Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The 6.1 LaSalle's obligation to make the initial loan and execute and deliver the initial Foreign Exchange Contract pursuant to this Loan Agreement and the Other Agreements is subject to the full and timely performance of the following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) covenants prior to or contemporaneously with the execution making of this deed:the initial loan. a. Buyer (A) LaSalle shall have delivered received each of the following, in form and substance reasonably satisfactory to the NotaryLaSalle and its counsel: (ia) (A) a written shareholders’ resolution approving the transfer A copy of the First Tranche Subject SharesArticles of Incorporation of Binks certified by the Secretary of State of Delaware, duly executed by Buyer, Seller and Oil & Gas Technology Consultants a certificate or other satisfactory evidence as to the qualification to conduct business and good standing of Binks from the Secretaries of State of Illinois and Delaware; (Netherlandsb) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws certificates of the Netherlands, Secretary or (B) duly adopted minutes an Assistant Secretary of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, Binks dated as of the date hereof, and signed certifying (i) that attached thereto are true and complete copies of the by-laws of Binks and true and complete copies of resolutions duly adopted by an executive the Board of Directors of Binks authorizing the execution, delivery and performance of this Loan Agreement and any Other Agreements and the borrowing by Binks hereunder and all aspects of the financing transactions with LaSalle requiring approval by Binks; (ii) that such resolutions have not been modified, rescinded or amended and are in full force and effect and that the Articles of Incorporation of Binks have not been amended as shown on the good standing certificate furnished pursuant to (a) above; and (iii) as to the incumbency and specimen signature of each officer of BuyerBinks executing this Loan Agreement and the Other Agreements; and (c) such other instruments, certifying that each documents and agreements as LaSalle or its counsel may reasonably request (2) A fully executed original of the Revolving Note in a maximum aggregate principal amount not to exceed Five Million and no/100 Dollars ($5,000,000.00) duly executed and delivered by Binks to LaSalle. (3) A fully executed original of this Loan Agreement. (4) A favorable opinion of Binks' counsel, Skadden, Arps, Meagher, Slate & ▇▇▇▇, addressed to LaSalle and covering such matters as may be reasonably requested by LaSalle. (5) Such other documents, instruments or agreements as LaSalle may reasonably request. (B) No Event of Default shall have occurred and be continuing. (C) LaSalle shall have received Uniform Commercial Code, tax lien and judgment searches reports from the Secretary of State of Illinois and the Recorder of Deeds of ▇▇▇▇ County, Illinois which disclose no liens or security interests with respect to Binks' assets other than Permitted Liens. (D) No Material Adverse Event shall have occurred. (E) The representations and warranties contained in this Loan Agreement shall be true and correct as of the making of the initial loan and the execution and delivery of the initial Foreign Exchange Contract. 6.2 LaSalle's obligation to make any loans and execute and deliver any Foreign Exchange Contracts pursuant to this Loan Agreement and the Other Agreements is subject to the full and timely performance or each or the following covenants either prior to or contemporaneously with the making of each loan and execution and delivery of each Foreign Exchange Contract. (A) No Event of Default shall have occurred and be continuing. (B) No material claims, litigation, arbitration proceedings or governmental proceedings not disclosed in writing to LaSalle prior to the date of the last previous loan or Foreign Exchange Contract shall be pending or known to be threatened against Binks and no known material development not so disclosed shall have occurred in any claims, litigation, arbitration proceedings or governmental proceedings so disclosed which in the opinion of LaSalle is reasonably likely to result in a Material Adverse Event. (C) No Material Adverse Event shall have occurred since the latest of (1) the date of Binks' then most recently delivered Financials, (2) the previous Advance, or (3) the previous Foreign Exchange Contract. (D) The representations and warranties of Buyer Binks contained in this deed are Loan Agreement shall be true and correct in all respects at and as of the making of any loan or execution and delivery of any Foreign Exchange Contract with the same effect as though made on such date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofloan or Foreign Exchange Contract.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer provisions contained herein shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is be effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer but only upon the satisfaction of Buyer, certifying that each of the following conditions precedent, in a manner satisfactory to Agent: (a) Agent shall have received an original of this Amendment, duly authorized, executed and delivered by Borrowers, Guarantors and the Required Tranche A Lenders; (b) Agent shall have received the proceeds of the Indebtedness permitted under Section 9.9(k) of the Loan Agreement (which shall not be less than $8,000,000) for application to the Obligations in accordance with Section 6.4 of the Loan Agreement; (c) Agent shall have received, in form and substance satisfactory to Agent, a schedule listing the Equipment and Inventory of Alloys constituting the Specified Spare Parts Collateral; (d) the Specified Spare Parts Collateral shall have an appraised value of not greater than $10,000,000 in the aggregate and the Inventory constituting the Specified Spare Parts Collateral shall have an appraised value of not greater than $100,000; (e) Agent shall have received, in form and substance satisfactory to Agent, an opinion letter of counsel to Borrowers and Guarantors with respect to this Amendment and such other matters as Agent may request (including, without limitation, an opinion as to no conflicts with other Indebtedness); (f) Agent shall have received, in form and substance satisfactory to Agent, a certificate of a senior officer of Group certifying, among other things, that after giving effect to this Amendment: (i) the incurrence of the Indebtedness of ASAP to ASAP Lenders under the ASAP Loan Agreement does not conflict with Section 4.9 of the Indenture, (ii) the contribution of the Specified Spare Parts Collateral and the cash contributions by Alloys to ASAP permitted under Section 9.10(k)(i) of the Loan Agreement constitute “Permitted Investments” or permitted “Restricted Payments” for all purposes under the Indenture, and (iii) the execution and delivery by ASAP of the ASAP Loan Documents, the performance by ASAP of the terms and conditions thereof, the incurrence of the Indebtedness of ASAP thereunder, and the consummation of the transactions contemplated thereby: (A) are within ASAP’s and each Borrower’s and Guarantor’s corporate or limited liability company powers, (B) have been duly authorized by ASAP and each Borrower and Guarantor, (C) are not in contravention of law or the terms of ASAP’s or any Borrower’s or Guarantor’s certificate of incorporation, certificate of formation, by laws, limited liability company operating agreement or other organizational documentation, or any indenture (including the Indenture), agreement or undertaking to which ASAP or any Borrower or Guarantor is a party or by which ASAP or any Borrower or Guarantor or its property are bound, and (D) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor; (g) all representations and warranties of Buyer contained herein, in this deed are the Loan Agreement and in the other Financing Agreements shall be true and correct in all material respects at with the same effect as though such representations and warranties had been made on and as of the date hereofhereof and after giving effect hereto, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (h) no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the Loans or providing the Letter of Credit Accommodations, or (B) the consummation of the transactions contemplated pursuant to the terms of this Amendment, the Loan Agreement or the other Financing Agreements or (ii) has or has a reasonable likelihood of having a Material Adverse Effect; and f. Seller shall deliver to Buyer a certificate, dated (i) as of the date hereofof this Amendment and after giving effect hereto, no Default or Event of Default shall exist or shall have occurred and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofbe continuing.

Conditions Precedent. 2.1. The effectiveness of the consents contained in Section 1 and Section 8 hereof, the amendment to Pledge Agreement contained in Section 2 hereof and the amendments contained in Section 3 hereof are subject to the satisfaction of each of the following are the conditions precedent in form and substance satisfactory to Administrative Agent: (opschortende voorwaardena) Administrative Agent shall have received one or more duly executed counterparts of this Consent Letter from each Borrower and Lender; and (b) Administrative Agent shall have received, for the Transaction benefit of Lenders on the basis of their Pro Rata share of the Commitments, an amendment fee in the amount of $75,000 in immediately available funds; and (c) Administrative Agent shall have received and reviewed a copy, duly certified by one or more authorized officers of Borrower Agent, of the executed contribution agreement or other instrument by which the Equity Interests of PNA are transferred from New Parent to occurNewCo in connection with the Proposed Transactions, including all exhibits and schedules thereto (the “Contribution Document”); and such Contribution Document shall be satisfactory to Administrative Agent in all respects; and (d) Administrative Agent shall have received a counterpart or amendment, duly executed by NewCo, to that certain Continuing Guaranty Agreement dated May 9, 2006, made by New Parent in favor of the Guaranteed Parties (as defined therein), pursuant to which Seller NewCo shall unconditionally and Buyer declare have been satisfied absolutely guarantee to each Guaranteed Party the due and punctual payment, performance and discharge of all of the Obligations, together with all other documents or waived (and which waiver has been accepted instruments required to be delivered, or reasonably requested by Seller and Buyer) prior to Administrative Agent, in connection with the execution and delivery of this deed:such counterpart or amendment, each case in form and substance satisfactory to Administrative Agent; and PNA Group, Inc. and the other Borrowers January 29, 2007 a. Buyer (e) Administrative Agent shall have received a counterpart or amendment, duly executed by NewCo, to that certain Pledge Agreement dated May 9, 2006, among New Parent and the other Pledgors (as defined therein) and Administrative Agent (as at any time amended, the “Pledge Agreement”), pursuant to which NewCo shall pledge to Administrative Agent, for itself and for the benefit of the Secured Parties, as security for the Obligations, 100% of the capital stock of, or other Equity Interests in, PNA, together with all certificates, stock powers (undated and in blank) and other documents or instruments required to be delivered, or reasonably requested by Administrative Agent, in connection with the execution and delivery of such counterpart or amendment, each case in form and substance satisfactory to Administrative Agent; and (f) Administrative Agent shall have received and reviewed copies of the charter, certificate or articles of incorporation or organization of NewCo, certified by the Secretary of State or other appropriate official of the jurisdiction of NewCo’s state of organization, and copies of all other Organization Documents and all amendments thereto; and such copies shall be satisfactory to Administrative Agent in all respects; and (g) Administrative Agent shall have received and reviewed a copy of the resolutions adopted by the managing member, board of directors or general partner of NewCo and each other Obligor, duly authorizing and empowering such Obligor to enter into, execute, deliver and perform its obligations under each of the Credit Documents contemplated hereby to be delivered by such Obligor in connection herewith, in each case duly certified by the Secretary or Assistant Secretary of such Obligor; and such copies shall be satisfactory to Administrative Agent in all respects; and (h) Administrative Agent shall have received and reviewed good standing certificates for NewCo, issued by the Notary:Secretary of State or other appropriate official of NewCo’s jurisdiction of organization and each jurisdiction where the conduct of NewCo’s business activities or ownership of its property necessitates qualification, or, if any such good standing certificate (with respect to a jurisdiction other than NewCo’s jurisdiction of organization) is not yet available, a certified copy of NewCo’s application for such qualification; and such certificates and applications shall be satisfactory to Administrative Agent in all respects; and (i) (A) a Administrative Agent shall have received the favorable, written shareholders’ resolution approving the transfer opinion of the First Tranche Subject Sharescounsel to NewCo, duly executed by Buyerin form and substance satisfactory to Administrative Agent, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant as to the articles due authorization, execution and delivery by NewCo of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties Credit Documents contemplated hereby to be delivered by NewCo in connection herewith, as to the enforceability of Buyer contained in this deed are true and correct in all respects at such Credit Documents, and as of the date hereofto such other matters as are reasonably requested by Administrative Agent; and f. Seller shall deliver to Buyer a certificate, dated as (j) Without limiting the generality of the date hereofforegoing items, Borrowers, NewCo and New Parent shall have delivered or caused to be delivered to Administrative Agent, in form and substance satisfactory to Administrative Agent, such additional information, instruments, documents, agreements, certificates, and signed other items as are reasonably requested by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofAdministrative Agent.

Conditions Precedent. 2.1This Agreement and the amendments set forth in Section 1 of this Agreement shall become effective on the first date (the “Amendment No. The following are 2 Effective Date”) when, and only when, each of the applicable conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare set forth below have been satisfied (or waived waived): (a) The Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, Holdings, the Administrative Agent, the Collateral Agent and which waiver each Term B Lender (whether pursuant to the execution and delivery of a Consent, the Joinder or counterparts of this Agreement). The Consents and the Joinder shall have been duly executed by each existing Term Lender, Increasing Term Lender or Additional Term B Lender, as applicable, such that upon such execution by all such Lenders, the aggregate principal amount of the Converted Initial Term Loans, the Increased Term B Loans and the Additional Term B Loans is equal to $2,339,375,000. (b) The Administrative Agent (or its counsel) shall have received a certificate of the Borrower and Holdings dated as of the Amendment No. 2 Effective Date signed by a Responsible Officer of the Borrower and Holdings, respectively, certifying (i) that the Organization Documents, including amendments thereto, of the Borrower and Holdings, as applicable, either (x) have not been amended since the Closing Date or (y) are attached as an exhibit to such certificate, (ii) (x) copies of resolutions of its Board of Directors (or similar governing body) of the Borrower and Holdings, as applicable, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or (y) to the extent the resolutions delivered on the Closing Date approve such matters, that the resolutions delivered on the Closing Date authorize the transactions contemplated hereby, remain in full force and effect and have not been amended or otherwise modified since the adoption thereof, (iii) (x) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party or (y) a certification that the incumbency and specimen signature of each officer of each Loan Party delivered to the Administrative Agent as of May 13, 2016 has not been accepted by Seller amended since such date and Buyer(iv) as to the matters set forth in Section 3(g) and (h) below. (c) The Borrower shall have paid to the Administrative Agent and to each of Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, M▇▇▇▇▇ S▇▇▇▇▇▇ Senior Funding, Inc. and UBS Securities LLC, each as a joint lead arranger and joint lead book-running manager in connection with this Agreement, all fees and expenses due to be paid on the Amendment No. 2 Effective Date. (d) The Borrower shall have paid to the Administrative Agent, for the account of each Term Lender holding Initial Term Loans immediately prior to the execution effectiveness of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject SharesAgreement, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and all accrued but unpaid interest on such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] Term Lender's Initial Term Loans in accordance with Article 4.2 hereofSection 2.01(c) of the Amended Credit Agreement. e. Buyer (e) The Borrower shall deliver have paid to Seller the Administrative Agent, for the account of each Term Lender with Converted Initial Term Loans on the Amendment No. 2 Effective Date, an upfront fee in an amount equal to 0.25% of the aggregate principal amount of Converted Initial Term Loans on the Amendment No. 2 Effective Date. (f) The Administrative Agent shall have received a certificate, dated Committed Loan Notice of Term B Loans. (g) The representations and warranties set forth in Article V of the Amended Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the date hereof (both before and after giving effect to the transactions contemplated by this Amendment) with the same effect as though made on and as of the date hereof, and signed by an executive officer of Buyer, certifying that each of except to the extent such representations and warranties of Buyer contained expressly relate to an earlier date, in this deed are which case they shall be true and correct in all material respects at and as of such earlier date. (h) No Default or Event of Default shall exist on the date hereof; and f. Seller shall deliver hereof before or after giving effect to Buyer a certificate, dated as the Refinancing Term Loans and the use of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofproceeds thereof.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution provisions of this deedFourth Amendment shall be effective as of the date on which all of the following conditions are satisfied: a. Buyer (a) the Borrower shall have delivered to the Notary:Agent a fully executed counterpart of this Fourth Amendment; (b) the Borrower shall have paid all costs and expenses owing to the Agent and its counsel on or before the date hereof; (c) Agent and the Lender shall have indicated its consent and agreement by executing this Fourth Amendment; (d) the Borrower, the Holding Company, CTS, Specialty and Realty shall have delivered certified copies of the resolutions of its Board of Directors approving the execution, delivery and performance of this Fourth Amendment and the actions contemplated herein, in form and substance satisfactory to Agent; (e) after giving effect to this Fourth Amendment, no Default or Event of Default shall have occurred or be continuing; (f) the Borrower shall have paid the Agent an amendment fee of One Hundred Thousand Dollars ($100,000) to compensate Agent and the Lender for entering into this Fourth Amendment, which amount, when paid, is not subject to refund or rebate and will be fully earned upon the Agent and the Lender executing this Fourth Amendment; and (g) the Agent shall have received fully executed copies of the Fourth Amendment to Subordinated Loan Agreement dated November 19, 2013 among Borrower, Holding Company, CTS, Realty, Specialty, Granite Creek Partners Agent, LLC, Granite Creek Flexcap I, L.P., and Patriot Capital II, L.P., and all documents executed in connection therewith, all in form and substance satisfactory to Agent, with amended financial covenants limited to those contained in the Credit Agreement which contain a 15% cushion from the levels set in Section 12 of the Credit Agreement, an extension of the maturity date to at least June 30, 2016 and an acknowledgement by the holders of such Subordinated Debt that no payments on such Subordinated Debt are permitted and expressly stating such non-payment will not constitute an Event of Default under such Subordinated Debt Documents. (h) the Borrower will have received gross proceeds, in cash, from the issuance of common equity securities of at least $4,000,000 and will have used such Net Proceeds to immediately repay outstanding Revolving Credit Loans. (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant Agent shall have received an amendment to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations other Subordinated Debt Documents (in addition to those referred to in (g) above) extending the maturity date thereof to at least June 30, 2016 and warranties an acknowledgement by the holders of Buyer contained such Subordinated Debt that no payments on such Subordinated Debt are permitted and expressly stating such non-payment will not constitute an Event of Default under such Subordinated Debt and the documents executed in this deed are true connection therewith, and correct otherwise in all respects at form and as substance satisfactory to the Agent. (j) the Borrower will have delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, an Inventory report containing a detailed description of the date hereof; andInventory, by type, amount and location. f. Seller shall deliver (k) Agent will have received a fully executed amendment to Buyer a certificateeach Subordination Agreement, dated as in form and substance satisfactory to Agent, wherein the holders of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each applicable Subordinated Debt will have agreed not to accept any payments on account of the representations applicable Subordinated Debt and warranties agree that any non-payment of Seller contained in this deed are true and correct in all respects at and as such Subordinated Debt will not constitute an event of default under such Subordinated Debt. (l) Agent will have received certified counterparts of the Securities Purchase Agreement executed in connection with the Columbus Nova Transaction and all material documents executed in connection therewith, all of which must be in form and substance satisfactory to Agent. (m) Agent will have received property and casualty and general comprehensive liability insurance certificates dated on or about the date hereofof this Fourth Amendment naming Agent as loss payable and additional insured, in form and substance satisfactory to Agent.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution modifications described in Paragraph 1 of this deedFifteenth Amendment will not become effective until Borrower has delivered to Lender each of the following documents and items, all of which are to be properly completed, executed and otherwise satisfactory in form and substance to Lender, in its sole discretion: a. Buyer 4.1 Borrower shall have delivered to Lender the Notaryfollowing executed documents, all in form satisfactory to Lender: (a) This Fifteenth Amendment; (b) The Amendment No. 5 to Amended and Restated to Promissory Note; (c) The Amendment No. 1 to Promissory Note (Towers Lobby); (d) The Fourth Modification of Deed of Trust, Assignment of Rents and Security Agreement; (e) The Fourth Modification of Deed of Trust, Assignment of Rents and Proceeds and Security Agreement [Headquarters]; (f) The Third Modification of Deed of Trust, Assignment of Rents and Proceeds and Security Agreement [Ida ▇▇▇lding One]; (g) The Second Modification of Deed of Trust, Assignment of Rents and Proceeds and Security Agreement [Ida ▇▇▇lding Two]; (h) The Second Modification of Mortgage, Assignment of Rents and Proceeds and Security Agreement [Aloha Bay Phase I]; (i) (A) a written shareholders’ resolution approving the transfer The First Modification of the First Tranche Subject SharesDeed of Trust, duly executed by Buyer, Seller Assignment of Rents and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyProceeds and Security Agreement [Winn▇▇▇ ▇▇▇lding Addition]; (iij) duly legalized powers-of-attorney The First Amendment of Deed of Trust, Assignment of Rents and Proceeds and Security Agreement [Ida ▇▇▇lding Addition]; (k) The First Amendment of Deed of Trust, Assignment of Rents and Proceeds and Security Agreement [FCFC Property]; (l) An opinion from Borrower's and Guarantor's counsel, which counsel must be acceptable to Lender, with respect to execution of this deedsuch matters as Lender shall reasonably require; (iiim) From the shareholders’ register Guarantor of the CompanyLoan, a "Consent of Guarantor"; (ivn) and such A corporate resolution of Borrower; (o) A corporate resolution of Guarantor; (p) Such other documents or instruments required by Lender to fully perfect the liens and security interests of Lender described or contemplated herein; (q) Such other items as Lender may require. 4.2 Borrower shall have obtained and delivered to Lender, at Borrower's expense, a date-down endorsement to the existing ALTA extended coverage mortgagee's title insurance policy issued in favor of Lender by Commonwealth Land Title Insurance Company with respect to the Headquarters Deed of Trust assuring that the Headquarters Deed of Trust continues to be a first and prior lien on the property which is the subject matter thereof subject only to such additional exceptions as may be customary and required under applicable Lawapproved by Lender, or reasonably required by notwithstanding the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer effect of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Sellerrecordation of the Fourth Modification of Deed of Trust, if applicableAssignment of Rents and Proceeds and Security Agreement [Headquarters]. c. Seller 4.3 Borrower shall deliver have obtained and delivered to Lender, at Borrower's expense, a date-down endorsement to the Notary: (i) a duly legalized power-of-attorney existing ALTA extended coverage mortgagee's title insurance policy issued in favor of Lender by Chicago Title Insurance Company with respect to execution the Ida ▇▇▇lding One Deed of this deed; (ii) Trust assuring that the Ida ▇▇▇lding One Deed of Trust continues to be a first and prior lien on the property which is the subject matter thereof subject only to such other documents additional exceptions as may be customary and required under applicable Lawapproved by Lender, or reasonably required by notwithstanding the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as effect of the date hereof, and signed by an executive officer of Buyer, certifying that each recordation of the representations Third Modification of Deed of Trust, Assignment of Rents and warranties of Buyer contained in this deed are true Proceeds and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofSecurity Agreement [Ida ▇▇▇lding One].

