by and between United and Guide Choice Asset Management, Inc., dated December 6, 2013.

25.	Invesco Stable Asset Trust Omnibus Participation Agreement and Schedules, by and between United, State Street Bank & Trust Co., Invesco National Trust Company, and ADP, Inc., dated December 6, 2013.

26.	Trust Agreement and Form of Joinder Agreement, both by and between United and State Street Bank & Trust Co., and dated December 6, 2013.

27.	Certain and ongoing accounts payable owed to United Oilfield, Inc., incurred in the ordinary course of business, which as of April 4, 2014 amounted to $679,439.85.

28.	Certain and ongoing accounts payable owed to Canadian Nitrogen Services, Ltd., incurred in the ordinary course of business, which as of April 4, 2014 amounted to $506,681.14.

29.	Subscription to Blue Cross Blue Shield of Texas health insurance for employees.

30.	Verbal lease for equipment storage with 5J Trucking

S-25

Schedule 4.19

Intellectual Property

None.

S-26

Schedule 4.20

Real Property

1.	Residential Lease, by and between United and Rachel L. Olson, dated January 20, 2014, concerning real property in Bentleyville, PA.

2.	Basic Lease Agreement, by and between United and Hoppe's Construction, LLC, dated February 14, 2014, concerning real property in Merritt, OK.

3.	Bunkhouse Lot Rental Agreement, by and between United and Ben Hungartner, dated November 1, 2013, concerning real property in Elk City, OK.

4.	Apartment Lease Contract, by and between United and Providence Place, dated July 2, 2013, concerning real property in Oklahoma City, OK.

5	Commercial Lease, by and between United and JSC Holdings, LLC, dated August 1, 2013, concerning real property in Celina, TX.

6.	Verbal lease for equipment storage with 5J Trucking.

S-27

Schedule 4.21(a)

Tangible Personal Property

Items	Qty		Unit Price		Total

Operational Tools, Materials & Equipment
50 mil Retort Machines		3	$	2,100.00	$	6,300.00
Rig Tool Sets		9	$	1,250.00	$	11,250.00
Truck Tool Sets		6	$	1,000.00	$	6,000.00
Assortment of Rig Materials		20	$	6,500.00	$	130,000.00
Assortment of OKC Yard Materials		1	$	20,000.00	$	20,000.00
OKC Storage Container		1	$	2,000.00	$	2,000.00
Assortment of NE PA Yard/Storage Spare Parts / Materials		1	$	55,000.00	$	55,000.00
NE PA Storage Container		1	$	2,500.00	$	2,500.00
Assortment of SW PA Yard Materials		1	$	5,000.00	$	5,000.00
PJ Trailer		1	$	4,000.00	$	4,000.00

Office Equipment
Dell E5439 Laptops		11	$	772.00	$	8,492.00
Dell Laptops		3	$	500.00	$	1,500.00
Toshiba Laptops		3	$	500.00	$	1,500.00
Dell E6540 Laptop		1	$	1,329.00	$	1,329.00
Dell Monitors		4	$	300.00	$	1,200.00
Samsung Monitors		4	$	62.50	$	250.00
Dell docking stations		3	$	200.00	$	600.00
Panasonic Projector		1	$	836.00	$	836.00
HP deskjet printer/scanner		20	$	40.00	$	800.00
File Server		1	$	1,500.00	$	1,500.00
Digital Scale		1	$	150.00	$	150.00
Office Supplies		1	$	500.00	$	500.00
Polycom Phone		1	$	225.00	$	225.00

Wireless Handsets
Samsung Galaxy S III 16GB		3	$	100.00	$	300.00
Apple 5c		4	$	100.00	$	400.00
Apple iPhone 5		2	$	200.00	$	400.00
Apple iPhone 4		4	$	200.00	$	800.00
Hotspots		3	$	100.00	$	300.00

S-28

Celina Office Furniture
Desk	4	$	625.00	$	2,500.00
Credenza	1	$	625.00	$	625.00
Bookshelf	1	$	75.00	$	75.00
Deskchairs	3	$	100.00	$	300.00
Side chair	1	$	100.00	$	100.00
Storage cabinet	1	$	100.00	$	100.00
Filing cabinet	2	$	150.00	$	300.00
Shelf system	1	$	60.00	$	60.00