Conditions Precedent. 2.1. ‌ 5.1 Conditions‌ The following are Scheme will not become Effective and the obligations of the Consortium under clause 3.3 do not become binding unless and until each of the conditions precedent (opschortende voorwaarden) for set out in the Transaction to occur, which Seller and Buyer declare have first column of the following table has been satisfied or waived in accordance with this clause 5.1: (a) (Consultation) NRC’s public consultation under the Local Government Act is completed to NRC’s satisfaction and which waiver has been accepted NRC, at its complete discretion, decides to implement the Scheme;‌ NRC None (b) (Court approval) subject to clause 5.2, the Court approves the Scheme in accordance with section 236 of the Companies Act; MMH None (c) (Shareholder approval) Shareholders approve the Scheme at the Scheme Meeting by Seller the requisite majorities in accordance with sections 236A(2)(a) and Buyer236A(4) of the Companies Act; MMH None (d) (Independent Adviser’s report) the Independent Adviser concludes prior to the Scheme Meeting that the Consideration is above or within the Independent Adviser’s valuation range for the Shares; MMH None (e) (No Material Adverse Change) no Material Adverse Change occurs between the date of this agreement and 5.00pm on the Business Day before the Implementation Date; None Consortium (f) (No Prescribed Occurrence) no Prescribed Occurrence occurs between the date of this agreement and 5.00pm on the Business Day before the Implementation Date. MMH Consortium 5.2 Court approval‌ If the Court’s approval of the Scheme in accordance with section 236(1) of the Companies Act would impose any terms or conditions other than those set out in the Scheme in the form attached as Annex 1, then each such term or condition must be approved in writing by MMH and the Consortium (both acting reasonably) prior to the execution Court granting the Final Orders. 5.3 Satisfaction of this deed:Conditions‌ a. Buyer shall have delivered (a) each party specified in the second column of the table in clause 5.1 corresponding to that Condition must use all reasonable endeavours to procure that the NotaryCondition is satisfied: (i) (A) a written shareholders’ resolution approving in the transfer case of the First Tranche Subject SharesConditions in clauses 5.1(a) to 5.1(d), duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company;as soon as (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) in the shareholders’ register case of the Company; (ivConditions in clauses 5.1(e) and such other documents as may be customary and required under applicable Law5.1(f), or reasonably required by at all times before 5.00pm on the Notary; b. Seller shall cause Business Day before the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofImplementation Date; and f. Seller shall deliver (b) each party must not take any action that will or is likely to Buyer a certificate, dated as hinder or prevent the satisfaction of the date hereofCondition, and signed by a duly authorized signatory of Seller, certifying provided that each of the representations and warranties of Seller contained nothing in this deed are true clause 5.3 will require any party to incur any additional costs (other than customary advisor costs and correct in all respects at and as of the date hereoffiling fees) or to offer, agree to or accept any undertakings, commitments or conditions.

Conditions Precedent. 2.1. The effectiveness of the amendments contained herein shall only be effective upon the satisfaction of each of the following are the conditions precedent (opschortende voorwaarden) for in a manner satisfactory to Agent: 30.1 Agent shall have received an executed original counterparts of this Amendment No. 2, duly authorized, executed and delivered Borrower and Lenders; 30.2 the Transaction outstanding principal amount of the Term Loan, all accrued and unpaid interest theron and $2,000 in respect of legal fees incurred by counsel to occur, which Seller and Buyer declare the Term Loan Lender shall have been satisfied paid in full; 30.3 Agent shall have received, in form and substance reasonably satisfactory to Agent, true, correct and complete copies of the Senior Secured Indenture and all other material agreements, documents or waived instruments executed and/or delivered in connection therewith (collectively, with the Senior Secured Indenture, the “Indenture Documents”), in each case duly authorized, executed and which waiver has been accepted delivered by Seller and Buyer) prior to the execution of this deed:appropriate parties thereto; a. Buyer 30.4 Agent shall have delivered received, in form and substance reasonably satisfactory to the Notary: Agent, (i) (A) a written shareholders’ resolution approving evidence that the transfer of transactions contemplated by the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; Indenture Documents have been consummated; (ii) evidence that the net cash proceeds to be received by Borrower from the issuance of the Senior Secured Notes shall not be less than $80,000,000; (iii) evidence that, immediately after giving effect to the transactions contemplated by this Amendment No. 2 and the other Transaction Documents, Excess Availability is not less than $7,000,000; and (iv) evidence that the Indenture Documents have been duly legalized powers-of-attorney authorized, executed and delivered by and to the appropriate parties thereto; 30.5 Agent shall have received, in form and substance reasonably satisfactory to Agent, evidence that, immediately after giving effect to the transactions contemplated by this Amendment No. 2 and the other Transaction Documents, Borrower is Solvent; 30.6 Agent shall have received, in form and substance reasonably satisfactory to Agent, a copy of the Estate Promissory Note, duly authorized, executed and delivered by Borrower; 30.7 Agent shall have received, in form and substance reasonably satisfactory to Agent, an amendment to the Transportation Receivables Intercreditor Agreement, duly authorized, executed and delivered by Transportation Receivables; 30.8 Agent shall have received, in form and substance reasonably satisfactory to Agent, an Access Agreement, duly authorized, executed and delivered by Senior Secured Note Trustee; 30.9 Agent shall have received, in form and substance reasonably satisfactory to Agent, the Secretary’s Certificate of Directors’ Resolutions, Corporate Bylaws and Incumbency for Borrower evidencing the adoption and subsistence of resolutions approving the execution, delivery and performance by Borrower of this Amendment No. 2 and the other Amendment Documents; 30.10 Agent shall have received (i) UCC, federal tax, state tax and judgment lien searches with respect to execution of this deed; K-Corp. in all jurisdictions as Agent may request (other than the Missing K-Corp. Lien Searches which shall be delivered pursuant to Section 29.12 hereof), (ii) a termination agreement, in form and substance reasonably satisfactory to Agent, duly authorized, executed and delivered by The CIT Group, Equipment Financing, Inc., Borrower, K-Corp. and the Senior Secured Note Trustee, and (iii) the shareholders’ register of the Company; (iv) all UCC financing statement amendments, termination statements, partial releases and such other documents instruments and filings as Agent may be customary request to evidence and required effectuate the termination of all liens, security interests and other encumbrances on the assets of K-Corp. consisting of Collateral, except for those permitted to remain outstanding under applicable Law, or reasonably required by Section 9.8 of the NotaryLoan Agreement; b. Seller 30.11 Agent shall cause have received, in form and substance reasonably satisfactory to Agent, the written shareholders’ resolution approving Information Certificate, after giving effect to the transfer consummation of the First Tranche Subject Shares referenced transactions contemplated by this Amendment No. 2 and the other Transaction Documents, duly authorized, executed and delivered by Borrower; 30.12 Agent shall have received, in Article 2.1(a)(i)(A) above form and substance reasonably satisfactory to be duly executed by SellerAgent, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney such reporting with respect to execution of the collateral as Agent shall request, prepared on a pro-forma basis after giving effect to this deedAmendment No. 2 and the transactions contemplated hereby; (ii) 30.13 no court of competent jurisdiction or other Governmental Authority shall have issued any injunction, restraining order or other order then subsisting which prohibits the consummation of the transactions described in the Transaction Documents or modifies such transactions in any respect and such no governmental or other documents as may be customary action or proceeding shall have been commenced or, to the knowledge of Borrower, threatened seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in or contemplated by this Amendment No. 2 or the other Transaction Documents in any respect; 30.14 Agent shall have a valid and required perfected first priority security interest in the assets owned by K-Corp. immediately prior to its merger with Borrower which are included in the Collateral, subject only to the liens permitted under applicable Law, or reasonably required Section 9.8 of the Loan Agreement; 30.15 the closing of the transactions contemplated by the Notary; d. Buyer Indenture Documents shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificatehave occurred on or before December 31, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof2004; and f. Seller 30.16 No Event of Default shall deliver to Buyer a certificate, dated as of the date hereof, exist or have occurred and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofbe continuing.

Conditions Precedent. 2.1. (a) The following are obligation of Lender to (i) make the conditions precedent initial advance under either of the Notes or (opschortende voorwaardenii) for issue the Transaction to occurLetters of Credit, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior is subject to the execution of this deed: a. Buyer shall have delivered to condition precedent that Lender receive the Notaryfollowing: (i) (A) a written shareholders’ resolution approving Duly executed copies of each document listed on the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant last page hereof relating to the articles of association of Loan, in form and substance acceptable to Lender and its legal counsel (all the Company;documents listed on the last page hereof, together with this Agreement and any other security documents relating to the Loan, and any modifications thereof, are hereinafter collectively referred to as the "Loan Documents"); -------------- (ii) duly legalized powers-of-attorney with respect to execution An origination fee of this deed$76,000.00; (iii) Confirmation that Borrower has received from Guarantor an equity infusion of at least $3,000,000.00 as payment of Guarantor's purchase of stock in Borrower and such amount is deposited into the shareholders’ register of the CompanyDeposit Account with Lender; (iv) Confirmation that Borrower has received $3,000,000.00 in subordinated debt from Hibernia Corporation ("Hibernia"), the terms and -------- conditions of which are approved by Lender and such other documents as may be customary and required under applicable Law, or reasonably required by amount is deposited into the NotaryDeposit Account with Lender; b. Seller shall cause (v) Confirmation that DSI Acquisition, Inc. (a wholly owned subsidiary of Guarantor) has executed a $14,400,000 promissory note, a $6,000,000 promissory note, a $1,000,000 promissory note, and a $1,300,000 promissory note, each of which are payable to ▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇") to ---- finance the written shareholders’ resolution approving purchase of ▇▇▇▇' stock in Borrower, the transfer terms and conditions of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: which loan (i) shall become a duly legalized power-of-attorney with respect debt of Borrower upon the merger of DSI Acquisition, Inc. into Borrower, and (ii) are subordinate to execution of this deedthe Loan, and in all respects are approved by Lender; (vi) An executed copy of the Agreement for Sale of Stock (the "Stock Purchase Agreement") between Borrower, DSI Acquisition, Inc., ------------------------- Guarantor, and ▇▇▇▇, and all amendments thereto; and (vii) Confirmation that Borrower has deposited an additional $1,600,000 into the Deposit Account with Lender. (b) Lender's obligation to (i) make any advances under the Loan or (ii) and such other documents as may issue the Letters of Credit, shall be customary and required under applicable Lawsubject to the additional conditions precedent that, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, of such advance and signed by an executive officer of Buyer, certifying that each of the after giving effect thereto: (i) all representations and warranties of Buyer contained made by Borrower to Lender in this deed the Loan Documents are true and correct in correct, as if made on such date, (ii) all respects at documents and proceedings shall be reasonably satisfactory to legal counsel for Lender, (iii) no condition or event exists which constitutes an Event of Default (as hereinafter defined) or which, with the lapse of the date hereof; and f. Seller shall deliver to Buyer a certificatetime and/or giving of notice, dated as would constitute an Event of the date hereofDefault, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained (iv) all conditions precedent set forth in this deed are true and correct in all respects at and as of the date hereofsubparagraph (a) above shall have been satisfied.

Conditions Precedent. 2.1. 3.1.1 Conditions Precedent to be satisfied by the AAI‌ The obligations of the JVC hereunder are subject to the satisfaction by the AAI of the following are the conditions precedent (opschortende voorwaarden“AAI Conditions Precedent”) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver unless any such condition has been accepted waived by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the NotaryJVC as hereinafter provided: (i) (A) AAI shall have executed and delivered to the JVC a written shareholders’ resolution approving the transfer counterpart of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyShareholders Agreement; (ii) duly legalized powersAAI shall have executed and delivered to the JVC a counterpart of the CNS-of-attorney with respect to execution of this deedATM Agreement; (iii) AAI shall have executed and delivered to the shareholders’ register JVC a counterpart of the CompanyEscrow Agreement; (iv) AAI shall have provided to the JVC a list of all General Employees along with details of their designations, salary and such other documents employment related costs as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer part of a schedule of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above Operation Support Cost to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedAAI; (iiv) AAI shall have provided a list of all existing contracts and such other documents agreements between AAI or any Relevant Authority and any third party as may relatable to the Airport proposed to be customary and required under applicable Law, or reasonably required by the Notarytransferred/ novated to JVC pursuant to Article 5.1 hereof; d. Buyer (vi) AAI shall transfer have obtained and furnished to the [Purchase Price][Initial Purchase Price] JVC a copy of the approval of the GOI under Section 12 A (2) of the Airports Authority of India (Amendment) Act, 2003, authorizing the AAI to make a lease of the Airport; (vii) AAI shall have reviewed and commented on the Airport Operator Agreement in accordance with Article 4.2 hereof. e. Buyer shall deliver 3.1.2 (v) below. Provided however that AAI may offer comments to Seller a certificate, dated as of the date hereof, Airport Operator Agreement only if it does not contain and/or is inconsistent with the principles set forth in Schedule 8 hereunder and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereoffor no other reason; and f. Seller (viii) AAI shall deliver have executed and delivered to Buyer the JVC a certificate, dated as counterpart of the date hereof, and signed by a duly authorized signatory of Seller, certifying Lease Deed. Provided however that each of Parties agree that AAI shall execute the representations and warranties of Seller contained Lease Deed only after all other conditions precedent mentioned in this deed are true and correct in all respects at and as of the date hereofChapter 3 have been fulfilled.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior effectiveness of this Amendment is subject to the execution satisfaction of this deed: a. Buyer shall have delivered to the Notaryfollowing conditions precedent: (i) The Administrative Agent shall have received a counterpart of this Amendment (Aand any other documents necessary to evidence the transactions relating thereto) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyerthe Borrower, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws each of the Netherlands, or Consenting Lenders (Bso long as the Consenting Lenders shall constitute Required Lenders) duly adopted minutes of a duly convened shareholder’s meeting approving and the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyAdministrative Agent; (ii) duly legalized powers-of-attorney with respect to execution No Default or Event of this deedDefault shall exist; (iii) A Reaffirmation of Obligations Under Loan Documents (the shareholders’ register “Reaffirmation”) duly executed by the Borrower and each other Loan Party, in the form of the CompanyExhibit A attached hereto; (iv) Certified copies of resolutions of the board of directors (or equivalent thereof) of (x) the Borrower, approving the execution, delivery and such performance of this Amendment and the other documents as may to be customary executed in connection herewith and required under applicable Lawauthorizing the incurrence of the additional Obligations contemplated hereby and (y) each other Loan Party, or reasonably required by stating that such additional Obligations are entitled to benefits of the NotarySecurity Documents and other Loan Documents; b. Seller shall cause (v) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel to the written shareholders’ resolution approving Borrower and the transfer other Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters relating to this Amendment and the transactions contemplated hereby in form and substance satisfactory to the Administrative Agent and its counsel; (vi) A certificate of the First Tranche Subject Shares referenced chief financial officer of the Borrower demonstrating compliance on a Pro Forma Basis with the financial covenants contained in Article 2.1(a)(i)(A) above to be duly executed by SellerVI of the Credit Agreement after the NSC Acquisition is completed, if applicable. c. Seller shall deliver in form and substance satisfactory to the Notary:Administrative Agent; (vii) The Administrative Agent shall have received, for itself and on behalf of the Lenders, all fees and expenses contemplated by (i) a duly legalized power-of-attorney with respect to execution of this deedthat certain engagement letter dated February 8, 2011 between SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and the Borrower and (ii) Section 5 hereof; (iiviii) The Administrative Agent shall have received a duly executed copy of an amendment to the Note Purchase Agreement, in form and such other documents as may be customary substance satisfactory to the Administrative Agent and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofits counsel; and f. Seller shall deliver to Buyer a certificate(ix) Such other documents, dated instruments, agreements, certifications and opinions as the Administrative Agent, on behalf of the date hereofLenders, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofmay reasonably request.

Conditions Precedent. 2.1. The waiver and amendments contained herein shall only be effective upon the satisfaction of each of the following are the conditions precedent in a manner satisfactory to Agent: (opschortende voorwaardena) Agent shall have received counterparts of this Amendment No. 2, duly authorized, executed and delivered by Borrowers and Guarantors, and the Required Lenders; (b) Agent shall have received the consent or authorization from such Lenders as are required for the Transaction amendments provided for herein to occurexecute this Amendment No. 2 on behalf of the Lenders; (c) Agent shall have received, in form and substance reasonably satisfactory to Agent, the Amendment to the Mezzanine Note Intercreditor Agreement, duly authorized, executed and delivered by Mezzanine Note Agent, Borrowers and Guarantors; (d) Agent shall have received a true and correct copy of each consent, waiver or approval (if any) to or of this Amendment No. 2, which Seller Borrowers and Buyer declare Guarantors are required to obtain from any other Person, and such consent, approval or waiver (if any) shall be in form and substance reasonably satisfactory to Agent; (e) Agent shall have been satisfied received satisfactory evidence, in form and substance satisfactory to Agent, of the receipt by Parent on or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution date hereof of this deed:a net aggregate amount of not less than $10,000,000 in cash as an equity contribution by one or more of the Equity Investors and/or their respective Affiliates (excluding Borrowers and Guarantors); a. Buyer (f) Agent shall have delivered received satisfactory evidence, in form and substance satisfactory to Agent, of the receipt by Parent on or prior to the Notary:date hereof of a net aggregate amount of not less than $10,000,000 in cash as proceeds of loans made to Borrowers and Guarantors under the Mezzanine Note Documents, (g) Agent shall have received, in form and substance satisfactory to Agent, true, correct and complete copies of the Mezzanine Notes and all other agreements, documents or instruments related to the additional $10,000,000 loan to Borrowers and Guarantors under the Mezzanine Loan Documents; (h) Agent shall have received, in form and substance satisfactory to Agent, a true, correct and complete copy of the Mezzanine Fourth Amendment, providing for among other things, the issuance of not less than $10,000,000 of additional Mezzanine Notes and provision for the payment of interest as set forth in Section 9.9(g) of the Loan Agreement; (i) Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that the Acknowledged Events of Default (Aas defined in Section 21 hereof) a written shareholders’ resolution approving have been waived by the transfer Mezzanine Note Agent and the holders of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and Mezzanine Notes as of the date hereof. (j) Agent shall have received, in form and substance satisfactory to Agent, the letter agreement, duly authorized, executed and delivered by Borrowers and Guarantors, relating to the delivery by Borrowers to Agent of (i) a Deposit Account Control Agreement with respect to the deposit accounts of Specialty Steel maintained at PNC Bank and (ii) a lender’s loss payable endorsement with respect to the insurance of Borrowers; (k) Agent shall have received, in form and substance satisfactory to Agent, the Information Certificate, duly authorized, executed and delivered by Specialty Steel; (1) Agent shall have received, in form and substance satisfactory to Agent, evidence of insurance required under the Loan Agreement and under the other Financing Agreements with respect to Specialty Steel, and certificates of insurance policies naming Agent as loss payee; and (m) after giving effect to the waiver of the Acknowledged Events of Default described in Section 21 (a) hereof, no Event of Default shall have occurred and be continuing and no event shall have occurred or condition be existing and continuing which, with notice or passage of time or both, would constitute an Event of Default.

Conditions Precedent. 2.1The consent provided in Section 1 of this Amendment shall be effective upon the execution and delivery of this Amendment by the Borrowers and all of the DIP Lenders. The amendments provided in Section 2 of this Amendment is subject to the satisfaction of all of the following are the conditions precedent (opschortende voorwaarden) for the Transaction date upon which the following conditions precedent are satisfied, or the waived in writing by the Borrowers and all of the DIP Lenders, being referred to occur, which Seller herein as the “First Amendment Effective Date”): 3.1. The Borrowers and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer DIP Lenders shall have executed and delivered this Amendment, and the Borrowers shall have executed and delivered to the Notary: (i) (A) a written shareholders’ resolution approving DIP Agent for distribution to the transfer DIP Lenders replacement Notes in the amount of the First Tranche Subject Sharesrelevant DIP Revolving Credit Commitments after giving effect to this Amendment. 3.2. The Guarantors shall have executed their reaffirmation, duly executed by Buyeracknowledgment, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under consent in the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective space provided for that purpose below. 3.3. The Financing Order shall have been modified pursuant to an order acceptable to the articles Borrowers, the DIP Agent and the DIP Lenders. 3.4. The Borrower shall have paid the reasonable costs and expenses (including the reasonable fees and expenses of association of the Company; (iiDIP Agent’s counsel, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, its local counsel, Klehr, Harrison, Branzburg LLP, and its financial consultant, ▇▇▇▇▇▇▇ and Marsal) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required incurred by the Notary; b. Seller shall cause DIP Agent in connection with this Amendment and the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required transaction contemplated by the Notary; d. Buyer shall transfer DIP Credit Agreement as amended hereby for which the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereofBorrowers have received an invoice (it being understood that such costs and expenses remain subject to Bankruptcy Court approval). e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution effectiveness of this deed: a. Buyer shall have delivered to Amendment is expressly conditioned upon the Notarysatisfaction of each of the following conditions precedent: (ia) Agent shall have received this Amendment, duly authorized, executed and delivered by each Loan Party; (Ab) Agent shall have received, in form and substance satisfactory to Agent, the Ninth Amendment to the Revolving Loan Agreement (the “Ninth Revolving Amendment”), duly authorized, executed and delivered by Revolving Loan Agent, the Revolving Loan Lenders and each Loan Party; (c) Agent shall have received, in form and substance satisfactory to Agent, Amendment No. 1 to the Intercreditor Agreement, duly authorized, executed and delivered by Term Loan Agent and acknowledged and agreed to by each Loan Party; (d) the 2022 Rights Offering shall have been consummated and the Borrowers shall have received Net Cash Proceeds from the 2022 Rights Offering in an amount of not less than $49,000,000; (e) Agent shall have received payment from Borrowers of (or a written shareholders’ resolution approving the Borrower shall have otherwise released a wire transfer of the First Tranche Subject Sharessuch payment to Agent with respect to) all fees, duly executed by Buyer, Seller charges and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws disbursements of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective Agent and its counsel required to be paid pursuant to the articles Credit Agreement in connection with the preparation, execution and delivery of association of this Amendment and the CompanyOther Documents executed and delivered in connection herewith or related hereto (including the amendment fee set forth in Section 3 above); (iif) duly legalized powers-of-attorney all proceedings taken in connection with respect the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to execution of this deed; (iii) the shareholders’ register of the Company; (iv) Agent and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofits counsel; and f. Seller (g) on the date of this Amendment and after giving effect to the provisions of this Amendment and the transactions contemplated hereby, no Default or Event of Default shall deliver to Buyer a certificate, dated as exist or have occurred and be continuing. Agent shall notify the Borrowers in writing of the date hereofeffectiveness of this Amendment, which notice shall be conclusive and signed by a duly authorized signatory of Seller, certifying that each of binding on all parties to the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofCredit Agreement.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution provisions of this deedThird Amendment shall be effective as of the date on which all of the following conditions shall be satisfied: a. Buyer (a) the Borrower shall have delivered to the Notary: (i) (A) Granite Agent a written shareholders’ resolution approving the transfer fully executed counterpart of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Companythis Third Amendment; (iib) duly legalized powers-of-attorney with respect the Borrower shall have paid all costs and expenses owing to execution of this deedthe Granite Agent and its counsel on or before the date hereof; (iiic) the shareholders’ register of Granite Agent and the CompanySubordinated Lenders shall have indicated their consent and agreement by executing this Third Amendment; (ivd) the Borrower, the Holding Company, CTS, Specialty and such other documents as may be customary and required under applicable Law, or reasonably required by Realty shall have delivered certified copies of the Notary; b. Seller shall cause the written shareholders’ resolution resolutions of its Board of Directors approving the transfer execution, delivery and performance of this Third Amendment and the First Tranche Subject Shares referenced actions contemplated herein, in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver form and substance satisfactory to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedGranite Agent; (iie) and such other documents after giving effect to this Third Amendment, no Default or Event of Default shall have occurred or be continuing; (f) the Borrower shall have paid the Subordinated Lenders amendment fees in the aggregate of One Hundred Thirty Thousand Dollars ($130,000), as may be customary and required under applicable Law, or reasonably required directed by the NotaryGranite Agent, to compensate the Subordinated Lenders for entering into this Third Amendment, which amount, when paid, is not subject to refund or rebate and will be fully earned upon the Granite Agent and the Subordinated Lenders executing this Third Amendment; d. Buyer (g) the Granite Agent shall transfer have received fully executed copies of the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof.Third Amendment to Amended and Restated Revolving Credit and Term Loan Agreement dated December 2012 among Borrower, Holding Company, CTS, Realty, Specialty, and TD Bank, NA; and e. Buyer (h) the Granite Agent shall deliver have received a fully executed copy of the Amendment No. 2 to Seller a certificate, Management Agreement dated as of October 1, 2012 between Holding Company and Selway Capital, LLC (the date hereof"Second Amendment to Management Agreement"), and signed by an executive officer of Buyer, certifying that each of the representations Second Amendment to Management Agreement shall be in full force and warranties of Buyer contained in this deed are true effect and correct in all respects at and as of there shall not have been any further amendments or modifications to the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofManagement Agreement.

Conditions Precedent. 2.1. The This Amendment shall become effective as of the date (the “Amendment Effective Date”) on which each of the following are the conditions precedent shall have first been satisfied (opschortende voorwaardenor waived, with respect to the 2015A Term Commitment and the making of any 2015A Term Loans, by the 2015A Incremental Lenders, with respect to the 2015B Term Commitment and the making of any 2015B term Loans, by the 2015B Incremental Lenders, with respect to the amendments contained in Section 3, all 2014 Incremental Lenders, with respect to the amendments contained in Section 4, all 2014A Incremental Lenders, and with respect to the amendments contained in Section 5, all Lenders): (a) The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Guarantors, and each of the Lenders. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of (a) the general counsel of the Borrower and (b) ▇▇▇▇▇▇ & Bird LLP and other counsel for the Transaction to occurLoan Parties, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior covering such matters relating to the execution of Loan Parties or this deed:Amendment as the Administrative Agent shall reasonably request and otherwise in form and substance reasonably satisfactory to the Administrative Agent. a. Buyer (c) The Administrative Agent shall have received from the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party a certificate certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents and resolutions of such Loan Party previously delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney Administrative Agent with respect to execution such Loan Party in connection with the Credit Agreement have not been amended, supplemented or otherwise modified since the date of this deed;such delivery, or if any of the foregoing has been amended, supplemented or otherwise modified (or, in the case of resolutions, if any additional resolutions regarding the Amendment have been adopted), copies of such amendments, supplements, modifications or resolutions certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of such Loan Party. (iiid) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller The Administrative Agent shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller have received a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, Amendment Effective Date and signed by a duly authorized signatory of Seller, certifying that each Financial Officer of the representations Borrower, confirming that on the Amendment Effective Date: (i) the conditions set forth in paragraphs (a) and warranties (b) of Seller contained in this deed are true and correct in all respects at and as Section 4.02 of the Credit Agreement are satisfied, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.01 of the Credit Agreement both immediately before and immediately after the Amendment Effective Date and (iii) after giving effect to the 2015A Term Loans and 2015B Term Loans on a pro forma basis (assuming for purposes thereof that the 2015A Term Commitments and 2015B Term Commitments have been fully drawn), the Borrower and its Restricted Subsidiaries will be in compliance with a Senior Secured Leverage Ratio of not greater than 2.00:1.00. (e) The Administrative Agent and each applicable Lender shall have received all fees agreed to in writing by the Borrower and the Administrative Agent and to the extent invoiced at least one Business Day prior to the date hereofof this Amendment, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 9.03(a) of the Credit Agreement.

Conditions Precedent. 2.1. 2.1 The modifications to the Loan Agreement described in Article 1 of this Amendment shall become effective on that date (the "Effective Date") on which each of the following are documents (collectively, the conditions precedent (opschortende voorwaarden"Amendment Documents") for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted executed by Seller each of the parties to them and Buyer) prior delivered to the Agent, on behalf of the Banks, and when the Agent determines to its satisfaction that each other condition set forth below has been fulfilled: A. This Amendment, duly executed by the Borrower, Agent and each of the Banks; B. The Revolving Notes payable by Borrower to the order of each of the Banks, in the forms of Ex▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇ ▇▇▇ ▇-▇ ▇o this Amendment, duly executed and delivered on behalf of Borrower; C. The Wabash Guaranty Agreement in the form of Exhibit K to this Amendment, duly executed on behalf of Wabash; and D. Certified Resolutions of the Board of Directors of the Borrower, authorizing the execution and delivery by Borrower of this deed:Amendment, each of the Revolving Notes and each of the other Amendment Documents executed and delivered by the Borrower; a. Buyer E. Certified Resolutions of the Board of Directors of Wabash, authorizing the execution and delivery of the Wabash Guaranty Agreement in the form of Exhibit K to this Amendment; F. Supplemental written opinions of counsel to the Borrower and Wabash, respectively, substantially in the form of Exhibits H-1 and H-2 attached to and made a part of this Amendment; G. A copy of an amendment, as executed and delivered by the Borrower and each of the Note Purchasers, to the Note Purchase Agreement, modifying certain financial covenants contained in the Note Purchase Agreement to the satisfaction of the Banks and otherwise in form and substance satisfactory to the Banks; and H. Borrower shall have delivered to Agent a certain letter agreement in the Notary: (i) (A) a written shareholders’ resolution approving form requested by Agent from Borrower confirming Borrower's agreement to pay the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant fees to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicableAgent described therein. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The following are This Sixth Amendment shall become effective as of the first date (the “Sixth Amendment Effective Date”) when each of the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare set forth in this Section 5 shall have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notarysatisfied: (a) the Agent shall have received counterparts of (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly this Sixth Amendment executed by Buyerthe Borrowers, Seller each other Loan Party, the Agent and Oil & Gas Technology Consultants the Lenders and (Netherlandsii) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of Sixth Amendment Fee Letter executed by the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving Borrowers and the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyAgent; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iiib) the shareholders’ register Agent shall have received an executed copy of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver an amendment to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificateABL Credit Agreement, dated as of the date hereofSixth Amendment Effective Date, in form and signed by substance satisfactory to the Agent; (c) the Agent shall have received an executive officer of Buyer, certifying that each of executed consent under the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificateIntercreditor Agreement, dated as of the Sixth Amendment Effective Date, in form and substance satisfactory to the Agent; (d) the Agent shall have received a Secretary’s certificate for each Loan Party certifying as to (i) true and complete copies of all Organization Documents of such Loan Party attached thereto, (ii) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (iii), incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (e) the Agent shall have received an updated Budget, in form and substance satisfactory to the Agent; (f) the Agent shall have received Uniform Commercial Code search results showing only those Liens as are acceptable to the Agent and ▇▇▇▇▇▇▇; (g) the Agent shall have received a certificate signed by a Responsible Officer of the Borrower Agent certifying that, after giving effect to this Amendment, (i) each Borrower is Solvent and (ii) the Loan Parties, taken as a whole, are Solvent; and (h) the Agent shall have been paid all fees and expenses (including all reasonable and documented out-of-pocket costs, fees and expenses of counsel to the Agent in an amount equal to $185,000) owing in connection with the execution and delivery of this Sixth Amendment, including pursuant to (i) the Sixth Amendment Fee Letter, dated the date hereof, by and signed by a duly authorized signatory of Seller, certifying that each of among the representations Borrowers and warranties of Seller contained in this deed are true the Agent and correct in all respects at and as of (ii) the date hereofAmended Credit Agreement.

Conditions Precedent. 2.1. The amendments set forth herein shall be effective upon the satisfaction of each of the following are the conditions precedent (opschortende voorwaarden) for in a manner reasonably satisfactory to Agent: 8.1 Agent shall have received an original or facsimile of this Amendment, duly authorized, executed and delivered by Borrowers and Guarantors; 8.2 Agent shall have received, in form and substance reasonably satisfactory to Agent, each of the Transaction New Guarantor Supplemental Agreements, as duly authorized, executed and delivered by the parties thereto; 8.3 Agent shall have received, in form and substance reasonably satisfactory to occurAgent, which Seller a true, correct and Buyer declare have been satisfied or waived (complete copy of the Stock Purchase Agreement, duly authorized, executed and which waiver delivered by the parties thereto, and evidence reasonably satisfactory to Agent that the New Guarantor Stock Acquisition has been accepted by Seller and Buyer) prior to consummated in accordance with the terms of the Stock Purchase Agreement, as in effect on the date of execution of this deed:thereof; a. Buyer 8.4 Parent shall have delivered to Agent, in form and substance reasonably satisfactory to Agent, an amendment to the Notary:Pledge and Security Agreement previously executed by Parent in favor of Agent; 8.5 Agent shall have received from New Guarantor (i) (Aa) a written shareholders’ resolution approving the transfer copy of the First Tranche Subject SharesCertificate of Incorporation for New Guarantor, duly executed by Buyerand all amendments thereto, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required certificated by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer Secretary of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution State of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated its jurisdiction of incorporation as of the most recent practicable date hereof, and signed by an executive officer of Buyer, certifying that each of the representations foregoing documents remains in full force and warranties effect and has not been modified or amended, except as described therein, (b) a copy of Buyer contained in this deed are true its By-Laws, certified by the Secretary of New Guarantor, and correct in all respects at and as (c) a certificate from the Secretary of New Guarantor dated the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, hereof certifying that each of the representations foregoing documents remains in full force and warranties effect and have not been modified or amended, except as described therein; 8.6 Agent shall have received, in form and substance reasonably satisfactory to Agent, from New Guarantor, Secretary’s Certificates of Seller contained Directors’ Resolutions, Corporate By-laws and Incumbency evidencing the adoption and subsistence of corporate resolutions approving the execution, delivery and performance by New Guarantor of this Amendment and the agreements, documents and instruments to be delivered pursuant to this Amendment; 8.7 Agent shall have received, in form and substance reasonably satisfactory to Agent, a Secretary’s Certificate from Parent and each Borrower, with respect to, among other things, resolutions of the Board of Directors (or the equivalent) of Parent and such Borrower evidencing the adoption and subsistence of resolutions approving the execution, delivery and performance by Parent and such Borrower of this deed are true Amendment and correct the Loan Agreement as amended by this Amendment. 8.8 Agent shall have received good standing certificates (or its equivalent) from the Secretary of State (or comparable official) from each jurisdiction where the nature and extent of the business transacted by New Guarantor or ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; 8.9 Agent shall have received, in form and substance reasonably satisfactory to Agent, such opinions of counsel to Parent, New Guarantor and the Borrowers with respect to the matters contemplated by this Amendment, addressed to Agent, as Agent shall reasonably require; 8.10 After giving effect to the amendments provided for herein, no Default or Event of Default shall exist or have occurred; 8.11 Agent shall have received UCC, Federal and State tax lien and judgment searches against New Guarantor in all respects at relevant jurisdictions, as reasonably determined by Agent; and 8.12 Agent shall have received evidence of insurance and loss payee endorsements required under the Loan Agreement and under the other Financing Agreements with respect to Parent, New Guarantor and the Borrowers, in form and substance reasonably satisfactory to Agent, and certificates of insurance policies and/or endorsements naming Agent as of the date hereofloss payee.

Conditions Precedent. 2.1. The effectiveness of the amendments and waivers contained herein shall be subject to the satisfaction of the following are conditions precedent in a manner acceptable to Agent (the date upon which all of the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare set forth in Section 7 hereof shall have been satisfied in a manner acceptable to Agent shall be referred to herein as the “Effective Date”): (a) the receipt by Agent of an original of this Amendment No. 1, duly authorized, executed and delivered by Borrowers and Guarantor on the date hereof; (b) the receipt by Agent of the $37,500 fee referred to in Section 5(a) hereof on the date hereof; (c) all requisite corporate action and proceedings in connection with this Amendment No. 1 shall be satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including records of requisite corporate action and proceedings, which Agent may have requested in connection therewith, such documents where requested by Agent or waived its counsel to be certified by appropriate corporate officers or governmental authorities on the date hereof; (d) the receipt by Agent of a true, correct and which complete copy of the waiver has been accepted by Seller of the Term Loan Agent and BuyerTerm Loan Lenders with respect to any “Event of Default” arising under the Term Loan Documents (as such term is defined in the Term Loan Documents) prior to the execution of this deed: a. Buyer shall have date hereof as duly authorized, executed and delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller Term Loan Agent and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyTerm Loan Lender; (iie) duly legalized powers-of-attorney the receipt by Agent of an original fully executed amendment to the letter agreement, dated October 29, 2002, by Borrowers and Guarantor in favor of Agent with respect to execution the delivery of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized powercertain post-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of closing items on the date hereof; and f. Seller shall deliver to Buyer a certificate, dated (f) as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each all of the representations foregoing conditions precedent shall have been satisfied, no Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred and warranties be continuing on such date (after giving effect to the provisions hereof); provided, that, the Effective Date shall not occur after the earlier of: (i) March 28, 2003 or (ii) the occurrence of Seller contained in this deed are true and correct in all respects at and as any of the date hereofevents or actions described in Section 3(a)(i) through (iv) hereof or (iii) the occurrence of any Event of Default (other than an Existing Default) or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred.

Conditions Precedent. 2.1. 2.1 The obligation of the Seller to effect the Completion shall be subject to the following are conditions, except to the conditions precedent (opschortende voorwaarden) for extent waived by the Transaction to occur, which Seller in accordance with clause 2.8: 2.1.1 The Buyer’s Warranties shall be true and Buyer declare correct as of the Completion Date as if made on and as of the Completion Date; 2.1.2 The Equipment Purchase Agreement shall have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by the Buyer; 2.1.3 The Financial Statements shall have been agreed and executed by the Parties and the Company; and 2.1.4 Any and all documents reasonably requested by the Seller, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under including without limitation the Laws application documents that are required to complete the SAMR registration for registering the Buyer as the sole shareholder of the Netherlands, or (B) Company shall have been duly adopted minutes of a duly convened shareholder’s meeting approving executed by the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of Buyer and/or the Company; (ii) duly legalized powers-of-attorney with 2.1.5 The termination agreement in respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller Joint Venture Contract shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be have been duly executed by Seller, if applicablethe Buyer; and 2.1.6 The Buyer shall have performed the obligations and complied with the covenants set forth in this Agreement that are required to be performed or complied with by it at or prior to the Completion. c. Seller 2.2 The obligation of the Buyer to effect the Completion shall deliver be subject to the Notary: (i) a duly legalized power-of-attorney with respect following conditions, except to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required the extent waived by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof.clause 2.8: e. Buyer 2.2.1 The Seller’s Warranties shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are be true and correct in all respects at material respect as of the Completion Date as if made on and as of the date hereofCompletion Date; 2.2.2 The Financial Statements shall have been agreed and executed by the Parties and the Company; 2.2.3 The Equipment Purchase Agreement shall have been duly executed by the Seller; 2.2.4 The Termination Agreements shall have been duly executed by the Company and the Seller and its Affiliates; 2.2.5 The Amendment Agreement in respect of the Premise Lease Agreement and the Administrative Service Agreement shall have been executed by the Company and Xiamen San'an Integrated Circuit Co., Ltd.; and f. 2.2.6 Any and all documents reasonably requested by the Buyer, including without limitation the application documents that are required to complete the SAMR registration for registering the Buyer as the sole shareholder of the Company shall have been duly executed by the Seller and/or the Company. 2.3 This Agreement shall automatically terminate and cease to have effect (except as provided in clause 2.4) at 6.00pm (Beijing time) on the Longstop Date, if any of the Conditions are not satisfied (or waived by the Seller or the Buyer in accordance with clause 2.8) by or before that date. 2.4 If this Agreement terminates in accordance with clause 2.3, it will immediately cease to have any further force and effect except for: 2.4.1 any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement (including clause 1 (Interpretation), clause 2 (Conditions precedent), clause 7 (Limitations on claims), clause 8 (Confidentiality and announcements) and clause 12 (Entire Agreement) to clause 22 (Governing law and jurisdiction) (inclusive)), each of which shall remain in full force and effect; and 2.4.2 any rights, remedies, obligations or liabilities of the Parties that have accrued before termination. 2.5 The Seller and the Buyer shall use their best endeavours to procure (so far as it lies within their respective powers so to do) that the Conditions are satisfied as soon as practicable and in any event no later than the Longstop Date. 2.6 The Buyer and the Seller shall deliver co-operate fully in all actions necessary to Buyer a certificate, dated as procure the satisfaction of the date hereofConditions including (but not limited to) the provision by the Parties of all information reasonably necessary to make any notification or filing as required by any relevant authority, and signed by a duly authorized signatory of Seller, certifying that each keeping the other Party informed of the representations progress of any notification or filing and warranties providing such other assistance as may reasonably be required. 2.7 Each Party shall promptly notify the other Party in writing if it becomes aware of Seller contained in this deed are true and correct in all respects at and as any fact, event, matter or circumstance that has prevented or might reasonably be expected to prevent any of the date hereofConditions from being satisfied by or before the Longstop Date. 2.8 Each Party may, to the extent that it is legally entitled to do so and to such extent as it thinks fit (acting reasonably at all times), waive any of the Conditions by notice in writing to the other Party.