Celina Apartment
Misc Dishes	1	$	500.00	$	500.00
Dining table w chairs	1	$	500.00	$	500.00
Twin Beds	2	$	450.00	$	900.00
Lamps	4	$	50.00	$	200.00
Side tables	2	$	50.00	$	100.00
Buffet table	1	$	100.00	$	100.00
Flat Screen Tv	1	$	100.00	$	100.00

SW PA Rental House
Bedding	2	$	100.00	$	200.00
Queen beds	2	$	450.00	$	900.00
Towels	1	$	100.00	$	100.00
Flat screen TV	1	$	300.00	$	300.00
Wireless router	1	$	50.00	$	50.00

NE PA Apartments
PA Apartment Washing Machine	1	$	500.00	$	500.00
PA Apartment Dryer	1	$	500.00	$	500.00
Bedding	4	$	100.00	$	400.00
Towels	1	$	100.00	$	100.00
Wireless router	1	$	50.00	$	50.00

OKC Apartment
Wireless router	1	$	50.00	$	50.00

				$	272,742.00

S-29

Schedule 4.21(b)

Leases and subleases for Tangible Personal Property

1.	Lease Agreement, by and between United and LEAF Capital Funding, LLC, dated February 7, 2014, concerning office equipment.

2.	Master Finance Lease Agreement, by and between New Concept Leasing, Inc., which incorporates and includes Lease H-15624, Lease H-15625, Lease H-15626, Lease H-15627, Lease H-15628, Lease H-15629, Lease H-15630, Lease H-15631, Lease H-15632, dated November 22, 2013, and concerns nine (9) vehicles.

S-30

Schedule 4.23

Customers

S-31

Schedule 4.24

Section 10.10 Suppliers

S-32

Schedule 4.25

Employee Benefit Matters

1.	Automatic Data Processing Prototype 401(k) and Profit Sharing Plan.

See the Material Contracts relating to this plan listed in Schedule 4.18, which are incorporated herein.

S-33

Schedule 4.27

Employees

S-34

S-35

Schedule 4.28

Certain Interests

Tim Pirie owns an interest in Canadian Nitrogen Services, Ltd., which supplies equipment used in the Business.

Ed Lantz owns United Oilfield, Inc., which supplies equipment used in the Business.

S-36

Schedule 4.29(a)

Taxes

None.

S-37

Schedule 4.29(b)

Jurisdictions

United

In 2012, the states in which United operated and filed corporate income tax returns for the year ended 2012 include the following: Ohio, Oklahoma, Pennsylvania, and Texas.

In 2013, the states in which United operated in and will file corporate income tax returns for the year ended 2013 include the following: Ohio, Oklahoma, Pennsylvania, Texas, West Virginia, and North Dakota.

S-38

Schedule 4.30

Insurance

1.	Commercial Auto Coverage – Insurer: Berkley Regional Insurance Company; Policy No. ECA 3114227-10; Insured: United Centrifuge USA, LLC; Policy Period 12/21/2013 to 11/11/2014; Premium $36,627.00.

2.	General Liability Coverage – Insurer: Berkley National Insurance Co.; Policy No. EGL000706010; Insured: United Centrifuge USA, LLC; Policy Period 11/11/2013 to 11/11/2014; Premium $65,316.00.

3.	Umbrella Liability Coverage - Insurer: Berkley National Insurance Co.; Policy No. EUL000706110; Insured: United Centrifuge USA, LLC; Policy Period 11/11/2013 to 11/11/2014; Premium $81,221.00.

4.	Workers Compensation and Employers' Liability Coverage; Insurer: Tri State Insurance Co. of Minnesota; Policy No. EWC311423610; Insured: United Centrifuge USA, LLC; Policy Period 11/11/2013 to 11/11/2014; Premium $167,967.00.

5.	Commercial Inland Marine Coverage - Insurer: Berkley National Insurance Co.; Policy No. EIM3114320-10; Insured: United Centrifuge USA, LLC; Policy Period 11/11/2013 to 11/11/2014; Premium $9,550.00.

Applicable limits for policies Nos. 1-4 are as follows:

S-39

Applicable limits for policy No. 5 are as follows:

S-40

Schedule 5.03

Capitalization Changes subsequent to 12/31/13 10-K

In January 2014, Aly Energy Services agreed that the shares of preferred stock issued by its subsidiary Aly Operating Co. would be eligible for potential exchange into shares of Aly Energy Services common stock (previously they were convertible into shares of Aly Operating Co. common stock), and has reserved shares of common stock for potential issuance upon such exchange. The preferred stock had a liquidation value of approximately $4.036 million at 12/31/13; conversion price is currently not known and depends upon the price at which a public equity offering is ultimately consummated.

2.	Aly Energy Services is in the process of issuing approximately 12,400,000 shares of common stock to foreign investors at the price of $.55 per share.

S-41

Delaware		033-92894		75-2440201
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3.1		Amendment to Certificate of Incorporation

4.1		Amended and Restated Credit Agreement, by and Aly Energy Services, Inc., a Delaware corporation (the “Company”), the Lenders defined in the Credit Agreement and Wells Fargo Bank, National Association as Administrative Agent for the Lenders, as Issuing Lender and as Swing Line Lender

10.1		Asset Purchase, Stock Purchase and Merger Agreement, by and among Aly Energy Services, Inc., Aly Centrifuge, Inc. United Centrifuge USA, LLC, United Oilfield, Inc., Canadian Nitrogen Services Ltd. and various affiliates of United Centrifuge USA, LLC

99.1		Press release dated April 16, 2014

ARTICLE 4 REPRESENTATIONS AND WARRANTIES		79

Section 4.1	Organization	79

Section 4.2	Authorization	79

Section 4.3	Enforceability	79

Section 4.4	Financial Condition	80

Section 4.5	Ownership and Liens; Real Property	80

Section 4.6	True and Complete Disclosure	81

Section 4.7	Litigation	81

Section 4.8	Compliance with Agreements	81

Section 4.9	Pension Plans	82

Section 4.10	Environmental Condition	82

Section 4.11	Subsidiaries	83

Section 4.12	Investment Company Act	83

Section 4.13	Taxes	83

Section 4.14	Permits, Licenses, etc	83

Section 4.15	Use of Proceeds	83

Section 4.16	Condition of Property; Casualties	84

Section 4.17	Insurance	84

Section 4.18	Security Interest	84

Section 4.19	OFAC; Anti-Terrorism	84

Section 4.20	Solvency	84

Section 4.21	Material Agreements	84


Section 6.5	Agreements Restricting Liens	97

Section 6.6	Use of Proceeds; Use of Letters of Credit	97

Section 6.7	Corporate Actions; Accounting Changes	97

Section 6.8	Sale of Assets	98

Section 6.9	Restricted Payments	98

Section 6.10	Affiliate Transactions	98

Section 6.11	Line of Business	98

Section 6.12	Hazardous Materials	98

Section 6.13	Compliance with ERISA	99

Section 6.14	Sale and Leaseback Transactions	99

Section 6.15	Limitation on Hedging	99

Section 6.16	Leverage Ratio	99

Section 6.17	Fixed Charge Coverage Ratio	100

Section 6.18	Capital Expenditures	100

Section 6.19	[Reserved]	100

Section 6.20	Landlord Agreements	100

Section 6.21	[Reserved]	100

Section 6.22	Operating Leases	100

Section 6.23	Prepayment of Certain Debt and Other Obligations	100

Section 6.24	Material Agreements	100

ARTICLE 7 DEFAULT AND REMEDIES		101

Section 7.1	Events of Default	101

Section 7.2	Optional Acceleration of Maturity	101

Section 7.3	Automatic Acceleration of Maturity	103

Section 7.4	Set-off	103

Section 7.5	Remedies Cumulative, No Waiver	104

Section 7.6	Application of Payments	104

ARTICLE 8 THE ADMINISTRATIVE AGENT AND ISSUING LENDER		106

Section 8.1	Appointment and Authority	106

Section 8.2	Rights as a Lender	106

Section 8.3	Exculpatory Provisions	106

Section 8.4	Reliance by Administrative Agent, Swing Line Lender and Issuing Lender	107

Section 8.5	Delegation of Duties	108

Section 8.6	Resignation of Administrative Agent or Issuing Lender	108

Section 8.7	Non-Reliance on Administrative Agent and Other Lenders	109

Section 8.8	No Other Duties, etc	109

Section 8.9	Indemnification	109

Section 8.10	Administrative Agent May File Proofs of Claim	110

Section 8.11	Collateral and Guaranty Matters	111

	Aly Energy Services, Inc.