Conditions Precedent. 2.1. The following are all of the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution effectiveness of this deedAmendment and the agreements of the Lender hereunder: a. Buyer shall have delivered 4.1. payment to the Notary: Lender in immediately available funds of (i) the fees due on the date hereof as set forth in the Fee Letter and (Aii) a written shareholders’ resolution approving all documented out-of-pocket expenses, including, without limitation, reasonable attorneys' fees and disbursements, incurred by the transfer Lender through the date hereof, in accordance with Section 10 hereof; 4.2. receipt by Lender of the First Tranche Subject Sharesthis Twelfth Amendment, duly executed by Buyerthe Borrowers and Obligors; 4.3. receipt by Lender of the original executed copy of that certain Third Amended and Restated Term Promissory Note dated as of even date hereof issued by Borrowers to Lender in the initial principal amount of One Million Seven Hundred Thousand Dollars ($1,700,000) ("Term Note"); 4.4. receipt by Lender of the Fee Letter, Seller duly executed by Borrowers; 4.5. receipt by Lender of all historical financial information concerning MAH and Oil & Gas Technology Consultants projected financial information concerning Parent (Netherlandsafter giving effect to the Modine Merger) Coöperatie U.A.and the other Borrowers as reasonably requested by Lender and such financial information shall be in form and substance reasonably satisfactory to Lender; 4.6. Lender shall have completed a field examination of the Collateral constituting Aftermarket Assets (as defined in the Modine Merger Agreement) and any other property and other assets of MAH immediately prior to the Modine Merger, a cooperative the results of which shall be reasonably satisfactory to Lender, in Lender's reasonable discretion; 4.7. receipt by Lender of the Amended and Restated Information Certificate of the Parent, which shall be accurate and complete in all material respects (coöperatieafter giving effect to the Modine Merger, the GO/▇▇▇ Merger and the name change referenced above) incorporated and duly executed by the Parent ("Parent Information Certificate"); 4.8. receipt by Lender of the Collateral Assignment of Modine Merger Documents, in form and substance reasonably satisfactory to Lender, duly executed by Transpro and consented to by Modine and MAH ("Collateral Assignment"); 4.9. receipt by Lender of evidence of insurance (reflecting that the Aftermarket Assets (as defined in the Modine Merger Agreement) and the other Collateral are adequately insured) and loss payee endorsements required under the Laws Loan Agreement and the Financing Agreements, in form and substance reasonably satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as loss payee; 4.10. receipt by Lender of the Netherlandsfollowing, or (B) each in form and substance reasonably satisfactory to Lender: evidence that the Modine Merger Documents have been duly adopted minutes of a duly convened shareholder’s meeting approving executed and delivered by and to the transfer appropriate parties thereto; 4.11. receipt by Lender of the First Tranche Subject Sharesfollowing, each in form and substance reasonably satisfactory to Lender: evidence that the GO/▇▇▇ Merger Documents have been duly executed and delivered by and to the appropriate parties thereto; 4.12. receipt by Lender of true, accurate and complete copies, executed if applicable, of each of the Modine Merger Documents and the GO/▇▇▇ Merger Documents; 4.13. receipt by Lender of written notice from Borrowers, which in specifies each case is effective pursuant of the conditions precedent to the articles of association of the CompanyModine Merger Agreement waived by Transpro, MAH or Modine (if any); (ii) duly legalized powers-of-attorney 4.14. receipt by Lender of UCC, tax and other searches with respect to execution each Borrower and Obligor and of this deedthe release of all security interests and liens not permitted under the terms of the Financing Agreements; (iii) the shareholders’ register 4.15. receipt by Lender of the Company;corporate resolutions of Borrowers authorizing the Borrowers to consummate the transactions contemplated hereunder; and (iv) 4.16. Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to Borrowers with respect to this Twelfth Amendment, the Term Note, the Collateral Assignment, and such other documents matters as Lender may be customary and required under applicable Law, or reasonably required by the Notaryrequest; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that 4.17. each of the representations and warranties of Buyer contained set forth in this deed are true Section 6 hereof is true, accurate and correct in all material respects at and as of the date hereof (or such other date referenced in Section 6 hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof).

Conditions Precedent. 2.1. The following are (a) For purposes of Section 10.01 of the conditions precedent (opschortende voorwaarden) for Credit Agreement, each of the Transaction Lenders and the Agent hereby consents and agrees, as of the Effective Date referred to occurbelow, which Seller to the terms and Buyer declare have been satisfied or waived provisions of this Fourth Amendment subject to the Agent's receipt of (and which waiver has been accepted the effectiveness of this Fourth Amendment shall be conditioned upon such receipt by Seller the Agent of) the Subparagraph 4(b) Documents (as defined below) in the manner and Buyeron the date specified in subparagraph 4(b) prior below. (b) For purposes hereof, the Agent shall receive on the date of the execution and delivery of this Fourth Amendment by all parties hereto (the "Effective Date") the following documents in form and substance satisfactory to the execution of this deed: a. Buyer shall have Agent and the Lenders and other items (collectively, the "Subparagraph 4(b) Documents") either as copies thereof via telecopy with the originals delivered to the NotaryAgent promptly after the Effective Date or as originals: (i) (A) a written shareholders’ resolution approving Duly executed counterpart of this Fourth Amendment signed by the transfer of Agent, the First Tranche Subject SharesLenders, duly executed by Buyer, Seller the Guarantors and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyBorrower; (ii) duly legalized powers-of-attorney with respect Duly executed counterparts of all agreements, certificates, affidavits, financing statements and other agreements, instruments and writings set forth on the checklist attached hereto as Exhibit B (the "Checklist"), such items to execution of this deedbe in form and substance reasonably satisfactory to Agent and Lenders; (iii) Unless waived by the shareholders’ register of Agent and Lenders in writing, all other documents and items set forth in the Companyattached Checklist not included in paragraph 4(b)(ii) above in form and substance reasonably satisfactory to Lenders and Agents; (iv) (A) a check in the amount of $34,180.00 payable to the order of Thacher Proffitt & Wood on account of the reasonable Agent's legal ▇▇▇▇ an▇ ▇▇sbursement to date incurred in connection with this Fourth Amendment and such other documents as may be customary matters in connection therewith, (B) a check in the amount of $6,300.00 payable to the order of The Chase Manhattan Bank to reimburse Chase for the reasonable allocated costs of its internal counsel to date incurred in connection with this Fourth Amendment and required under applicable Lawother matters in connection therewith and (C) a check in the amount of $1,700.00 payable to the order of Finn, or reasonably required Dixon & Herling LLP, on account of Fleet's reasonable legal fee▇ ▇▇ ▇▇te in connection with this Fourth Amendment and other matters in connection therewith. (c) If requested, in writing, by the Notary; b. Seller Borrower, Agent shall cause confirm, in writing, the written shareholders’ resolution approving the transfer satisfactory receipt by Agent of the First Tranche Subject Shares referenced items set forth in Article 2.1(a)(i)(Aparagraph 4(b) above to be duly executed by Sellerabove, if applicablepromptly upon Agent's receipt of all such items. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The following are As provided in Section 2 above, the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior amendments to the execution of this deed: a. Buyer Credit Agreement contemplated hereby shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is become effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereofnotified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and signed by properties substantially as an executive officer entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of Buyer, certifying the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Exhibit L-4 Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) ▇▇▇▇▇▇▇▇ Chance, Luxembourg with respect to Luxembourg law and in relation to the Borrower and in the form attached hereto as Exhibit E hereto, (vi) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit F hereto and (vi) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Grandparent Holdco, Parent Holdco, Irish Subsidiary Holdco, AIL and AICL in the form attached hereto as Exhibit G hereto. (d) The representations and warranties of Buyer contained in this deed are Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all respects at material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofbe continuing.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller This Waiver and Buyer declare have been satisfied or waived (Third Amendment shall become effective and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is be deemed effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereofwhen, and signed only when, all of the following conditions have been satisfied as determined in the Agent’s sole discretion (the date of such effectiveness being herein called the “Waiver and Third Amendment Effective Date”): (a) the Agent shall have received an executed counterpart of this Waiver and Third Amendment duly executed by an executive officer of Buyer, certifying that each of the Obligors and each of the Lenders; (b) the Term Loan Agent and each Term Loan Lender shall have entered into the Term Loan Waiver and Amendment No. 3 and the Obligors shall have delivered a certified copy of such Term Loan Waiver and Amendment No. 3 to the Agent and each of the Lenders, and such Term Loan Waiver and Amendment No. 3 shall be in form and substance acceptable to the Agent; (c) all representations and warranties of Buyer contained in this deed are Waiver and Third Amendment shall be true and correct in all respects at material respects, except to the extent such representations and warranties speak as to an earlier date, in which case the same are true, correct and complete as to such earlier date; (d) no Default or Event of Default (other than the Specified Defaults) shall have occurred and be continuing under the Loan Agreement or any of the date hereofother Loan Documents; (e) the Obligors shall have paid all costs and expenses of the Agent (including legal fees and expenses) for which summary invoices have then been delivered to Obligors (which delivery of such summary invoices shall not constitute or result in a waiver of any right or privilege); (f) the Agent shall have received revised Schedules 8.5, 9.14, 10.2.1 to the Loan Agreement; (g) the Obligors shall have used the net proceeds of the Equity Financing in an amount not less than $21,000,000 to pay down the Revolving Loan Obligations of the Obligors; and f. Seller (h) the Agent shall deliver to Buyer have received a certificate, dated as closing certificate executed by a Senior Officer of the date hereof, and signed by a duly authorized signatory of SellerBorrower Agent, certifying that each of the representations and warranties of Seller contained conditions set forth in this deed are true and correct in all respects at and as of the date hereofSection 5 have been satisfied.

Conditions Precedent. 2.1. Section 4.1 The effectiveness of this Amendment, including, without limitation, the waivers and other agreements contained in ARTICLE 3 hereof, is conditioned upon satisfaction of each of the following are the conditions precedent (opschortende voorwaarden) for the Transaction to occurprecedent, each of which Seller and Buyer declare must have occurred or have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior complied with to the execution reasonable satisfaction of the Agent: (a) the amendment and waiver fee required to be paid in accordance with SECTION 5.2 of this deed:Amendment shall have been paid in full to the Agent; a. Buyer (b) the Borrower shall have delivered to the Notary:Agent (which is contemplated to occur substantially simultaneously with the delivery of this Amendment) a draft (current as of the date of delivery of this Amendment) of the restated, audited financial statements of the Borrower and its consolidated Subsidiaries as of and for the period ended December 31, 1996, and a draft of the audit opinion of Ernst & Young LLP to be delivered in connection therewith, which draft financial statements shall not differ materially (within the meaning of GAAP) from the draft of such audited financial statements dated April 14, 1997, previously delivered to the Agent and the Lenders, and which draft opinion shall be acceptable to the Agent in form and substance; (c) the letter agreement in the form set forth as FIRST AMENDMENT EXHIBIT A to this Amendment shall have been executed by the holder of the ▇▇▇▇▇▇▇▇▇▇ Subordinated Note and the Borrower, and the Borrower shall have delivered a fully executed counterpart of such letter agreement to the Agent; (i) (Aall interest accrued on the Loans in accordance with SECTION 2.4(A) a written shareholders’ resolution approving the transfer of the First Tranche Subject SharesCredit Agreement, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlandsii) Coöperatie U.A., a cooperative (coöperatieall Commitments Fees accrued with respect to the Commitments in accordance with SECTION 2.11(A) incorporated under the Laws of the Netherlands, or Credit Agreement and (Biii) duly adopted minutes all letter of a duly convened shareholder’s meeting approving the transfer credit fees payable in accordance with SECTION 2.14(C) of the First Tranche Subject SharesCredit Agreement, which in each case is effective pursuant for the period from August 16, 1996, through April 13, 1997, which (in accordance with the Credit Agreement as in effect prior to this Amendment) were (based upon the restated financial statements of the Borrower) payable by the Borrower at any time during such period but have not previously been paid by the Borrower shall have been paid by the Borrower to the articles of association Agent, for the account of the CompanyLenders, in accordance with the Credit Agreement; and the Borrower agrees that the amounts referred to in CLAUSES (I), (II) and (III) immediately preceding are $295,878.82, $193,603.48 and $25,258.63, 29 respectively; (iie) duly legalized powers-of-attorney with respect no Default or Event of Default shall exist as of April 14, 1997, immediately after giving effect to execution of this deedAmendment; (iiif) the shareholders’ register each of the CompanySubsidiary Guarantors and Subsidiary Pledgors shall have consented to this Amendment and ratified and confirmed all of its indebtedness, liabilities and obligations under, and all of its Liens granted pursuant to or evidenced by, each of the Security Documents and other Loan Documents to which it is a party pursuant to agreements satisfactory in form and substance to the Agent, the Documentation Agent and the Managing Agent; (ivg) the Borrower shall have delivered to the Agent a true, correct and such other documents complete copy of the Articles of Incorporation of the Borrower as may be customary and required under applicable Law, or reasonably required certified by the NotarySecretary of State of California and the Bylaws of the Borrower as certified by the Secretary of the Borrower; b. Seller (h) the Agent shall cause have received legal opinions, addressed to the written shareholders’ resolution approving Agent, the transfer Documentation Agent, the Managing Agent, the Co-Agents and the Lenders, rendered by the General Counsel of the First Tranche Subject Shares referenced Borrower and Mayor, Day, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver form and substance satisfactory to the Notary:Agent; (i) a duly legalized power-of-attorney the Borrower shall have delivered the Pro Formas and the Projections to the Agent; (j) this Amendment and the other Loan Documents executed in connection herewith shall be valid and enforceable (except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights and general principles of equity) with respect to and against, respectively, the Borrower and its Subsidiaries who are parties thereto; and (k) each of SCHEDULES 9.5 and 9.12 referred to in SECTIONS 2.13 and 2.15, respectively, of this Amendment shall have been delivered to the Lenders and shall have been agreed to in writing by the Borrower and the Agent (and the Required Lenders by virtue of their execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereofAmendment). e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. 3.1 The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (Seller 2 agree and which waiver has been accepted by understand that the sale and purchase of the Sale Shares and Seller and Buyer) prior 2 Sale Shares respectively, is subject to the execution fulfilment of this deedthe following conditions and delivery (to the Purchaser) of the supporting documents, by the Seller, in a form and substance satisfactory to the Purchaser, unless otherwise waived by the Purchaser in writing in its absolute discretion: a. Buyer shall have delivered 3.1.1 A certificate from a Chartered Accountant in the format prescribed under Form 15CB, setting out the applicable amount of tax to be deducted by the Purchaser on the Purchase Consideration payable to the Notary:Seller together with any information / documents required by the Purchaser to ascertain the amount of such tax to be deducted by the Purchaser; 3.1.2 Delivery of the certified true copy of the tax identification number and the tax residency certificate of the Seller in Canada by the Seller to the Purchaser; 3.1.3 Transfer of the Products Business (iincluding all liabilities in relation to the Products Business) (A) by the Company to AllSight India in a written shareholders’ resolution approving form and manner satisfactory to the Purchaser together with the delivery of the supporting documents and the business transfer agreement in this regard by the Seller to the Purchaser; 3.1.4 Payment of all indirect taxes, stamp duties and registration fees by AllSight India in connection with, and resulting from, the transfer of the First Tranche Subject SharesProducts Business by the Company to AllSight India; 3.1.5 Execution of a non-compete agreement by and amongst the Purchaser, duly executed Seller, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in a form acceptable to the Purchaser; 3.1.6 Execution of a non-compete agreement by Buyer, and between Mastech India and Seller 2 in a form acceptable to the Purchaser; 3.1.7 Execution of a transitional services agreement by and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., between the Company and AllSight India in a cooperative (coöperatie) incorporated under form acceptable to the Laws Purchaser; 3.1.8 Cancellation of the Netherlandsstock option plan dated 1 October 2013 (“ESOP Scheme”) pursuant to which InfoTrellis Canada has granted options to its employees and the employees of its affiliates to purchase its shares (“Stock Option”) on the terms as set out in the ESOP Scheme, or (B) duly adopted minutes and the delivery of a duly convened shareholder’s meeting written confirmation to this effect by the Seller to the Purchaser; 3.1.9 Delivery of an option surrender letter (in a form acceptable to the Purchaser) by each employee of the Company (to whom Stock Options have been issued) to InfoTrellis Canada in terms of which such employee should relinquish his or her right to exercise the Stock Options in writing; and 3.1.10 The Company and the Seller to deliver to the Purchaser, satisfactory documentary proof (including but not limited to the resolution of the Board approving the Original Share Transfer and the transfer of notices from the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association Original Shareholders of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) evidencing the shareholders’ register satisfaction of the Company;conditions as prescribed under article 7 and article 8 of the Articles in the context of the consummation of the Original Share Transfer. 3.2 The Seller shall ensure that the conditions precedent as set out in Clause 3.1 above are satisfied (ivto the extent not waived by the Purchaser in writing) and within 5 (Five) days (or such other documents date as may be customary and required under applicable Law, or reasonably required mutually agreed by the Notary; b. Parties in writing) from the Execution Date. The Seller shall cause promptly give notice to the written shareholders’ resolution approving the transfer Purchaser, in writing, of the First Tranche Subject Shares referenced satisfaction of the conditions set out in Article 2.1(a)(i)(A) Clause 3.1 above, together with the documentary evidence thereof, wherever applicable, immediately upon becoming aware of the same (“Seller’s CP Satisfaction Notice”). It is clarified that the receipt of the Seller’s CP Satisfaction Notice shall not be deemed to imply that the Purchaser is satisfied that all the conditions set forth in Clause 3.1 above to be duly executed have been satisfied by the Seller, if applicable. c. Seller shall deliver to unless the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required Purchaser has confirmed its satisfaction by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as acknowledgment of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof’s CP Satisfaction Notice.