Dated: April 16, 2014	By:	/s/ Munawar H. Hidayatallah
		Name: Munawar H. Hidayatallah
		Title: Chairman and CEO

	By:	/s/ Alya Hidayatallah
		Alya Hidayatallah Chief Financial Officer

		Page
ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS		9

Section 1.1	Certain Defined Terms	9

Section 1.2	Computation of Time Periods	43

Section 1.3	Accounting Terms; Changes in GAAP	44

Section 1.4	Classes and Types of Advances	44

Section 1.5	Miscellaneous	44

ARTICLE 2 CREDIT FACILITIES		45

Section 2.1	Revolving and Term Commitments	45

Section 2.2	Letters of Credit	47

Section 2.3	Advances	53

Section 2.4	Prepayments	58

Section 2.5	Repayment	60

Section 2.6	Fees	60

Section 2.7	Interest	61

Section 2.8	Illegality	62

Section 2.9	Breakage Costs	63

Section 2.10	Increased Costs	63

Section 2.11	Payments and Computations	65

Section 2.12	Taxes	66

Section 2.13	Mitigation Obligations; Replacement of Lenders	69

Section 2.14	Defaulting Lender	71

ARTICLE 3 CONDITIONS OF LENDING		74

Section 3.1	Conditions Precedent to Initial Borrowings and the Initial Letter of Credit	74

Section 3.2	Conditions Precedent to Each Borrowing and to Each Issuance, Extension or Renewal of a Letter of Credit	77

Section 3.3	Conditions Precedent to Effectiveness of Revolving Facility	78

Section 3.4	Determinations Under Sections 3.1, 3.2, and 3.3	78

ARTICLE 5 AFFIRMATIVE COVENANTS		85

Section 5.1	Organization	85

Section 5.2	Reporting	85

Section 5.3	Insurance	89

Section 5.4	Compliance with Laws	90

Section 5.5	Taxes	90

Section 5.6	New Subsidiaries	90

Section 5.7	Security	90

Section 5.8	Deposit Accounts	91

Section 5.9	Records; Inspection	91

Section 5.10	Maintenance and Operation of Property	91

Section 5.11	Certificates of Title	91

Section 5.12	Appraisal Reports; Field Audits	91

Section 5.13	Material Contracts	92

Section 5.14	Further Assurances; Cure of Title Defects	92

Section 5.15	Post-Closing	92

ARTICLE 6 NEGATIVE COVENANTS		93

Section 6.1	Debt	93

Section 6.2	Liens	94

Section 6.3	Investments	96

Section 6.4	Acquisitions	96

ARTICLE 9 MISCELLANEOUS		112

Section 9.1	Costs and Expenses	112

Section 9.2	Indemnification; Waiver of Damages	112

Section 9.3	Waivers and Amendments	113

Section 9.4	Severability	114

Section 9.5	Survival of Representations and Obligations	115

Section 9.6	Binding Effect	115

Section 9.7	Successors and Assigns	115

Section 9.8	Confidentiality	118

Section 9.9	Notices, Etc	119

Section 9.10	Usury Not Intended	119

Section 9.11	Usury Recapture	120

Section 9.12	Payments Set Aside	120

Section 9.13	Governing Law; Service of Process	120

Section 9.14	Submission to Jurisdiction	121

Section 9.15	Electronic Execution of Assignments	121

Section 9.16	Execution in Counterparts	121

Section 9.17	Waiver of Jury	121

Section 9.18	USA Patriot Act	121

Section 9.19	Confirmation of Flood Policies and Procedures	121

Section 9.20	Keepwell	122

Section 9.21	Amendment and Restatement	122

Section 9.22	Integration	122

SCHEDULES:

Schedule I	–	Pricing Schedule
Schedule II	–	Commitments, Contact Information
Schedule III	–	Additional Conditions and Requirements for New Subsidiaries
Schedule 3.1	–	Owned and Leased Real Properties
Schedule 3.1(q)	–	Certificates of Title to be Delivered Post-Closing
Schedule 4.1	–	Organizational Information
Schedule 4.7	–	Litigation
Schedule 4.10	–	Environmental Matters
Schedule 4.11	–	Subsidiaries
Schedule 4.21	–	Material Agreements
Schedule 6.3	–	Investments
Schedule 6.10	–	Affiliate Transactions

EXHIBITS:

Exhibit A	–	Form of Assignment and Acceptance
Exhibit B	–	Form of Borrowing Base Certificate
Exhibit C	–	Form of Compliance Certificate
Exhibit D	–	Form of Amended and Restated Guaranty
Exhibit E-1	–	Form of Notice of Revolving Borrowing
Exhibit E-2	–	Form of Notice of Term Borrowing
Exhibit F	–	Form of Notice of Continuation or Conversion
Exhibit G	–	Form of Amended and Restated Pledge and Security Agreement
Exhibit H-1	–	Form of Revolving Note
Exhibit H-2	–	Form of Term Note
Exhibit H-3	–	Form of Swing Line Note
Exhibit I-1	–	Form of U.S. Tax Compliance Certificate
Exhibit I-2	–	Form of U.S. Tax Compliance Certificate
Exhibit I-3	–	Form of U.S. Tax Compliance Certificate
Exhibit I-4	–	Form of U.S. Tax Compliance Certificate

	BORROWER :

	ALY ENERGY SERVICES, INC.