Conditions Precedent. 2.1. The following are This Amendment shall become effective as of 12:01 a.m. (New York City time) on October 1, 2024 upon the conditions precedent (opschortende voorwaarden) for notice from the Transaction Administrative Agent to occur, which the Seller and Buyer declare have been satisfied or waived (Purchasers that the Administrative Agent has received, in each case in form and which waiver has been accepted by Seller and Buyer) prior substance satisfactory to the execution of this deed: a. Buyer shall have delivered to Administrative Agent, the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Sharesfollowing, duly executed by Buyerall parties thereto (the “Twenty-Sixth Amendment Effective Date”); provided, that the Administrative Agent may, acting on the instructions of the Purchasers, waive any of the following conditions precedent: (a) this Amendment; (b) the Joinder Agreement to Servicing Agreement, dated on or about the date hereof, between the Master Servicer and the New Spanish Originator; (c) the Second Amended and Restated Spanish Receivables Purchase Agreement, dated on or about the date hereof, among the New Spanish Originator, the Seller Agent, the Seller and Oil & Gas Technology Consultants the Administrative Agent, formalized as a Spanish notarial deed (Netherlandsescritura pública); (d) Coöperatie U.A.a notice from the Exiting Spanish Originators to the Seller and the Administrative Agent, dated on a cooperative date at least ten (coöperatie10) incorporated under Business Days prior to the Laws of date hereof, irrevocably terminating the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving Exiting Spanish Originators’ right to sell Receivables to the transfer of the First Tranche Subject Shares, which in each case is effective Seller pursuant to the articles of association of the CompanySpanish RPA; (iie) duly legalized powers-of-attorney with respect an Assignment of Repurchased Receivables, dated on or about the date hereof, among BISA, the Seller Agent and the Seller (the “BISA Assignment of Repurchased Receivables”), pursuant to execution of this deedwhich the Subject Receivables for which BISA was the Spanish Originator shall be sold, transferred and assigned by the Seller to BISA, formalized as a Spanish notarial deed (escritura pública); (iiif) an Assignment of Repurchased Receivables, dated on or about the shareholders’ register date hereof, among Bilbao, the Seller Agent and the Seller (the “Bilbao Assignment of Repurchased Receivables”; the CompanyBISA Assignment of Repurchased Receivables and the Bilbao Assignment of Repurchased Receivables shall each be referred to collectively as the “Exiting Spanish Originators Assignments of Repurchased Receivables” and, individually, as an “Exiting Spanish Originator Assignment of Repurchased Receivables”), pursuant to which the Subject Receivables shall be sold, transferred and assigned by the Seller to the applicable Exiting Spanish Originator, formalized as a Spanish notarial deed (escritura pública); (ivg) an Assignment and such other documents as may be customary Assumption Agreement, dated on or about the date hereof, among BISA, the New Spanish Originator, the Master Servicer and required under applicable Lawthe Seller, or reasonably required by pursuant to which BISA assigns certain servicing and repurchase obligations to the NotaryNew Spanish Originator; b. Seller shall cause (h) the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary:BISA Sale Contract Assignment and Assumption Agreement; (i) a duly legalized power-of-attorney Deed of Charge, dated on about the date hereof, between the New Spanish Originator and the Administrative Agent, with respect to execution of this deedthe Spanish Collection Accounts held with JPMorgan Chase Bank, N.A. London (“JPM London”); (iij) a Blocked Account Control Agreement, dated on or about the date hereof, among the New Spanish Originator, the Administrative Agent and JPM London; (k) a Pledges over Spanish Collection Account, governed by Spanish law, dated on or about the date hereof, among the New Spanish Originator, the Seller and the Administrative Agent, with respect to the Spanish Collection Accounts held with Banco Santander S.A. (“Santander”) and such other documents Citibank International PLC (“Citi PLC”), notarized as may be customary and required under applicable Law, or reasonably required by the Notarya Spanish deed (pόliza notarial); d. Buyer shall transfer (l) a Deed of Release, dated on or about the [Purchase Price][Initial Purchase Price] in accordance date hereof, between BISA and the Administrative Agent, with Article 4.2 respect to ▇▇▇▇’s deposit account with JPM London; (m) an Account Pledge Release Agreement, dated on or about the date hereof., among Bilbao, the Seller and the Administrative Agent with respect to ▇▇▇▇▇▇’s deposit account with Citi PLC, notarized as a Spanish deed (pόliza notarial); e. Buyer shall deliver (n) an Account Pledge Release Agreement, dated on or about the date hereof, among BISA, the Seller and the Administrative Agent with respect to ▇▇▇▇’s deposit account with Santander, notarized as a Spanish deed (pόliza notarial); (o) an Account Pledge Release Agreement, dated on or about the date hereof, among BISA, the Seller and the Administrative Agent, with respect to ▇▇▇▇’s deposit account with Citi PLC, notarized as a certificateSpanish deed (pόliza notarial); (p) a Responsible Officer's certificate of the New Spanish Originator, dated as of the date hereof, certifying as to certain matters set forth in the Spanish RPA and signed with appropriate insertions and attachments satisfactory in form and substance to the Administrative Agent and each Purchaser Agent, including (i) an online registry excerpt (nota simple online) and online certificate on the up-to-date registered articles of association issued by an executive officer the relevant Spanish Commercial Registry, (ii) authorizing resolutions in respect of Buyerthis Amendment, certifying that each the Spanish RPA and the Transaction Documents to which the Spanish Originator is a party, and (iii) insolvency certificates with respect to the New Spanish Originator obtained from the Spanish insolvency registry (Publicidad Concursal); (q) a Responsible Officer’s Certificate of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificateMaster Servicer, dated as of the date hereof, and signed by certifying inter alia a duly authorized signatory of SellerMonthly Report or Weekly Report, certifying that each as applicable giving pro forma effect to the termination of the representations and warranties Exiting Spanish Originators as sellers under the Spanish RPA; (r) a Power of Seller contained in this deed are true and correct in all respects at and Attorney, dated as of the date hereof, executed by the New Spanish Originator in favor of the Master Servicer, formalized as a Spanish notarial deed (escritura pública); (s) a Power of Attorney, dated as of the date hereof, executed by the Seller in favor of the Master Servicer, formalized as a Spanish notarial deed (escritura pública); (t) a Power of Attorney, dated as of the date hereof, executed by the New Spanish Originator in favor of the Administrative Agent, formalized as a Spanish notarial deed (escritura pública); (u) a Power of Attorney, dated as of the date hereof, executed by the Seller in favor of the Administrative Agent, formalized as a Spanish notarial deed (escritura pública); (v) a legal opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, S.L.P., special Spanish counsel for the New Spanish Originator, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including opinions with respect to capacity, validity and enforceability, true sale, security interest and tax matters; (w) a legal opinion of ▇▇▇▇ ▇▇▇▇▇ LLP, special English counsel for the New Spanish Originator, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including an opinion with respect to the security interest over Spanish Collection Accounts located in England; (x) a legal opinion of ▇▇▇▇ ▇▇▇▇▇ LLP, special U.S. counsel for the Seller, the Master Servicer, the Performance Undertaking Provider and the New Spanish Originator, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent, including opinions with respect to the validity and enforceability of this Amendment, non-contravention of law and no consents; (y) an updated transaction summary, in form and substance satisfactory to the administrative Agent and each Purchaser Agent; and (z) confirmation from PCS that it has no objections to this Amendment or any of the other Transaction Documents described in this Section 8.

Conditions Precedent. 2.1. 3.1 The following are Facility will become available to the conditions precedent (opschortende voorwaarden) Borrower only when the Agent has received in form and substance satisfactory to it at least three Business Days before the first Drawing Notice: 3.1.1 a current copy of the Borrower’s Certificate of Incorporation and Regulations.; 3.1.2 a certified copy of the latest audited financial statements of the Borrower; 3.1.3 an opinion of an independent firm of lawyers acting for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior Borrower acceptable to the Agent substantially in the form set out in Schedule D; 3.1.4 resolutions of Borrower approving the execution delivery and performance of this deed:Agreement, the other security documents and the transactions contemplated herein and therein duly adopted by Borrower’s Board of Directors and accompanied by a certificate of Borrower’s Secretary stating that such resolutions are true and correct, have not been altered or revoked and are in full force and effect. a. Buyer 3.1.5 a signed certificate of Borrower’s Secretary which shall have delivered to certify the Notary: (i) (A) a written shareholders’ resolution approving the transfer name of the First Tranche Subject Sharesofficer of Borrower authorized to sign each of the Loan Documents together with the true signature of such officer. 3.1.6 the Medium Term Loan Agreement duly executed by the parties. 3.1.7 the Fixed Debenture over assets of the Borrower as per clause 21 herein, duly executed by Buyer, Seller the Agent and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws Borrower in the form of Schedule F. 3.1.8 the Netherlands, or (B) duly adopted minutes Assignment and Domiciliation of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents Sales Proceeds as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be per clause 21 herein duly executed by Sellerthe Agent and the Borrower in the form of Schedule G. 3.1.9 evidence that Borrower has insured or arrangements satisfactory to the Banks shall have been made, if applicablenot already made, for Borrower to insure its properties and business with financially sound and reputable insurers against loss and damage in such manner and to the same extent as shall be no less than generally accepted as customary in regard to property and business of like character. c. Seller shall deliver 3.1.10 a valuation report on the assets to be used as security in the form attached to the Notary:Fixed Debenture created in favour of the Banks as per clause 21 herein. (i) a 3.1.11 the Subordination Agreement, duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required executed by the Notary;Agent, Borrower and Bogoso Holdings, in the form of Schedule I. d. Buyer 3.1.12 an irrevocable and unconditional undertaking by the Borrower that as per its. Foreign Exchange Retention Account Agreement, thirty five percent (35%) of its bullion proceeds shall transfer be paid to Ghana International Bank, and remitted through Ecobank Ghana Limited’s account no. 0001362303 held at Ghana International Bank, throughout the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereoftenor of the Facility. e. Buyer shall deliver to Seller 3.1.13 a certificate, dated as copy of an updated certified project status report confirming the percentage completion of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofBIOX Plant.

Conditions Precedent. 2.1. The obligations of the Parties under this Agreement are subject to the following are conditions precedent: (a) The representations and warranties contained herein shall be accurate as of the conditions precedent Closing Date. (opschortende voorwaardenb) Paul, Hastings, J▇▇▇▇▇▇▇ & W▇▇▇▇▇ LLP, counsel for the Transaction to occurCT Entities (the “Company Counsel”), which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered an opinion, dated the Closing Date, addressed to Taberna VI, in substantially the form set out in Annex A-I hereto, V▇▇▇▇▇▇ LLP, Maryland counsel for CT and CT Legacy REIT Mezz Borrower (“Venable”), shall have delivered an opinion, dated the Closing Date, addressed to Taberna VI, in substantially the form set out in Annex A-II hereto, and R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to CT Legacy Holdings and CT Series 2 Note Issuer (“RLF”), shall have delivered an opinion, dated the Closing Date, addressed to Taberna VI, in substantially the form set out in Annex A-III hereto. In rendering their opinions, the Company Counsel, Venable and RLF may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the CT Entities and by government officials, and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel, Venable and RLF opinions. Company Counsel, Venable and RLF may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. (c) Each of the other transactions in connection with the Restructuring, including, without limitation, the Legacy Asset Contribution Transaction, the CTLRMB Legacy Asset Downstream Contribution Transaction, the CTLA Legacy Asset Downstream Contribution Transactions, the Mezzanine Loan Contribution Transaction, the REIT Stock Contribution Transaction, the Note Exchange Transactions, the Repurchase Financing Assumption Transactions, the WestLB Loan Termination Transaction, the Old JSN Discharge Transaction, the Non-EOD CDO Restructure 1 Contribution Transaction and the JSN Opt-Out Exchange Transaction, shall occur prior to or substantially concurrently with the Closing, and in the order contemplated hereby and described in and pursuant to the Notarydocuments described in, and by Exhibit A hereto. (d) The CT Entities shall each have furnished a certificate of such CT Entity to Taberna VI, executed by the secretary or a person performing a similar function of such CT Entity, in his or her capacity as such, dated as of the Closing Date, as to (i) and (ii) below, certifying: (i) (A) a written shareholders’ resolution approving as to the transfer incumbency, signature and authority of the First Tranche Subject Sharesofficers of such CT Entity authorized to execute, duly deliver and perform, as applicable, the Operative Documents to which such CT Entity is a party and all other documents, instruments or agreements related thereto to be executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company;such CT Entity; and (ii) that the certificate of incorporation and bylaws or certificate of formation and limited liability company agreement, as applicable, of such CT Entity, including, in each case, all amendments thereto, attached to the certificate are true, correct and complete, in effect on the Closing Date and were duly legalized powers-of-attorney with respect to execution of this deed;adopted. (iiie) the shareholders’ register Each of the Company; (iv) and CT Entities shall have furnished to Taberna VI a certificate of such other documents as may be customary and required under applicable LawCT Entity, or reasonably required signed by the Notary; b. Seller shall cause Chief Executive Officer, President or an Executive Vice President, and the written shareholders’ resolution approving the transfer Chief Financial Officer, Treasurer or Assistant Treasurer of the First Tranche Subject Shares referenced each CT Entity, in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents their capacities as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificatesuch, dated as of the date hereofClosing Date, and signed by an executive officer of Buyer, certifying to the effect that each of the representations and warranties of Buyer contained in this deed Agreement are true and correct in all respects at on and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereofClosing Date, and signed by a duly authorized signatory of Sellereach CT Entity has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (f) Simultaneously with the Closing, certifying that each of the representations documents listed in Section 2(b)(i)-(vii) shall be executed and warranties of Seller contained in this deed are true delivered and correct in all respects at and as each of the date hereofitems in Section 2(b)(i)-(vii) shall have occurred, in each case as provided in Section 2(b). Each certificate signed by any officer of the CT Entities and delivered to Taberna VI or its counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the CT Entities, and not by such officer in any individual capacity.

Conditions Precedent. 2.1. The obligations of the Lender under this Loan Agreement to make available the Facility for the first time are subject to the Lender having notified the Borrower and the Supplier that the following are the conditions precedent (opschortende voorwaardenhave been fulfilled to the satisfaction of the Lender: a) the Supply Contracts have become and are still effective as of the day of the above notification of the Lender to the Borrower; b) the Lender has received evidence satisfactory to it of the authority of the persons: - having signed this Loan Agreement, to be entitled to sign this Loan Agreement on behalf of the Borrower, - being authorised to act as the representatives of the Borrower for the Transaction purpose of signing documents in connection with this Loan Agreement and the transactions Executive Version Loan Agreement HVB/ZPR 7 contemplated thereby together with a list of specimen authorised signatures according to occur, which Seller Article 19.4 hereof; c) EKN has issued without any restrictions an ECA Cover for the Facility in favour of the Lender in terms and Buyer declare amount satisfactory to it; d) the Lender has received evidence from both Supplier that down payments of at least 15 per cent (or more if so specified in the Supply Contracts) of the Contract Value have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Companyeffected; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iiie) the shareholders’ register of Lender has received the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] management fee in accordance with Article 4.2 hereof7.2 of this Loan Agreement; f) the Lender has received in writing by separate confirmation of the Borrower evidence satisfactory to it, that the Borrower obtained all Consents, including all Environmental Consents, which are mandatory and necessary in connection with the entry into and performance of the Loan Agreement together with the Annexes attached thereto and/or effected thereunder or for the validity and enforceability of any such documents and that they are in full force and effect.; g) the Lender has received information satisfying to it regarding the sustainability standards of the Borrower in terms of environmental, social and management issues; h) the Lender has received a certified, up-to-date extract of the Commercial Register of the Borrower of latest date, a copy of the Articles of Association of the Borrower and the original or certified copy of the resolution of the board of directors authorising the execution of the Loan Agreement. e. Buyer shall deliver to Seller 2.2. It is a certificate, dated as condition precedent of any further utilisation of the date hereof, Facility that the conditions precedent mentioned in Article 2.1 above are at that time still fully complied with and signed by an executive officer of Buyer, certifying that each the Supply Contracts and the ECA Cover continue to be legally valid and in full force and effect. 2.3. A Disbursement Request shall not be effective unless the Lender: a) has received all of the representations documents and warranties of Buyer contained other evidence listed in this deed are true Article 2.1 above in form and correct in all respects at and as of substance reasonably satisfactory to the date hereofLender; and f. Seller shall deliver to Buyer a certificate, dated as b) is satisfied that all of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of documents described in Article 2.1 above are unconditional or are subject to conditions satisfactory to the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofLender.

Conditions Precedent. 2.1. The This Amendment and its provisions shall become effective on the first date on all of the following are shall have occurred (the conditions precedent “Amendment Effective Date”): (opschortende voorwaardena) for the Transaction to occurBuyers shall have received this Amendment, which executed and delivered by an authorized officer of each of Seller and Buyer declare the Guarantor; (b) the Buyers shall have been satisfied or waived received the Pledge Agreement, executed and delivered by an authorized officer of the Guarantor; (c) the Buyers shall have received the Letter Agreement Regarding Guarantor Hedging Agreements, executed and which waiver has been accepted delivered by an authorized officer of each of the Guarantor and Seller; (d) the Buyers shall have received from Seller an extension fee of $300,000; (e) the Buyers shall have received an opinion of counsel to Seller and Buyer) prior the Guarantor with respect to the execution of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving due authorization, execution and delivery of this Amendment, the transfer of Pledge Agreement and the First Tranche Subject SharesLetter Agreement Regarding Guarantor Hedging Agreements, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution enforceability of this deed; Amendment, the Pledge Agreement, the Letter Agreement Regarding Guarantor Hedging Agreements and the Guarantee and (iii) the shareholders’ register perfection of the Company; (iv) Buyers’ security interests in the Pledge Agreement and other “Pledged Collateral under the Pledge Agreement, and such other documents as may opinion shall be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver satisfactory to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) Buyers in form and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofsubstance; and f. Seller (f) each of Guarantor and Banc of America Securities LLC acknowledges and agrees that the extension fee payable as a condition precedent to the effectiveness of this Amendment pursuant to Section 2(d) of this Amendment and shall deliver to Buyer a certificate, dated as be considered an additional component of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each “upfront fee” for purposes of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as calculation of the date hereof“Structuring and Placement Fee” payable pursuant to the terms of the CDO Engagement Letter.

Conditions Precedent. 2.1. The This Amendment shall not be binding upon the Agent until each of the following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have has been satisfied or waived (in form and which waiver has been accepted by Seller and Buyer) prior substance satisfactory to the execution of this deed: a. Buyer shall have delivered to the NotaryAgent: (a) Agent has received a fully executed copy of this Amendment signed by the Borrowers, Guarantors, Agent and Lenders; (b) Agent has received a fully executed copy of that certain Third Amendment Fee Letter dated as of even date hereof signed by the Borrowers and Agent (the “Third Amendment Fee Letter”); (c) Agent has received an executed written opinions by (i) O’Melveny & Myers, L▇▇, (Aii) a written shareholders’ resolution approving the transfer General Counsel of the First Tranche Subject SharesObligors and (iii) Stewart ▇▇▇▇▇▇▇▇, duly executed by Buyer, Seller ▇▇▇▇ ▇n form and Oil & Gas Technology Consultants substance satisfactory to Agent; (Netherlandsd) Coöperatie U.A., Agent has received a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes certificate of a duly convened shareholderauthorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s meeting approving the transfer Organic Documents are true and complete, and in full force and effect, without amendment except as shown or that such Obligor’s Organic Documents that were previously delivered to Agent are in full force and effect; (ii) that an attached copy of resolutions authorizing execution and delivery of the First Tranche Subject SharesLoan Documents is true and complete, which and that such resolutions are in each case is effective pursuant full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to the articles Amendment; and (iii) to the title, name and signature of association of each Person authorized to sign the CompanyLoan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing; (iie) duly legalized powers-of-attorney with respect Agent has received updated schedules to execution that certain Licensor Agreement dated as of this deedJune 23, 2015, a copy of which is attached hereto as Exhibit C; (iiif) the shareholders’ register of the CompanyAgent has received an updated Closing Date Letter; (ivg) and such other documents as may be customary and required under applicable LawAgent has received good standing certificates for each Obligor, or reasonably required issued by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer Secretary of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by SellerState or other appropriate official of such Obligor's jurisdiction of organization, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution chief executive office and principal place of this deedbusiness; (iih) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the The representations and warranties of Buyer contained herein and in this deed are the Loan Agreement, as amended hereby, shall be true and correct in all material respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated hereof as of if made on the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the except for such representations and warranties limited by their terms to a specific date; (i) No Default or Event of Seller contained Default shall have occurred and be continuing; and (j) The Borrowers shall have paid to the Agent the fees set forth in this deed are true and correct in all respects at and as of the date hereofThird Amendment Fee Letter.

Conditions Precedent. 2.1. The This Amendment shall not become effective until each of the following are the conditions precedent is satisfied (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution Required Lenders): 3.01 The Administrative Agent shall have received counterparts of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, Amendment duly executed by Buyer, Seller each Credit Party signatory hereto and Oil & Gas Technology Consultants each other relevant party to this Amendment; 3.02 The representations and warranties contained in Section 2 hereof (Netherlandsother than those set forth on Annex III hereto) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws shall be true and correct in all material respects on and as of the Netherlandsdate hereof, or as though made on such date (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant except to the articles extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of association of the Companysuch earlier date); 3.03 The Administrative Agent shall have received the Approved Budget (iias defined in the Amended Credit Agreement) duly legalized powers-of-attorney with respect to execution of this deedin the form attached hereto as Annex II; (iii) the shareholders’ register 3.04 The Administrative Agent shall have received Annex IV setting forth a detailed description of the Companycertain litigation, actions or proceedings; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller 3.05 The Administrative Agent shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) have received a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificateParticipation Agreement, dated as of the date hereof, duly executed by the Administrative Agent, ARCC and signed by an executive officer of Buyereach other relevant party signatory thereto with respect to the $1,600,000 participation interest in the DDTL C Facility and substantially in the form attached hereto as Annex VI (collectively, certifying that the “Participation Agreements”); 3.06 The Administrative Agent shall have received a certificate for each of Credit Party party to the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificateAmendment, dated as of the date hereof, duly executed and signed delivered by an Authorized Officer of such Credit Party party to the Amendment certifying as to: (i) The resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a duly Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of this Amendment applicable to such Person and the execution, delivery and performance of this Amendment to be executed by such Person; (ii) the incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized signatory of Seller, to act with respect to this Amendment to be executed by such Person; (iii) certifying that each there have been no amendments, modifications or other changes to such Person’s Organization Documents and a certificate of incorporation for the Borrower certified by the appropriate officer or official body of the representations and warranties State of Seller contained in this deed are true and correct in all respects at and as Delaware; and (iv) certificates of good standing with respect to each Credit Party, each dated within a recent date prior to the date hereof, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction; 3.07 The Administrative Agent shall have received, for its own account, the fees, costs and expenses due and payable to it pursuant to Section 12.05 of the Amended Credit Agreement (including the reasonable fees, disbursements and other charges of one (1) counsel to the Administrative Agent and First Lien Agent) for which invoices have been presented prior to the date hereof; 3.08 The Administrative Agent shall have received counterparts of the Amendment No. 4 to First Lien Credit Agreement duly executed by the First Lien Agent, each Credit Party signatory thereto and each other relevant party thereto; and 3.09 The Administrative Agent shall have received counterparts of the Second Amended and Restated Fee Letter duly executed by each Credit Party signatory hereto and each other relevant party to this Amendment.