	By:	/s/ Munawar H. Hidayatallah
		Munawar H. Hidayatallah
		Chairman of the Board and Chief Executive Officer

	ADMINISTRATIVE AGENT/LENDERS:

	WELLS FARGO BANK, NATIONAL ASSOCIATION , as Administrative Agent, Issuing Lender, a Revolving Lender, Swing Line Lender, and a Term Lender

	By:	/s/ Donald W. Herrick
	Name:	Donald W. Herrick

Applicable Margin	Leverage Ratio	Eurodollar Advances			Base Rate Advances			Commitment Fee
Level I	Is greater than or equal to 2.50		4.50	%		3.50	%		0.55	%
Level II	Is greater than or equal to 1.50 but less than 2.50		4.00	%		3.00	%		0.50	%
Level III	Is less than 1.50		3.50	%		2.50	%		0.45	%

ADMINISTRATIVE AGENT/ISSUING LENDER/SWING LINE LENDER

Wells Fargo Bank, National Association	Address :	1000 Louisiana Street 9 th Floor Houston, Texas 77002
	Attn :	Don Herrick
	Telephone :	(713) 319-1372
	Facsimile :	(713) 739-1087

CREDIT PARTIES

Borrower/Guarantors (other than Austin Chalk) Austin Chalk	Address :	3 Riverway, Suite 920 Houston, Texas 77056
	Attn:	Munawar H. Hidayatallah
	Telephone :	(832) 454-7394
	Facsimile :	(713) 333-4004
	Address :	1080 Private Road 7703 P.O. Box 1110 Giddings, Texas 78942
	Attn:	Kurt Chew, Division President
	Telephone :	(979) 542-3500
	Facsimile :	(979) 542-3520

Truck #	Plate	Year	Make	VIN	Date acquired
832	CA84343	2013	Silverado	1GC1KXC85DF128715	12/31/12
833	CA84341	2013	Silverado	1GC1KXC8XDF104488	12/31/12
834	CA84342	2013	Silverado	1GC1KXC88DF140339	12/31/12
835	BSR4512	2013	Silverado	1GB4KZC88DF149278	02/22/13
836	BYT4951	2013	Silverado	1GB4KZC85DF198714	04/19/13
837	BYT4950	2013	Silverado	1GB4KZC84DF198722	04/19/13
838	BYT4959	2013	Silverado	1GB4KZC86DF207355	04/30/13
839	CDD2606	2013	Silverado	1GC1KXC80DF170743	06/21/13
840	CFK7926	2013	Silverado	1GC4K1C83DF207357	07/23/13
841	CTT-6564	2014	Silverado	1GC1KXC83EF173900	01/02/14
842 (a)	CDZ7093	2014	Silverado	1GC4KZC84EF176443	02/05/14
843 (a)	CDZ7094	2014	Silverado	1GC1KVC82EF186450	02/25/14
844 (a)	CDZ7096	2014	Silverado	1GC1KVC8XEF185045	02/25/14
845 (a)	CDZ7095	2014	Silverado	1GC1KVC89EF184694	02/28/14
W300	BYT4952	2013	Silverado	1GC1KXC81DF103603	04/15/13
W301	BZK8871	2013	Silverado	1GB4KZC87DF231762	05/22/13
W302	CVG0589	2014	Silverado	1GB4K0C80EF164077	12/31/13
719 (a)	1E53347	2014	Kenworth	1XKDDP9X3EJ385560	07/23/13
720 (a)	1E53367	2014	Kenworth	1XKDDP9X5EJ385561	08/15/13
721	1E53262	2013	Kenworth	1XKDDP9X9DJ385562	04/09/13
722 (a)	1E53368	2013	Kenworth	1XKDDP9X0DJ385563	08/15/13
723	1E53258	2013	Kenworth	1XKDDP9X2DJ385564	03/20/13
724	1E53261	2013	Kenworth	1XKDDP9X4DJ385565	02/22/13
725	1E53259	2013	Kenworth	1XKDDP9X6DJ385566	02/26/13
728 (a)	1E53346	2014	Kenworth	1XKDDP9XXEJ385569	07/23/13
W400	1E53263	2013	Kenworth	1XKDDP9X8DJ385567	05/02/13
W401 (a)	1E53366	2013	Kenworth	1XKDDP9XXDJ385568

Lender	Revolving Commitment		Term Commitment		Total
Wells Fargo Bank, National Association	$	5,000,000.00	$	25,000,000.00	$	30,000,000.00
Total:	$	5,000,000.00	$	25,000,000.00	$	30,000,000.00

Lessee	Lessor	Address	Equipment/Inventory Kept on Property
Austin Chalk Corp.	Kurt Chew, LLC	1080 Private Road 7703, Giddings, Texas 78942	Yes
Austin Chalk Corp.	B&L Storage	202 East 43 rd , San Angelo, Texas 76903	Yes
Austin Chalk Corp.	Cled White, LLC	State Hwy 85 West/CR 4715, Dilley, Texas 78017	No
Aly Energy Services, Inc.	DAR 3 Riverway, LP, Rivercan LP, Overland 3 Riverway, LP and CFT3 Riverway, as tenants in common	3 Riverway, Suite 920, Houston, Texas 77056	No
Aly Centrifuge (successor to United Centrifuge USA, LLC)	JLC Holdings, LLC	6126 PR 902, Celina, Texas 75009	Yes
Aly Centrifuge (successor to United Centrifuge USA, LLC)	Rachel L. Olson	102 Johnston Road, Bentleyville, Pennsylvania 15314	No
Aly Centrifuge (successor to United Centrifuge USA, LLC)	Merritt Mobile Home & RV Park	11345 N. 1970 Road, Lot #69A, Elk City, Oklahoma 73644	No
Aly Centrifuge (successor to United Centrifuge USA, LLC)	Hoppe’s Construction, LLC	Merritt Mobile Home Park, Merritt, Oklahoma	No
Aly Centrifuge (successor to United Centrifuge USA, LLC)	Providence Place	6001 SW 12th, Apt. 1328, Oklahoma City, Oklahoma 73128	No

Borrower

Legal Name:	Aly Energy Services Inc.
Type of Legal Entity:	Corporation
State of Organization:	Delaware

Austin Chalk Corp.

Legal Name:	Austin Chalk Petroleum Services Corp.
Type of Legal Entity:	Corporation
State of Organization:	Texas

Aly Operating

Legal Name:	Aly Operating, Inc.
Type of Legal Entity:	Corporation
State of Organization:	Delaware

Aly Centrifuge

Legal Name:	Aly Centrifuge Inc.
Type of Legal Entity:	Corporation
State of Organization:	Delaware

ARTICLE I DEFINITIONS
Section 1.01	Certain Defined Terms.	2
Section 1.02	Definitions.	7
Section 1.03	Interpretation and Rules of Construction.	9

ARTICLE II PURCHASE AND SALE; MERGER
Section 2.01	Asset and Stock Purchase.	9
Section 2.02	Merger.	10
Section 2.03	Requirement of Merger and Purchase.	11
Section 2.04	Consideration.	11
Section 2.05	Cash Consideration.	12
Section 2.06	Preferred Shares.	12
Section 2.07	Additional Contingent Consideration.	12
Section 2.08	Holdback.	13
Section 2.09	Adjustment for Working Capital and Indebtedness.	13
Section 2.10	Sellers’ Representative.	15

ARTICLE III CLOSING
Section 3.01	Date, Time and Place of Closing.	16
Section 3.02	Closing Deliveries of Sellers.	16
Section 3.03	Closing Deliveries of Purchaser.	18
Section 3.04	Allocation of Consideration.	18

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Section 4.01	Authority of the Sellers.	19
Section 4.01A	Authority of Rivera.	19
Section 4.02	Organization, Authority and Qualification.	19
Section 4.03	Capitalization.	20
Section 4.04	Subsidiaries; Joint Ventures.	20
Section 4.05	Title to United Common Stock.	20
Section 4.05A	Rivera Title to United Common Stock.	20
Section 4.06	Title to Assets and Disclaimer.	20
Section 4.07	No Conflict with Organizational Documents and Contracts.	21
Section 4.08	Governmental Consents and Approvals.	21
Section 4.09	Financial Information; Books and Records.	21
Section 4.10	Absence of Undisclosed Liabilities.	22
Section 4.11	Receivables.	22
Section 4.12	Inventories.	22
Section 4.13	Indebtedness.	22
Section 4.14	Conduct in the Ordinary Course; Absence of Certain Changes.	22
Section 4.15	Litigation.	24
Section 4.16	Compliance with Laws.	24
Section 4.17	Environmental Matters.	25
Section 4.18	Material Contracts.	26