Conditions Precedent. 2.1. The following are This First Amendment shall become effective as of the first date (the “First Amendment Effective Date”) when each of the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare set forth in this Section 4 shall have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notarysatisfied: (i) the Administrative Agent (or its counsel) shall have received from (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject SharesParent, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes the Borrower, (C) each of the other Loan Parties, (D) the Administrative Agent, (E) the Collateral Agent, (F) each Incremental Term A Lender and (G) each Incremental Term B Lender, in each case, either (x) a counterpart of this First Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or e-mail transmission of a duly convened shareholder’s meeting approving the transfer signed signature page of the this First Tranche Subject Shares, which in each case is effective pursuant to the articles Amendment) that such party has signed a counterpart of association of the Companythis First Amendment; (ii) duly legalized powers-of-attorney with respect (A) other than payment of funds, all conditions to execution the obligations of this deedthe parties to the Acquisition Agreement to consummate the First Amendment Acquisition have been satisfied and (B) since its execution, the Acquisition Agreement has not been amended, supplemented, waived or modified pursuant to its terms in a manner that in the aggregate (when taken as a whole) is materially adverse to the First Amendment Arrangers, the Incremental Term A Lenders or the Incremental Term B Lenders, in their respective capacities as such, without the consent of the First Amendment Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); provided that each First Amendment Arranger shall be deemed to have consented to such amendment, supplement, waiver or modification unless it shall have objected in writing thereto within three business days of being notified or otherwise becoming aware of such amendment, waiver or modification; (iii) the shareholders’ register notice of prepayment in connection with the Target Refinancing, which shall be irrevocable, has been delivered prior to or substantially concurrently with the borrowing of the CompanyIncremental Term A Loans and the Incremental Term B Loans; (iv) since the date of the Acquisition Agreement, there shall not have occurred a Material Adverse Change (as defined in the Acquisition Agreement) that would result in the failure of a condition precedent to Parent’s (or a Subsidiary’s) obligation to consummate the First Amendment Acquisition under the Acquisition Agreement or that would give Parent (or a Subsidiary) the right (taking into account any notice and cure provisions) to terminate Parent’s obligations pursuant to the terms of the Acquisition Agreement; (v) the First Amendment Arrangers, the Incremental Term A Lenders and the Incremental Term B Lenders shall have received: (A) (x) the audited balance sheet and related statements of income (or operations) and cash flows of the Target, as of the most recent fiscal year ended at least 90 days prior to the First Amendment Effective Date and (y) the audited balance sheet and related statements of income (or operations) and cash flows of Parent, as of the end of each of the three fiscal years ended at least 90 days prior to the First Amendment Effective Date; (B) (x) an unaudited balance sheet and related statements of income (or operations) and cash flows of the Target, as of the end of each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended after the most recent fiscal year end and at least 45 days prior to the First Amendment Effective Date and (y) an unaudited balance sheet and related statements of income (or operations) and cash flows of Parent, as of the end of each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended after the most recent fiscal year end and at least 45 days prior to the First Amendment Effective Date; and (C) a pro forma consolidated balance sheet and related pro forma income statement of Parent, as of and for the twelve month period ending on the last day of the most recently completed four-fiscal quarter period of Parent for which financial statements are due under clause (A) or (B) above, as applicable, in each case, giving effect to the First Amendment Transactions as if the First Amendment Transactions had occurred as of such other documents as may date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income), it being agreed that such pro forma financial statements need not comply with Regulation S-X or include purchase accounting adjustments; provided that (i) the financial statements delivered pursuant to clauses (A)(x) and (B)(x) above shall be customary prepared in accordance with GAAS, presented in accordance with international financial reporting standards-IASB (“IFRS-IASB”), (ii) the financial statements delivered pursuant to clauses (A)(y) and required under applicable Law, or reasonably required (B)(y) above shall be prepared in accordance with generally accepted accounting principles in the United States and (iii) the First Amendment Arrangers hereby acknowledge receipt of the financial statements contemplated by the Notarypreceding clauses (A)(x) (with respect to the fiscal year ended December 31, 2022), (A)(y) (with respect to the fiscal year ended December 31, 2022), (B)(x) (with respect to the fiscal quarter ended March 31, 2023) and (B)(y) (with respect to the fiscal quarter ended March 31, 2023) of this clause (v); b. Seller (vi) the Administrative Agent (or its counsel) shall cause have received, on behalf of itself, the Collateral Agent, the Incremental Term A Lenders and the Incremental Term B Lenders, a written shareholders’ resolution approving the transfer opinion, dated as of the First Tranche Subject Shares referenced Amendment Effective Date, of (i) ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties, and (ii) each local or foreign counsel specified on Annex 2, in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver each case in form and substance reasonably satisfactory to the NotaryAdministrative Agent; (vii) The Administrative Agent (or its counsel) shall have received with respect to each Loan Party, each of the items referred to in clauses (A), (B) and (C) below: (iA) a duly legalized power-of-attorney with respect copy of the Organization Documents of such Loan Party, (A) in the case of the charter or certificate or articles of incorporation of a corporation, certified as of a recent date by the Secretary of State (or other similar official to execution the extent such concept or a similar concept exists under the laws of this deedsuch jurisdiction) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company or the bylaws of a corporation, certified by the Secretary or Assistant Secretary of such Loan Party (or of the general partner or managing member of such Loan Party); (iiB) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the First Amendment Effective Date and certifying: (1) that attached thereto is a true and complete copy of the Organization Documents of such Loan Party as in effect on the First Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors, the Board of Managers or the Board of Officers or the shareholders or partners (as applicable) of such Loan Party authorizing the execution, delivery and performance of this First Amendment to which such Loan Party is a party or any other documents document delivered in connection herewith on behalf of such Loan Party to which such person is a party and, in the case of the Borrower, the borrowings and credit extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the First Amendment Effective Date, (3) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (A) above, (4) as may be to the incumbency and specimen signature of each officer executing this First Amendment or any other document delivered in connection herewith on behalf of such Loan Party, and (5) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party; and (C) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (B) above; (viii) the Administrative Agent, on behalf of the Incremental Term A Lenders and the Incremental Term B Lenders, shall have received a customary solvency certificate signed by a Financial Officer of Parent confirming the solvency of Parent and required under applicable Law, or reasonably its subsidiaries on a consolidated basis after giving effect to the First Amendment Transactions on the First Amendment Effective Date; (ix) the Administrative Agent shall have received a Borrowing Request as required by Section 2.03 of the NotaryExisting Credit Agreement requesting that, conditioned upon the consummation of the First Amendment Transactions, the Incremental Term A Lenders make the Incremental Term A Loans and the Incremental Term B Lenders make the Incremental Term B Loans on the First Amendment Effective Date; d. Buyer (x) the Administrative Agent shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller have received a certificate, dated as of the date hereof, First Amendment Effective Date and signed by an executive officer a Financial Officer of BuyerParent, (A) certifying that as to the satisfaction of the conditions in clauses (ii), (iii), (xi) and (xii) of this Section 4 and (B) certifying compliance with the Guarantor Coverage Test on a Pro Forma Basis after giving effect to the First Amendment Acquisition in accordance with the definition of “Permitted Business Acquisition” in the Existing Credit Agreement, subject to LCA Election rights and the grace periods for joining the Acquired Business set forth in the Existing Credit Agreement and the other Loan Documents; (xi) (A) each of the representations and warranties made by or with respect to the Acquired Business in the Acquisition Agreement to the extent a breach of Buyer contained such representations and warranties is materially adverse to the interests of the Incremental Term A Lenders or the Incremental Term B Lenders (in their capacities as such) (the “Acquisition Agreement Representations”) and (B) the representations and warranties made by Parent and the Borrower set forth Section 3.01 (with respect to organizational existence), Section 3.02 ((x) with respect to organizational power and authority, only as to execution, delivery and performance of this deed are First Amendment and related documentation and the extensions of credit hereunder and (y) with respect to no conflicts with Organizational Documents, such representation is made as in effect upon, or immediately after, consummation of the First Amendment Acquisition), Section 3.03, Section 3.10, Section 3.11, Section 3.17 (subject to Permitted Liens and the Certain Funds Provisions), Section 3.19 (on a consolidated basis as of the First Amendment Effective Date after giving effect to the First Amendment Transactions), Section 3.25 and Section 3.26 (this clause (B), the “Specified Representations”), in each case, shall be true and correct in all material respects (except to the extent qualified by materiality, in which case such representations shall be true and correct in all respects at after giving effect to such materiality qualifier), in each case, on and as of the date hereofFirst Amendment Effective Date; andprovided that to the extent that such representations specifically refer to an earlier date, they shall be accurate in all material respects as of such earlier date; f. Seller (xii) no Specified Event of Default shall deliver exist and be continuing under the Existing Credit Agreement; (xiii) the Parent Borrower shall have paid to Buyer a certificatethe First Amendment Arrangers all fees due and payable to the First Amendment Arrangers pursuant to that certain ▇▇▇▇▇▇▇ and Restated Fee Letter, dated as of August 11, 2023 (the date hereof“Fee Letter”), between Parent and the First Amendment Arrangers; (xiv) to the extent invoiced in reasonable detail at least two (2) Business Days prior to the First Amendment Effective Date (except as reasonably agreed to by Parent), the Administrative Agent shall have received all fees payable thereto or to any First Amendment Arranger, Incremental Term A Lender or Incremental Term B Lender on or prior to the First Amendment Effective Date and all other amounts due and payable pursuant to this Amendment on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document (which amount may be offset against the proceeds from the Incremental Term A Loans or the Incremental Term B Loans made hereunder); (xv) the Borrower shall have executed and delivered to the Administrative Agent the appropriate Note for the account of each Incremental Term A Lender and each Incremental Term B Lender that has requested the same at least three (3) Business Days in advance of the First Amendment Effective Date; (xvi) the Administrative Agent shall have received copies of bring-down lien, tax and judgment searches in each jurisdiction, and signed by a duly authorized signatory of Seller, certifying that each searches of the representations United States Patent and warranties Trademark Office and United States Copyright Office, reasonably requested by the Administrative Agent with respect to the Loan Parties; (xvii) the Incremental Term A Lenders and the Incremental Term B Lenders shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, (A) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (B) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary FinCEN beneficial ownership certificate, that in each case has been requested in writing at least ten (10) business days prior to the First Amendment Effective Date (it being agreed delivery of Seller contained a signed LSTA Beneficial Ownership Form shall satisfy this clause (B)), that, in this deed each case, has been requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date; and (xviii) the Administrative Agent shall have received such executed amendments to the existing Security Documents as are true and correct in all respects at and as necessary to account for the incurrence of the date hereofIncremental Term A Loans and the Incremental Term B Loans and are specified on Annex 3 hereto.

Conditions Precedent. 2.1. The following are obligation of Bank to effect the modifications and agreements contained herein is subject to the conditions precedent that: (opschortende voorwaardena) There has been no material adverse change in the financial or operating condition of any of the Borrowers since the date of the last submission of financial statements to Bank. (b) The Borrowers shall have paid a fee to the Bank for the Transaction Bank’s agreement to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior extend to the execution Maturity Date, as provided herein, in the amount of this deed:75 basis points on the maximum amount of the Line. a. Buyer (c) The Borrower’s shall have delivered paid Bank’s counsel fees incurred in connection with this Modification. (d) All representations and warranties made by any of the Borrowers herein or in connection with this Modification shall be true, correct and compete in all material respects. (e) Bank shall have received all of the following documents, each of which shall be in form and substance satisfactory to the NotaryBank: (i) (A) a written shareholders’ resolution approving Copies, certified in writing by the transfer secretaries or assistant secretaries of the First Tranche Subject SharesBorrowers, duly executed of (a) resolutions of their respective boards of directors evidencing approval of this Modification and the other matters contemplated hereby and the execution and delivery by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws RCI of the NetherlandsRCI Pledge Agreement, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer and by RPI XXX of the First Tranche Subject SharesHeadhouse Loan Assignment and (b) each document evidencing other necessary action and approvals, which in each case is effective pursuant if any, with respect to this Modification, the articles of association of RCI Pledge Agreement or the CompanyHeadhouse Loan Assignment; (ii) duly legalized powers-of-attorney with respect Written certificates by each of the secretaries or assistant secretaries of the Borrowers as to execution the names and signatures of each Borrowers’ officers who are authorized to sign this deedModification, and the other documents or certificates to be executed and delivered by them pursuant hereto; (iii) Evidence satisfactory to Bank that the shareholders’ register certificates of incorporation and bylaws of RAI, RPI XL, RPI XXX and RPI XXI delivered to Bank on or about July 27, 1999 or April 30, 2002, as applicable, and the articles of incorporation of RPI XLI delivered to the Bank on March 20, 2006, have not been amended in any way (or if they have been amended, the nature of such amendment) and are in full force and effect, and certified certificates of incorporation and bylaws of all of the Companyother Borrowers, as well as good standing certificates issued by the secretary of state of the state of incorporation of each of the Borrowers; (iv) Certificate of incorporation of RCI, certified as true, correct and complete by the secretary of state of the state of Delaware and bylaws or RCI, certified as true, correct and complete by the secretary of RCI; (v) A fully executed copy of this Modification adding RCI as a Borrower and otherwise modifying the Note consistent with the terms hereof; (vi) The following documents with respect to the RCC Shares; (A) A Pledge and Security Agreement (the “Pledge Agreement”) of even date herewith from RCI in favor of Bank; and (B) The Control Agreement. (vii) The following documents with respect to the Headhouse Loan; (A) A full set of all of the Headhouse Loan Documents, which shall be in form and content reasonably satisfactory to Lender, including the original note from Uman in the amount of the Headhouse Loan, which note shall be endorsed in favor of Lender by RPI XXX; (B) The Headhouse Loan Assignment; and (C) Consent and estoppel certificate from Uman with respect to the assignment of the Headhouse Loan Assignment, in form and content as many be satisfactory to Lender. (viii) Opinion of counsel from Borrowers’ counsel with respect to each Borrower’s due formation, the validity and enforceability of this Modification, the Pledge Agreement, the Headhouse Loan Assignment, the authority and capacity of the respective Borrowers to execute such documents, the creation and perfection in favor of Bank of a first priority security interest in and to the RCC Shares and the Headhouse Loan Documents and such other documents matters as Bank may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary:request; and (iix) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such Such other documents as Bank may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] request in accordance connection with Article 4.2 hereofthis Modification. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The following are to the conditions precedent Credit Agreement, as to the Mortgages, updating the opinions of such type which were delivered on the Original Closing Date (opschortende voorwaardenwhich opinions as to the Mortgages in Alabama and Georgia can be included in the opinions described in clause (v) below to be delivered by Bradley Arant Rose & White LLP and King & Spalding), (v) execution a▇▇ ▇▇▇▇▇▇▇▇ ▇o counsel for the Transaction to occurAgent of 6 counterparts (or 1 faxed signature page, which Seller with the 6 originals transmitted by overnight courier) of an opinion letter (1) of King & Spalding, counsel for the Borrower, the Parent and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior AMGF, substantially in the form of Exhibit B-1 to the execution Credit Agreement, but limited to this First Amendment, the Notes (including the Term Notes, if executed and delivered on the Term Loan Commitment Date), and the Consent and Reaffirmation of this deed: a. Buyer shall have delivered Guarantors at the end hereof, and (2) of Bradley Arant Rose & White LLP, Alabama counsel to the Notary: Borrower, add▇▇▇▇▇▇▇ ▇▇▇▇▇i▇ ▇▇tters referred to in the opinion of King & Spalding; (ivi) (A) a written shareholders’ resolution approving receipt by counsel to the transfer Agent of an officer's certificate of the First Tranche Subject SharesBorrower, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of effect that the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) representations and warranties contained in the shareholders’ register of the Company; (iv) Credit Agreement are true and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated correct as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the hereof (except where such representations and warranties expressly refer to a different date) and that no Default or Event of Buyer contained Default is in this deed are true and correct in all respects at and existence as of the date hereof; and f. Seller shall deliver (vii) receipt by counsel to Buyer the Agent of a certificate, dated as secretary's certificate of the date hereofBorrower, the Parent and AMGF, certifying the incumbency of the officers signing the First Amendment, the Term Loan Notes and/or the Consent and Reaffirmation of Guarantors, as applicable, and signed that no amendments have been made to the Articles of Incorporation, Bylaws or other organic documents since September 28, 2000, and that they continue in full force and effect (or, if there are any such amendments, attaching and certifying copies thereof), (viii) receipt by a duly authorized signatory counsel to the Agent of Seller, certifying that good standing certificates for each of the representations Borrower, the Parent and warranties AMGF; and (ix) payment to the Agent (1) for the account of Seller contained each Bank, of an amendment fee in this deed are true amount equal to 0.25% of each Bank's Commitment, and correct in all respects at and as (2) for the Agent's account, of the date hereoffees and expenses payable pursuant to the letter agreement between the Agent and the Borrower dated August 1, 2001.

Conditions Precedent. 2.1. The 3.1 Transactions as mentioned in Article 2 hereof shall not be completed until the following conditions are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied fulfilled or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deedInvestor in writing: a. Buyer shall have delivered to the Notary3.1.1 The Company’s shareholders’ meeting has adopted all necessary resolutions to: (i) (A) a written shareholders’ resolution approving approve the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Companytransactions as mentioned herein; (ii) duly legalized powers-of-attorney with respect to execution approve the acceptance of this deedthe Capital Increase by the Investor as mentioned in the Agreement; (iii) approve amendment to the shareholders’ original Articles of Association of the Company; and (iv) The Existing Shareholders waive their pre-emptive rights. 3.1.2 The Existing Shareholders and the Investor have executed the Restated Articles of Association; 3.1.3 The Warranties made hereunder are true, accurate and complete and are not misleading on the date of the Agreement and the Completion of Capital Increase; 3.1.4 The Company has submitted to the Investor a letter signed by its authorized representative, confirming that there are not circumstances which may have any material adverse effect upon the Company’s operation or financial conditions up to the date of the Completion of Capital Increase; 3.1.5 The procedures for alteration of industrial and commercial registration in respect of the Capital Increase have been completed, the register of shareholders has been modified correspondingly and the Investor has obtained the capital contribution certificate issued by the Company; 3.1.6 The Company has the Board of Directors which comprises five (iv5) and such other documents as may be customary and required under applicable Lawdirectors, or reasonably required of whom one director appointed by the NotaryInvestor, namely, ▇▇▇▇ ▇▇▇, has been duly appointed; b. Seller shall cause 3.1.7 The Company has executed with all its staff members and workers the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) formal employment contracts and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] paid various social insurance premiums for them in accordance with Article 4.2 hereofChinese laws and regulations. The Company has executed with all Key Management Personnel the employment contracts in the form as mentioned in Appendix 5 hereto; 3.1.8 The Company has executed with all its staff members and workers the employment contracts which contain clauses of confidentiality obligations. The Company has executed with all Key Management Personnel the non-competition agreements in the form as mentioned in Appendix 6 hereto; 3.1.9 As to the Agreement for Subscription for Increased Capital between the Company and each of Existing Shareholders in January 2007, Existing Shareholders have executed a supplementary agreement, agreeing on the right of ▇▇▇▇▇▇▇ ▇▇▇▇▇ to make additional investment to the Company and other affairs which may affect the Capital Increase such as changes in equity based on performance, which have been acknowledged by the Investor; and 3.1.10 The Company has executed with Shanghai Syndicate Advertising Co., Ltd. the non-competition agreement (as mentioned in Appendix 7 hereto), the contents of which have been acknowledged by the Investor. e. Buyer shall deliver 3.2 The Company and Existing Shareholders undertake to Seller a certificate, dated make all reasonable efforts to ensure that the Conditions Precedent as of mentioned in Article 3.1 hereof are fulfilled as soon as possible provided that the date Investor has made payment as mentioned in Articles 5.2 and 5.3 hereof, and signed by an executive officer of Buyerin any event, certifying that each they shall be fulfilled within three (3) months from the date of the representations and warranties of Buyer contained in this deed are true and correct in Agreement. 3.3 The Investor shall have the right to waive all respects at and as or part of the date hereof; andConditions Precedent as mentioned in Article 3.1 hereof at its own discretion with a written notice to the Company and Existing Shareholders. f. Seller shall deliver to Buyer a certificate, dated as 3.4 Unless the Investor waives any of the Conditions Precedent, in case the Conditions Precedent cannot be fulfilled within three (3) months from the date of the Agreement, the Investor shall have the right to terminate the Agreement immediately according to the procedures as mentioned in Article 5.7 hereof after issuing a written notice to the Company and Existing Shareholders without taking any liability therefor. However, if the failure to fulfil all the Conditions Precedent is resulted from either the Company or Existing Shareholders violating Article 3.2 hereof, and signed by a duly authorized signatory of Seller, certifying that each termination of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of Agreement shall not affect the date hereofdefault liability to be assumed by the breaching party.