Section 4.19	Intellectual Property.	28
Section 4.20	Real Property.	28
Section 4.21	Tangible Personal Property.	30
Section 4.22	Title to, and Sufficiency of, Properties.	30
Section 4.23	Customers.	30
Section 4.24	Suppliers.	31
Section 4.25	Employee Benefit Matters.	31
Section 4.26	Labor Matters.	32
Section 4.27	Employees.	33
Section 4.28	Certain Interests.	33
Section 4.29	Taxes.	34
Section 4.30	Insurance	36
Section 4.31	Warranties.	36
Section 4.32	Inappropriate Payments.	36
Section 4.33	Full Disclosure.	36
Section 4.34	Brokers.	36
Section 4.35	Preferred Shares.	36

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB
Section 5.01	Authority.	38
Section 5.02	Organization, Authority and Qualification.	38
Section 5.03	Capitalization.	38
Section 5.04	No Conflict.	38
Section 5.05	Governmental Consents and Approvals.	38
Section 5.06	Litigation.	39
Section 5.07	Brokers.	39
Section 5.08	Compliance with SEC Reporting Requirements.	39
Section 5.09	Financial Statements.	39

ARTICLE VI CONDITIONS TO OBLIGATIONS TO CLOSE
Section 6.01	Purchaser’s Obligations to Close.	39
Section 6.02	Sellers’ Obligations to Close.	41

ARTICLE VII ADDITIONAL AGREEMENTS
Section 7.01	Further Assurances.	41
Section 7.02	Regulatory and Other Authorizations; Notices and Consents.	42
Section 7.03	Conversion.	42
Section 7.04	Conduct of Business Prior to the Closing.	42
Section 7.05	Access to Information.	42
Section 7.06	Notice of Developments.	43
Section 7.07	No Solicitation or Negotiation.	43
Section 7.08	Financing; Financial Information.	43
Section 7.09	Transaction Costs; Certain Taxes.	44
Section 7.10	Confidentiality.	44
Section 7.11	Restrictive Covenants.	45
Section 7.12	Release.	46
Section 7.13	Tax Matters.	46

ARTICLE VIII INDEMNIFICATION
Section 8.01	Survival of Representations and Warranties.	48
Section 8.02	Indemnification by the Principals.	48
Section 8.03	Indemnification by Purchaser.	48
Section 8.04	Indemnification Process.	49
Section 8.05	Third Party Claims.	49
Section 8.06	Limits on Indemnification.	50
Section 8.07	Offset Against Additional Contingent Consideration.	50
Section 8.08	Exclusive Remedies.	50
Section 8.09	Insurance.	50

ARTICLE IX TERMINATION, AMENDMENT AND WAIVER
Section 9.01	Termination.	51
Section 9.02	Effect of Termination.	51
Section 9.03	Amendment.	51
Section 9.04	Waiver.	51

ARTICLE X GENERAL PROVISIONS
Section 10.01	Expenses.	52
Section 10.02	Notices.	52
Section 10.03	Public Announcements.	53
Section 10.04	Severability.	54
Section 10.05	Entire Agreement.	54
Section 10.06	Assignment.	54
Section 10.07	No Third Party Beneficiaries.	54
Section 10.08	Governing Law.	54
Section 10.09	Counterparts.	54

Definition	Location
“1211296”	Preamble
“Adjustment Report”	2.09(b)
“Agreement”	Preamble
“Asset Cash Consideration”	2.04
“Blocker Corps”	Recitals
“Blocker Shareholders”	Recitals
“Blocker Shares”	Recitals
“Bowman”	Preamble
“Business”	Recitals
“Cash Consideration”	2.04(a)
“Claimed Amount”	8.04
“Closing”	3.01
“Closing Balance Sheet”	2.09(b)
“Closing Date”	3.01
“Closing Date Payment”	2.05
“CNS”	Preamble