Conditions Precedent. 2.1. 3.1.1 Conditions Precedent to be satisfied by the AAI‌ The obligations of the JVC hereunder are subject to the satisfaction by the AAI of the following are the conditions precedent (opschortende voorwaarden“AAI Conditions Precedent”) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver unless any such condition has been accepted waived by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the NotaryJVC as hereinafter provided: (i) (A) AAI shall have executed and delivered to the JVC a written shareholders’ resolution approving the transfer counterpart of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company;Shareholders Agreement. (ii) duly legalized powersAAI shall have executed and delivered to the JVC a counterpart of the CNS-of-attorney with respect to execution of this deed;ATM Agreement. (iii) AAI shall have executed and delivered to the shareholders’ register JVC a counterpart of the Company;Escrow Agreement. (iv) AAI shall have provided to the JVC a list of all General Employees along with details of their designations, salary and such other documents employment related costs as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer part of a schedule of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(AOperation Support Cost to AAI. (v) above AAI shall have provided a list of all existing contracts and agreements between AAI or any Relevant Authority and any third party as relatable to the Airport proposed to be duly executed by Seller, if applicabletransferred/ novated to JVC pursuant to Article 5.1 hereof. c. Seller (vi) AAI shall deliver have obtained and furnished to the Notary:JVC a copy of the approval of the GOI under Section 12 A (2) of the Airports Authority of India (Amendment) Act, 2003, authorizing the AAI to make a lease of the Airport. (ivii) a duly legalized power-of-attorney with respect to execution of this deed; (ii) AAI shall have reviewed and such other documents as may be customary and required under applicable Law, or reasonably required by commented on the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] Airport Operator Agreement in accordance with Article 4.2 hereof3.1.2 (v) below. Provided however that AAI may offer comments to the Airport Operator Agreement only if it does not contain and/or is inconsistent with the principles set forth in Schedule 8 hereunder and for no other reason. e. Buyer (viii) AAI shall deliver have executed and delivered to Seller the JVC a certificate, dated as counterpart of the date hereof, and signed by an executive officer of Buyer, certifying Lease Deed. Provided however that each of Parties agree that AAI shall execute the representations and warranties of Buyer contained Lease Deed only after all other conditions precedent mentioned in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofChapter 3 have been fulfilled.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution effectiveness of this deed: a. Buyer Amendment Agreement shall have delivered be subject to fulfillment of the Notaryfollowing conditions precedent: (ia) (A) a written shareholders’ resolution approving The Agent shall have received on the transfer of the First Tranche Subject Sharesdate hereof, duly executed by Buyer, Seller in form and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant substance satisfactory to the articles of association of Agent, the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notaryfollowing: (i) a duly legalized powerfully-of-attorney with respect to execution executed original of this deedAmendment Agreement; (ii) an opinion of outside counsel to the Lessee and such other documents as may be customary the Guarantors, addressed to the Agent, the Owner Trustee and required under applicable Law, or reasonably required by the NotaryLenders and Holders; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller (iii) a certificate, dated as certificate of the date hereof, and signed by Secretary or an executive officer Assistant Secretary of Buyer, certifying that each of the representations Lessee and warranties each Guarantor in such form as is reasonably acceptable to the Agent attaching and certifying as to (A) the resolutions of Buyer contained the Board of Directors of Lessee or such Guarantor (as the case may be) duly authorizing the execution, delivery and performance by Lessee or such Guarantor (as the case may be) of this Amendment Agreement and each of the other Operative Agreements delivered in connection with this deed are true Amendment Agreement to which such Lessee or Guarantor is or will be a party, (B) the fact that neither its certificate of incorporation nor its bylaws have been changed from the versions that were certified and correct in all respects at and delivered to the Agent on the Initial Closing Date (or if they have been changed, such certificate of incorporation or by-laws certified as of a recent date by the date hereofSecretary of State of the State of its incorporation), and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf this Amendment Agreement and each of the other Operative Agreements delivered in connection with this Amendment Agreement to which such Lessee or Guarantor is a party; and f. Seller shall deliver (iv) a fee (the "Amendment Fee") in the amount of $200,000, in immediately available funds, paid by the Lessee (as described in Exhibit C) to Buyer a certificate, dated as the Agent; plus evidence of the payment of all other fees and amounts set forth in Exhibit C attached hereto; (v) an executed amendment to the Existing Aviation Sales Credit Agreement (as in effect prior to the effective date hereofof this Amendment Agreement) in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Agent, Lenders and signed Holders; (vi) a plan and financial forecast consisting of a balance sheet, income statement and statement of cash flows by month for the Fiscal Year ending December 31, 2000, accompanied by a duly authorized signatory discussion of Seller, certifying that the underlying assumptions with respect to each of the representations business segments referred to as "Distribution", "Dixie Aerospace", "Aerocell", "Caribe", "Airframe M▇▇▇▇▇nance/Engine Overhaul", "Apex", "Kratz-Wilde", and warranties of Seller contained "Leasing" prepared by Aviation Sa▇▇▇ ▇▇▇ ▇▇▇ Subsidiaries, in this deed are true form and correct in all respects at and as of substance satisfactory to the date hereof.Agent;

Conditions Precedent. 2.1. The This Amendment shall become effective when all of the following are conditions, the conditions satisfaction of each of which is a condition precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution effectiveness of this deed: a. Buyer Amendment, shall have delivered to the Notaryoccurred: (a) The Agent shall have received a fully executed counterpart or original of this Amendment. (b) The Agent shall have received from the Companies, for the account of the Lenders (other than CIT), a non-refundable closing fee in the amount of $40,000, which fee shall be fully earned when paid. The Companies hereby authorize the Agent to charge the Collective Loan Account with the amount of such fee; (c) The Agent shall have received from the Companies, for the account of the Agent, a non-refundable consent and syndication fee in the amount of $10,000, which fee shall be fully earned when paid. The Companies hereby authorize the Agent to charge the Collective Loan Account with the amount of such fee; (d) The Agent shall have received an original Assignment and Transfer Agreement, executed by CIT, as assignor, and ▇▇▇▇▇▇▇▇▇▇ Trust Company, as assignee (the "Assignee"), and accepted by each of the Companies, pursuant to which CIT has assigned to the Assignee forty percent (40)% of CIT's interest, as Lender, in all of the outstanding Revolving Loans and Acquisition Term Loans (the "Assignment"); (e) CIT, as Lender, shall have received $[________] in immediately available funds from the Assignee in consideration for the Assignment; (f) The Agent shall have received a certificate of the Secretary of each Company, certifying: (i) (A) a written shareholders’ resolution approving the transfer that attached thereto are true and correct copies of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association incorporation and by laws of such Company; (ii) the names, incumbency and signatures of the officer(s) of such Company authorized to sign this Amendment; (iii) the names of such Company's board of directors; and (iv) that attached thereto are true and correct copies of resolutions duly adopted by such Company's board of directors authorizing such Company to enter into this Amendment; (g) The Agent shall have received a good standing certificate for each Company, issued by the state of incorporation of such Company; (iih) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the All representations and warranties of Buyer contained set forth in this deed are Section Two above shall be true and correct in all material respects at on and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the effective date hereof, and signed no Default or Event of Default shall have occurred and be continuing; (i) The Agent shall have received a certificate from each Company, executed by a duly authorized signatory of Sellerits chief executive officer, certifying (i) as to the truth and accuracy of paragraph (h) of this Section Three and (ii) that each such Company is in compliance with all of the representations terms and warranties of Seller contained provisions set forth in this deed are true the Financing Agreement, as amended hereby; (j) the Agent shall have received a Trademark Security Agreement, in form and correct substance satisfactory to the Agent, duly executed by the Companies, pursuant to which the Companies grant to the Agent a first-priority security interest in all respects at and as of the date hereofCompanies' trademarks, trademark applications and related goodwill; (k) The Agent shall have received payment of all fees, expenses and disbursements (including, without limitation, the fees and expenses of external counsel) incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the transactions contemplated to occur hereunder.

Conditions Precedent. 2.1. The This Amendment shall become effective upon the first Business Day upon which all of the following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notarybe satisfied: (i) the Agent shall have received four (A4) a written shareholders’ resolution approving the transfer copies of the First Tranche Subject Shares, this Amendment duly executed by Buyerthe Borrower, Seller the Lender and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyAgent; (ii) the Agent shall have received Reaffirmations of Guaranty and Security Agreement in substantially the form of EXHIBIT A attached hereto, duly legalized powers-of-attorney with respect to execution executed by each of this deedCarl▇▇ ▇▇▇mes and Youngstown Steel Door; (iii) the shareholders’ register of Borrower and Dimango shall have executed and delivered the CompanyDimango Loan Agreement, the Dimango Loan Agreement Assignment and the Dimango Purchase Agreement Assignment, and delivered executed copies thereof to the Agent; (iv) Dimango shall have executed and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver delivered to the Notary: (i) a duly legalized power-of-attorney with respect Agent, in form and substance satisfactory to execution of this deedthe Agent, the Dimango Guaranty; (iiv) Dimango shall have executed and delivered to the Agent such other documents UCC-1 financing statements as the Agent may be customary and required under applicable Law, or reasonably required request in order to perfect the security interests granted by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] security agreement described in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofclause (iv) above; and f. Seller (vi) Borrower shall deliver have executed and delivered to Buyer a certificatethe Agent, dated as in form and substance satisfactory to the Agent, the Dimango Pledge Agreement, together with stock certificates representing all issued and outstanding stock of Dimango and signed but undated stock powers endorsed in blank covering such certificates; and (vii) The Agent shall have received an executed copy of the date hereof, Dimango Purchase Agreement and signed by a duly authorized signatory of Seller, certifying that each Borrower shall have acquired all of the representations and warranties outstanding stock of Seller contained in this deed are true and correct in all respects at and as Dimango pursuant to the terms of the date hereofDimango Purchase Agreement.

Conditions Precedent. 2.1. The following are (a) This Agreement shall become effective on the date the Administrative Agent has confirmed the satisfaction or waiver of each of the conditions precedent contained in this Section 2 (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notary:“Effective Date”): (i) (A) a written shareholders’ resolution approving the transfer The Administrative Agent shall have received counterparts of the First Tranche Subject Shares, this Agreement duly executed and delivered by Buyer(1) the Loan Parties, Seller (2) the Administrative Agent, and Oil & Gas Technology Consultants (Netherlandsiii) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyIncremental Revolving Loan Lender; (ii) duly legalized powers-of-attorney with respect The Borrower shall have paid to execution the Administrative Agent all expenses payable pursuant to Section 9.03 of this deedthe Credit Agreement which have accrued to the Effective Date to the extent invoices therefor have been provided at least one Business Day prior to the Effective Date; (iii) The Administrative Agent shall have received the shareholders’ register executed legal opinion of Fenwick & West LLP, counsel for the CompanyBorrower, in form and substance reasonably satisfactory to Administrative Agent (but in any event limited to a customary enforceability opinion); (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by The Administrative Agent shall have received (1) certified copies of the Notary; b. Seller shall cause resolutions of the written shareholders’ resolution board of directors of the Borrower approving the transfer transactions contemplated by this Agreement and the execution and delivery of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Sellerthis Agreement and all documents evidencing other necessary organizational action and governmental approvals, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney any, with respect to execution this Agreement and (2) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of this deedthe Borrower and the authorization of the transactions contemplated hereby; (iiv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the The representations and warranties of Buyer contained the Borrower set forth in the Loan Documents (including, without limitation, this deed are Agreement) shall be true and correct in all material respects at on and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying Effective Date except that each of (1) the representations and warranties of Seller contained in this deed are Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01 of the Credit Agreement, (2) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects at as of such earlier date and (3) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects; (vi) As of the Effective Date, no Default or Event of Default shall have occurred and be continuing or will result from the execution of this Agreement and the transactions contemplated hereby as of the date hereofEffective Date; (vii) The Administrative Agent shall have received (1) a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (v), (vi) and (x) of this Section 2(a) as of the Effective Date, and (2) a solvency certificate, dated the Effective Date and signed on behalf of the Borrower by the most senior financial officer of the Borrower, certifying that, as of the Effective Date, the Borrower and the Restricted Subsidiaries, taken as a whole, are, and after giving effect to the incurrence of any Indebtedness and obligations being incurred in connection herewith will be, Solvent; (viii) The Incremental Revolving Loan Lender shall have received, to the extent reasonably requested at least five Business Days prior to the Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act; (ix) The Administrative Agent shall have received a Borrowing Request (it being agreed by the Administrative Agent and the Incremental Revolving Loan Lender that this Agreement shall serve as such Borrowing Request); and (x) As of the Effective Date, both before and immediately after giving effect to the Incremental Revolving Loan Commitment, the Borrower and its Restricted Subsidiaries shall have Liquidity of not less than $300,000,000. (b) The obligation of the Incremental Revolving Loan Lender to make a Loan on the occasion of any Borrowing after the Effective Date is subject to the satisfaction of the conditions set forth in Section 4.02 of the Credit Agreement.

Conditions Precedent. 2.13.1 The obligation of the parties to complete the sale and purchase of the Land is conditional upon:- 3.1.1 the Vendor having obtained the approval of PDC to sell or transfer the Land to the Purchaser (“PDC Approval”); 3.1.2 the Vendor having obtained the approval of the Appropriate Authority to sell or transfer the Land to the Purchaser (“Transfer Approval”); 3.1.3 the Purchaser having at its own costs and expenses obtained the approval of the Appropriate Authority to purchase the Land pursuant to Section 433B of the National Land Code 1965 from the Vendor, where applicable (“State Authority Approval”); 3.1.4 the Vendor having at its own costs and expenses obtained the consent of Tenaga Nasional Berhad to sell or transfer the Land to the Purchaser (“TNB Consent”); and 3.1.5 the Purchaser having at its own costs and expenses obtained a written confirmation or support letter from the EPU that EPU’s approval is not required for the acquisition of the Land by the Purchaser, where applicable (“EPU Confirmation”), (severally a “Condition Precedent” and collectively “Conditions Precedent”) on or before the expiry of two (2) months from the date of this Agreement (“Compliance Period”) provided always that if any Condition Precedent is not fulfilled/complied with by the expiry of the said two (2) months, an extension of one (1) month shall automatically be granted (“Extended Compliance Period”). If so required and requested by the Vendor, the Purchaser shall agree on a further extension of the Compliance Period for a period of one (1) month. 3.2 Where applicable, the Purchaser shall no later than five (5) days from the date of this Agreement apply for the EPU Confirmation PROVIDED ALWAYS THAT the Vendor shall provide to the Purchaser such documents and information (other than confidential information which such party is precluded by law or contract from disclosing) as may be requested by the Purchaser for the aforesaid application. The following are Purchaser shall furnish a copy of such aforesaid application to the conditions precedent (opschortende voorwaarden) Vendor and the Purchaser shall within the next Business Day of receipt of the EPU Confirmation furnish a copy of the same to the Vendor. The Vendor shall then forward a copy of the EPU Confirmation to PDC and/or the Appropriate Authority, if so required. 3.3 The Vendor shall submit an application for the Transaction PDC Approval within five (5) days from its receipt of all documents and information (other than confidential information which such party is precluded by law or contract from disclosing) as may be requested by the Vendor from the Purchaser for the aforesaid application. The Vendor shall furnish a copy of such aforesaid application to occur, which Seller and Buyer declare have been satisfied or waived the Purchaser. The Vendor shall submit an application for the Transfer Approval within five (and which waiver 5) days after the PDC Approval has been accepted obtained (if required by Seller the relevant Appropriate Authority or applicable law) PROVIDED ALWAYS THAT the Purchaser shall provide to the Vendor such documents and Buyerinformation (other than confidential information which such party is precluded by law or contract from disclosing) as may be requested by the Vendor for the aforesaid application. The Vendor shall furnish a copy of such aforesaid application to the Purchaser. Subject to Clause 24.3, the cost of the applications for the PDC Approval and the Transfer Approval, and the consent fee payable to PDC and the Appropriate Authority for the aforesaid applications shall be borne by both the Vendor and Purchaser in the ratio of 35:65. The Purchaser shall immediately on demand by the Vendor pay to PDC and/or the Appropriate Authority or reimburse the Vendor for all costs and expenses paid to PDC and/or the Appropriate Authority for purposes of obtaining their approval for the sale and purchase contemplated herein. 3.4 The Vendor shall within three (3) Business Days of its receipt of the PDC Approval, the Transfer Approval and the TNB Consent forward to the Purchaser a copy of the same certified as true by the Vendor’s Solicitors or the Vendor’s authorised signatories. 3.5 If any of the aforesaid approvals/confirmation granted pursuant to the applications made under Clauses 3.1.1, 3.1.2, 3.1.3, 3.1.4 and 3.1.5 is obtained subject to any condition which is not acceptable to the Vendor, the Vendor shall inform the Purchaser of its non-acceptance of the said condition within seven (7) days of its receipt of the reply from the relevant authorities or its receipt of a copy of the reply from the Purchaser. Failure by the Vendor to so notify the Purchaser of its non-acceptance of any condition imposed as aforesaid shall be deemed acceptance of the said conditions by the Vendor. The Vendor shall be entitled to appeal or procure the Purchaser to appeal to any relevant Appropriate Authorities to modify and/or withdraw such aforesaid condition which is unacceptable to the Vendor PROVIDED ALWAYS THAT such appeal shall be filed and completed within the Compliance Period or the Extended Compliance Period, as the case may be. 3.6 Notwithstanding any other provisions in this Agreement, if any of the approvals/confirmation granted pursuant to the applications made under Clauses 3.1.1, 3.1.2, 3.1.3, 3.1.4 and 3.1.5 is given subject to conditions imposed on the Purchaser, the Purchaser must agree to those conditions save and unless such conditions would directly or indirectly impose upon the Purchaser an obligation to make payment or incur costs and expenses of an aggregate sum of Ringgit Malaysia Four Hundred Thousand (RM400,000.00) only (“Threshold”) or more to any relevant Appropriate Authorities or other third parties in which event, the Purchaser shall be entitled to appeal or procure the Vendor to appeal to the relevant Appropriate Authorities to modify and/or withdraw such aforesaid conditions which are unacceptable to the Purchaser PROVIDED ALWAYS THAT such appeal shall be filed and completed within the Compliance Period or the Extended Compliance Period, as the case may be. In the event the Vendor is agreeable to reimburse the Purchaser or to pay any sum in excess of the Threshold to any relevant Appropriate Authorities or other third parties, the Purchaser must agree to those conditions. The Purchaser shall inform the Vendor of its non-acceptance of such aforesaid conditions within seven (7) days of its receipt of the reply from the relevant Appropriate Authorities or its receipt of a copy of the reply from the Vendor. Failure by the Purchaser to so notify the Vendor of its non-acceptance of any conditions imposed as aforesaid shall be deemed acceptance of the said conditions by the Purchaser. 3.7 The parties agree that, pursuant to the ▇▇▇▇▇ Panduan Perolehan Hartanah oleh Warganegara Asing atau Syarikat Asing Bagi Negeri Pulau Pinang (updated on 16 August 2017) (“Guidelines”), the State Authority Approval is not required to be obtained to complete the sale and purchase of the Land as at the date of this Agreement. The Parties further agree that if the Guidelines remain effective as at the Unconditional Date, and there is no amendment to the Guidelines on or prior to the execution Unconditional Date which necessitates the procurement of this deed: a. Buyer the State Authority Approval, the State Authority Approval shall have delivered be deemed not applicable. The application for the State Authority approval (where applicable) shall be submitted by the Purchaser as soon as it is expedient to do so PROVIDED ALWAYS THAT the Vendor shall provide to the Notary:Purchaser such documents and information (other than confidential information which such party is precluded by law or contract from disclosing) as may be required from a vendor by the Appropriate Authorities within seven (7) days from the receipt of the request for the same by the Purchaser or the Purchaser’s Solicitors. The Purchaser shall procure that a copy of the aforesaid approval be furnished to the Vendor. 3.8 If:- 3.8.1 any of the aforesaid applications for approval is refused; or 3.8.2 any of the Conditions Precedent is not fulfilled/complied with by the expiry of the Compliance Period or the Extended Compliance Period, as the case may be; or 3.8.3 any condition imposed by the Appropriate Authority in respect of any of the aforesaid approvals is not acceptable to the Vendor or subject always to Clause 3.6, the Purchaser, where applicable; or 3.8.4 subject always to Clause 3.6, the Appropriate Authority refuses to modify and/or withdraw an unacceptable condition in respect of any of the aforesaid approvals requested by the Vendor, or the Purchaser, where applicable, and the Vendor, or the Purchaser, where applicable, is unwilling to accept such condition imposed; or 3.8.5 an appeal pursuant to Clause 3.5 is not completed within the Compliance Period or the Extended Compliance Period, as the case may be, and the Vendor is unwilling to accept such condition imposed; the Vendor or the Purchaser, may by written notice to the other party, terminate this Agreement (iwith a photocopy being given to each of the Vendor’s Solicitors and the Purchaser’s Solicitors at the same time) whereupon the Balance Deposit and the Retention Sum shall immediately be refunded by the Vendor’s Solicitors to the Purchaser, and the provisions of Clause 19.1 where applicable shall apply, and thereafter this Agreement shall cease to be of any further effect. 3.9 The obligation of the parties to complete the sale and purchase of the Land under this Agreement shall become unconditional on the date which the Purchaser’s Solicitors or the Vendor’s Solicitors, as the case may be, is in receipt from the relevant Appropriate Authorities of documentary evidence(s)/written proof(s) that all the Conditions Precedent have been fulfilled/complied with (A) a written shareholders’ resolution approving “the Unconditional Date”). 3.10 The Purchaser shall notify EPU in respect of the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under Land in its favour on the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicableCompletion Date. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. (a) The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior effectiveness of this Amendment is subject to the execution satisfaction, waiver by ▇▇▇▇▇▇ in its sole and absolute discretion, or conversion to a post-Amendment Effective Date covenant of this deed: a. Buyer shall have delivered to Borrowers and Guarantors by election of Lender in its sole and absolute discretion, of each of the Notaryfollowing conditions precedent: (i) (A) a written shareholders’ resolution approving the transfer The Lender shall have received executed counterparts of this Amendment from each of the First Tranche Subject Shares, duly executed by Buyer, Seller Borrowers and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyGuarantors; (ii) duly legalized powersThe Lender shall have received payment of a non-of-attorney with respect to execution refundable amendment fee in the amount of this deed$25,000; (iii) the shareholders’ register The Lender shall have received such certificates of duly authorized officers or trustees (as applicable) of the CompanyBorrowers and Guarantors and such other documents, instruments and agreements as Lender shall require to evidence the due authorization, execution and delivery of this Amendment; (iv) The Lender shall have received the Note executed by the Borrowers in the form of Exhibit A hereof; (v) The Bankruptcy Court shall have entered an Order, in form and substance acceptable to Lender in its sole and absolute discretion, approving this Amendment and containing such other documents relief as may be customary and required under applicable Law, or reasonably required determined by ▇▇▇▇▇▇ (the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed“Amendment Approval Order”); (iivi) The Lender shall have received a corrected signature page of ▇▇▇▇▇-Co to the Credit Agreement; and (vii) The Lender shall have received certificates of incumbency and such other documents as may be customary authority from the Trustees of the 1997 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Trust and required under applicable Lawthe ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ GST Exemption Residuary Trust evidencing the due authorization, or reasonably required by execution, and delivery of the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, Reaffirmation of Guaranty dated as of November 10, 2014 executed by the date hereofGuarantors that are in form and substance acceptable to Lender in its sole and absolute discretion. (b) Lender may elect in its sole and absolute discretion that any of the above listed conditions precedent be converted to post-Amendment Effective Date covenants of the Borrowers and the Guarantors. In the event Lender makes such election, Borrowers and signed by an executive officer of Buyer, certifying that Guarantors covenant and agree to satisfy each of the representations items set forth in Section 3(a) hereof on or before a time determined by ▇▇▇▇▇▇ at the time of its election in its sole and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofabsolute discretion.