“CNS Purchased Assets”	2.01
“CNS USA”	Recitals
“CNS USA Common Stock”	Recitals
“Company Released Party”	7.12
“Consideration”	2.04
“DGCL”	2.02
“Employee Benefit Plans”	4.25(a)
“Employment Agreements”	3.02(e)
“ERISA”	4.25(a)
“Estimated Closing Net Working Capital”	2.09(a)
“Financial Statements”	4.09(a)
“Holdback Shares”	2.08
“Lantz”	Preamble
“Loss”	7.02(a)
“Material Contracts”	4.18(a)
“Merger”	2.02
“Multiemployer Plan”	4.25(b)
“Multiple Employer Plan”	4.25(b)
“Pass-Through Returns”	7.13(b)
“Pirie”	Preamble
“Plan of Conversion”	Recitals
“Pre Closing Tax Period”	7.13(a)
“Preferred Shares”	2.04(c)
“Property Taxes”	7.13(a)
“Purchased Assets”	2.01
“Purchaser”	Preamble
“Purchaser Indemnified Party”	8.02
“Purchaser SEC Reports”	5.08
“Purchaser’s Financing Commitments”	7.08
“Registration Rights Agreement”	3.02(f)
“Restricted Period”	7.11
“Rivera”	Preamble
“Securities Act”	4.35(a)
“Securities Laws”	4.35(a)
“Seller Indemnified Party”	8.03
“Sellers’ Representative”	2.10(a)
“Straddle Period”	7.13(a)
“Surviving Corporation”	2.02
“Tangible Personal Property”	4.21(a)
“Tax Claim”	7.13(c)
“Tax Contest”	7.13(d)
“TBOC”	2.02
“Third Party Claims”	8.05
“UCI”	Recitals
“UCI Common Stock”	Recitals
"Unit Cash Consideration"	2.04

“UOI”	Preamble
“UOI Purchased Assets”	2.01
“United”	Recitals
“United Common Stock”	Recitals
“United Personal Property”	4.21(a)

UOI	$635,495 (12.70%)
CNS	$2,753,389.32 (55.07%)
1211296	$878,824.32 (17.58%)
Rivera	$439,474.41 (8.79%)
Bowman	$292,816.94 (5.86%)

1211296	1,765 (35.30%)
CNS	1,765 (35.30%)
Rivera	880 (17.6%)
Bowman	590 (11.8%)

	Aly Energy Services, Inc. , a Delaware corporation

	By:	/s/ Munawar H. Hidayatallah
	Name:	Munawar H. Hidayatallah
	Title:	Chairman and Chief Executive Officer


	Aly Centrifuge Inc., a Delaware corporation

	By:	/s/ Munawar H. Hidayatallah
	Name:	Munawar H. Hidayatallah
	Title:	Chairman and Chief Executive Officer


	United Centrifuge USA, LLC , a Texas limited liability company

	By:	/s/ Timothy J. Pirie
	Name:	Timothy J. Pirie
	Title:	President


	1211296 Alberta, Inc., an Alberta Limited Corporation

	By:	/s/ Ed Lantz
	Name:	Ed Lantz
	Title:	President


	Canadian Nitrogen Services, Ltd., an Alberta Limited Corporation

	By:	/s/ Timothy J. Pirie
	Name:	Timothy J. Pirie
	Title:	President

	United Oilfield, Inc. , an Alberta Limited Corporation

	By:	/s/ Ed Lantz
	Name:	Ed Lantz
	Title:	President

		/s/ Timothy J. Pirie
		Tim Pirie, a resident of Canada

		/s/ Ed Lantz
		Ed Lantz, a resident of Canada

		/s/ Myles Bowman
		Myles Bowman, a resident of Texas

		/s/ Jorge Rivera
		Jorge Rivera, a resident of Peru

	No. of Shares of
Name	Common Stock

United Centrifuge, Inc. (USA)		3,000
Canadian Nitrogen Services USA, Inc.		3,000
Myles Bowman		1,000
Jorge Rivera		1,500

	THE COMPANY:

	United Centrifuge USA, LLC

	By:

	THE MEMBERS:

	United Centrifuge, Inc. (USA)

	By:

	Canadian Nitrogen Services USA, Inc.

	By:


	Myles Bowman


	Jorge Rivera

		Prior Form of	Formation
Name and Address	Formation Date	Organization	Jurisdiction
United Centrifuge USA, LLC	2-28-2012	LLC	Texas
3050 Post Oak Boulevard
Suite 550
Houston, Texas 77056