Conditions Precedent. 2.1. The following are This Amendment shall become effective and be deemed effective as of December 6, 2016 (the conditions precedent (opschortende voorwaarden“Effective Date”) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior subject to the execution Agent’s receipt of this deed: a. Buyer shall have delivered the following, each in form and substance satisfactory to the Notaryeach Administrative Agent: (ia) (A) a written shareholders’ resolution approving the transfer counterparts of the First Tranche Subject Shares, this Amendment duly executed by Buyerthe Transferor, Seller the Collection Agent, the Conduit Investors, the Bank Investors, the Administrative Agents and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyAgent; (iib) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver an amendment to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Receivables Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificateAgreement, dated as of the date hereof, substantially in the form of Exhibit VI hereto, duly executed and signed delivered by an executive officer of Buyer, certifying that each of the representations parties thereto (and warranties of Buyer contained in this deed are true and correct in all respects at and as each of the date hereof; andparties hereto, by its execution of this Amendment, hereby consents to such execution and delivery); f. Seller shall deliver (c) an amendment to Buyer a certificatethe Transferring Affiliate Letter, dated as of the date hereof, substantially in the form of Exhibit VII hereto, duly executed and signed delivered by a duly authorized signatory of Seller, certifying that each of the representations parties thereto (and warranties each of Seller contained in the parties hereto, by its execution of this deed are true Amendment, hereby consents to such execution and correct in all respects at and delivery); (d) an amendment to the Parent Agreement, dated as of the date hereof, substantially in the form of Exhibit VIII attached hereto, duly executed and delivered by each of the parties thereto; (e) counterparts of the amended and restated Investor Fee Letter and the amended and restated Agent Fee Letter, each dated as of the date hereof, duly executed by each of the respective parties thereto; (f) a waiver and consent, dated as of the date hereof, duly executed and delivered by each of the parties thereto; (g) confirmation that all fees due and payable on or before the Effective Date have been paid in full; (h) to the extent requested by any Conduit Investor, such Conduit Investor shall have received confirmation from each Rating Agency rating the Commercial Paper of such Conduit Investor or its Related CP Issuer that the execution and delivery of this Amendment and the transactions contemplated hereby will not result in the reduction or withdrawal of the then current rating of the Commercial Paper issued by such Conduit Investor or its Related CP Issuer; (i) a Certificate of the Collection Agent certifying therein (i) true and correct copies of the forms of Contracts, (ii) a true and correct copy of the Credit and Collection Policy, (iii) a true and correct copy of the Account Schedule and (iv) a true and correct copy of the FI/MAC Schedule; (j) an Investor Report dated as of the end of the last day of September 2016; (k) a Cash Collections Report dated as of the end of the last day of September 2016; and (l) such other documents, instruments, certificates and opinions as the Agent or any Administrative Agent shall reasonably request.

Conditions Precedent. 2.1. The following are Concurrently with the conditions precedent execution and delivery hereof (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior except to the execution extent otherwise indicated below), and as a further condition to the effectiveness of this deed: a. Buyer shall have delivered Amendment and the agreement of Lender to the Notarymodifications and amendments set forth in this Amendment: (ia) Lender shall have received a photocopy of an executed original or executed original counterparts of this Amendment by facsimile (Awith the originals to be delivered within five (5) a written shareholders’ resolution approving Business Days after the transfer of date hereof), as the First Tranche Subject Sharescase may be, duly authorized, executed and delivered by Buyer, Seller Borrowers and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyGuarantors; (iib) duly legalized powers-of-attorney with respect Lender shall have received, in form and substance satisfactory to execution Lender, true and complete copies of this deedall of the ▇▇▇▇▇▇▇ Term Loan Documents, the Certificate of Designation of the Series D Preferred Stock, the ▇▇▇▇▇▇▇ Series D Warrant and the form of the Amendments to the Hanover Certificate of Incorporation; (iiic) Lender shall have received, in form and substance satisfactory to Lender, the shareholders’ register of the Company▇▇▇▇▇▇▇ Intercreditor Agreement; (ivd) and such other documents as may be customary and required under applicable LawLender shall have received at the payment direction of Borrowers for the account of Borrowers, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer proceeds of the First ▇▇▇▇▇▇▇ Term Loans in the amount of not less than $19,800,000 from ▇▇▇▇▇▇▇, a portion of which loan proceeds shall be used to repay in full Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedB Term Loan; (iie) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereofclosing and after giving effect to the transactions contemplated by this Amendment, Borrowers shall have Excess Availability of not less than $20,000,000; (f) Lender shall have received, in form and signed substance satisfactory to Lender, Secretary's or Assistant Secretary's Certificates of Directors' Resolutions and Shareholders' Consent evidencing the adoption and subsistence of corporate resolutions approving the execution, delivery and performance by an executive officer Borrowers and Guarantors (other than the consent of Buyerthe shareholders of Hanover) that are corporations of this Amendment and the agreements, certifying that documents and instruments to be delivered pursuant to this Amendment; (g) Lender shall have received, in form and substance satisfactory to Lender, the consent of all Participants to this Amendment and the transactions contemplated hereby; and (h) each of the representations Borrowers and warranties of Buyer contained in this deed are Guarantors shall deliver, or cause to be delivered, to Lender a true and correct in all respects at and as copy of the date hereof; and f. Seller shall deliver any consent, waiver or approval to Buyer a certificate, dated as or of the date hereofthis Amendment that any Borrower or Guarantor is required to obtain from any other Person, and signed by such consent, approval or waiver shall be in a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofform reasonably acceptable to Lender.

Conditions Precedent. 2.1. The following 8.1 This Deed of Amendment and Restatement will enter into force on the Effective Date, only if: (a) the Issuer has received confirmation from the Rating Agencies that: (i) the rating of each relevant Series of Notes will not be affected by the amendments to the Series Revolving Period Expiration Date, (ii) the Rating Agencies have confirmed that the assignment of new ratings are not lower than the conditions precedent (opschortende voorwaarden) rating for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) then outstanding Notes prior to the execution relevant Series Revolving Period Expiration Date having been extended or (iii) the Issuer has received a new rating confirmation which states the same rating for the relevant Series of this deed: a. Buyer shall have delivered Notes as is applicable prior to the NotarySeries Revolving Period Expiration Date; (b) the Issuer has confirmed that it has received a confirmation from the Rating Agencies pursuant to clause 8.1(a) above and that it agrees to the requested amendments; (c) the Issuer having entered into one or more interest rate swap agreements with an Eligible Swap Counterparty under which the floating rate interest payments on the aggregate nominal amount for each Class of Notes and each Series of Notes are hedged to the Final Maturity Date of the Notes; (d) legal opinions dated the Closing Date of: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant ▇▇▇▇▇ ▇▇▇▇▇▇▇ International LLP with respect to German law as to the articles of association of the CompanyTransaction Documents governed by German law and other relevant matters; (ii) duly legalized powers-of-attorney ▇▇▇▇▇ Lovells International LLP with respect to execution of this deedEnglish law as to the Transaction Documents governed by English law and other relevant matters; (iii) ▇▇▇▇▇ Lovells International LLP with respect to tax matters in the shareholders’ register of the CompanyUnited Kingdom; (iv) ▇▇▇▇▇ ▇▇▇▇▇▇▇ (Luxembourg) LLP, Luxembourg with respect to Luxembourg law as to the Transaction Documents and such other documents relevant matters; and (v) Shepherd and Wedderburn LLP with respect to Scots law as may be customary to certain of the Transaction Documents and required under applicable Law, or reasonably required other relevant matters; (e) receipt by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer relevant Note Purchaser of certificates (dated as of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(AClosing Date) above to be duly executed by Seller, if applicable. c. Seller shall deliver to from each of the NotaryIssuer and VWFS confirming: (i) a duly legalized power-of-attorney with respect to execution the accuracy, truth and correctness of their respective representations and warranties contained in this deedDeed and the other Transaction Documents; (ii) and such other documents as may be customary and required under applicable Lawthat since 26 May 2020, there having been no material adverse change or reasonably required by any development likely to involve a material adverse change in the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as condition (financial or otherwise) or general affairs of the date hereofIssuer and/or VWFS (as the case may be) which would be likely to materially prejudice the placement, distribution or sale of the Notes or dealing in the Notes in the secondary market whether or not such placement, distribution or sale or dealing of the Notes be actually envisaged; and (iii) the solvency of the Issuer and VWFS (as the case may be), in each case signed by an executive officer of Buyerauthorised signatory, certifying that each of in form and substance satisfactory to the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofrelevant Note Purchaser; and f. Seller shall deliver to Buyer a certificate, dated as of (f) the date hereof, and signed Swap Agreements having been duly executed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofrespective parties thereto.

Conditions Precedent. 2.1. The following are the (a) As conditions precedent (opschortende voorwaarden) for to the Transaction Transaction, the Buyer shall have received, or the following shall have been accomplished, on or before the Closing Date, in form and substance satisfactory to occur, which the Buyer and duly executed by the Seller and Buyer declare any third party thereto: (i) Each of the Program Documents, duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) The P Certificate with respect to Trust 2004-1; (iii) Evidence that all other actions necessary or, in the opinion of the Buyer, desirable to perfect and protect the Buyer's interest in the Purchased Assets and other Collateral have been satisfied taken, including, without limitation, duly executed and filed Uniform Commercial Code financing statements on Form UCC-1; (iv) A certified copy of the Seller's corporate resolutions approving the Program Documents and the Transaction, and all documents evidencing other necessary corporate action or waived governmental approvals as may be required in connection with the Program Documents; (v) Opinions of the Seller's counsel as to such matters as the Buyer may reasonably request and which waiver has been accepted in form and substance acceptable to the Buyer, including but not limited to (A) the perfection of the Buyer's security interest and Uniform Commercial Code filings, (B) the enforceability of the Program Documents, (C) the true sale or contribution of the Purchased Assets from (1) ABFS and its Subsidiaries to Trust 2004-1 and (2) Trust 2004-1 to the Seller, (D) the nonconsolidation of (1) ABFS or its Subsidiaries with Trust 2004-1 and (2) Trust 2004-1 and the Seller, (E) the status under the Code of this Agreement as a "securities contract", (F) the Investment Company Act and (G) from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Fingersh regarding the Trusts; (vi) A description of the intended use by Seller of the proceeds represented by the Initial Securities Purchase Price, in form and substance satisfactory to the Buyer in its sole discretion; (vii) Copies of certified resolutions of the Board of Directors of ABFS and the other ABFS Entities party hereto (including any applicable committees thereof) authorizing and approving this Agreement and the Transaction, in form and substance satisfactory to the Buyer; (viii) the Buyer and all participants herein or lenders thereto shall have received all Fees (including, without limitation, the Repurchase Option Premium) required to be paid, and reimbursement for all expenses for which invoices have been presented; (ix) The Buyer shall have received and determined as satisfactory, prior to the execution Closing Date, (i) ABFS's annual report and final audited, consolidated financial statements for the fiscal year ended June 30, 2004 substantially in the form filed or to be filed with the SEC on Form 10-K, together with the opinion thereon of BDO ▇▇▇▇▇▇▇, LLP; and (ii) all correspondence between ABFS and the SEC regarding ABFS's registration statement on Form S-2 filed on October 15, 2004 regarding its retail secured subordinated indebtedness; (x) the Buyer or their designee shall have received with respect to the related Purchased Assets or the 2003-2 IO (if applicable) (unless otherwise specified in this deedAgreement) the following, in form and substance satisfactory to the Buyer and (if applicable) duly executed: a. (1) The definitive certificate representing ownership of the securities included in the Purchased Assets in the name of the Buyer; (2) Each Governing Agreement with respect to such Purchased Asset and 2003-2 IO, a list is set forth on Schedule III hereto and Buyer shall have delivered all certificates required of Buyer under all such Governing Agreements; (3) Copies of any bond insurer consents with respect to the transfer of the Purchased Assets to the Seller and from the Seller to the Buyer, all in form and substance satisfactory to the Buyer in its sole discretion; (4) Copies of the Trustee Direction Letters; and (5) Such certificates, opinions of counsel or other documents executed in connection with the Transaction by or on behalf of any ABFS Entity or any other documents that the Buyer may reasonably request in connection therewith; (xi) No Default or Event of Default shall have occurred and be continuing; (xii) All representations and warranties in the Program Documents hereof shall be true and correct on the Closing Date; (xiii) No event or events shall have been reasonably determined by the Buyer to have occurred resulting in the effective absence of a "repo market" for a period of at least two (2) consecutive days respecting loans or mortgage-backed or asset-backed securities such that the Buyer is or was unable after good faith efforts to finance or fund purchases under this Agreement through the "repo market" or the Buyer's customers; (xiv) ABFS shall have obtained a "key man" life insurance policy on the life of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to be collaterally assigned to the Buyer, in an amount at least equal to $2,000,000; (xv) Buyer shall receive prior written notice from the insurer of any termination of ABFS's errors and omissions insurance and fidelity bond; (xvi) ABFS shall have received one or more definitive warehouse commitments (or similar financing arrangements) for one or more Additional Warehouse Lines, which Additional Warehouse Lines shall be required to close (and at least one which shall have funded) not later than the Closing Date, and ABFS shall have delivered to the Notary:Buyer an Officer's Certificate certifying the same; (xvii) There shall not have occurred and be continuing one or more events that, in the reasonable judgment of the Buyer, constitute(s) or should reasonably be expected to constitute, a Material Adverse Effect; (xviii) The Seller shall have registered the applicable Purchased Assets in the name of the Buyer. In connection with any account to which the Purchased Assets are credited or otherwise held, the Seller shall execute and deliver such other and further documents or instruments necessary, in the reasonable opinion of the Buyer, to effect and perfect a legally valid delivery of the relevant interest granted therein to Buyer hereunder. Any account to which the Purchased Assets are credited or otherwise shall be designated as the Buyer may direct; (xix) Chrysalis and Clearwing Capital, LLC shall have released all of their respective interests in the Purchased Assets and the servicer advances and reimbursement rights granted to ABFS Warehouse Trust 2003-1 on October 14, 2003, such release to be in form and substance satisfactory to the Buyer; and (xx) Information and/or documents satisfactory to the Buyer in its sole discretion shall have been provided by Seller to Buyer regarding and/or evidencing any outstanding Liens with respect to the 2003-2 IO (including but not limited to the 2003-2 Officer's Certificate). (b) The following shall be ongoing conditions required to be satisfied by the Seller throughout the term of this Agreement (including as of the Closing Date): (i) (A) a written shareholders’ resolution approving the transfer No Default or Event of the First Tranche Subject Shares, duly executed by Buyer, Seller Default shall have occurred and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Companybe continuing; (ii) duly legalized powers-of-attorney with respect to execution of this deedAll representations and warranties in the Program Documents hereof shall be true and correct; (iii) No event or events shall have been reasonably determined by the shareholders’ register Buyer to have occurred resulting in the effective absence of a "repo market" for a period of at least two (2) consecutive days respecting loans or mortgage-backed or asset-backed securities such that the CompanyBuyer is or was unable to finance or fund purchases under this Agreement through the "repo market" or the Buyer's customers; (iv) There shall not have occurred and such other documents as may be customary and required under applicable Lawcontinuing one or more events that, or reasonably required by in the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer reasonable judgment of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(ABuyer, constitute(s) above or should reasonably be expected to be duly executed by Sellerconstitute, if applicable. c. Seller shall deliver to the Notary:a Material Adverse Effect; and (iv) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. The Buyer shall transfer have received (A) the [Purchase Price][Initial Purchase Price] financial statements required pursuant to Section 13(c) hereof; (B) current financial statements from the servicers of ABFS's securitizations and warehouse facilities, prepared in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificateGAAP, dated as of the date hereofalong with certifications, and signed by an executive officer of Buyer, certifying which must evidence that each such servicer has a positive net worth (and cover related matters); (C) all data regarding ABFS's or any of the representations and warranties of its Subsidiaries' outstanding securitizations as Buyer contained in this deed are true and correct in its sole discretion may request (including all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.servicer or trustee reports regarding same);

Conditions Precedent. 2.1. SECTION 3.01 The following are effectiveness of the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior amendments in Article II of this Amendment is subject to the execution satisfaction of this deed: a. Buyer shall have delivered to the Notaryfollowing conditions precedent: (a) The Lenders shall have received (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Sharesthis Amendment, duly executed by Buyerthe Borrower and the Lenders, Seller and Oil & Gas Technology Consultants (Netherlandsii) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws certificate of the NetherlandsSecretary of the Borrower acknowledging (A) that the Borrower's Board of Directors has adopted, or approved, consented to and ratified resolutions which authorize the execution, delivery and performance by the Borrower of this Amendment, and (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer names of the First Tranche Subject Sharesofficers of the Borrower authorized to sign this Amendment together with specimen signatures of such officers, which (iii) a Consent and Ratification of the existing Guaranty Agreements, substantially in each case is effective pursuant the form of Exhibit G to the articles Credit Agreement, executed by each Guarantor, (iv) the Seasonal Revolving Credit Notes executed by the Borrower, (v) the letter agreement between Borrower and Agent dated of association of even date herewith, and (vi) such additional documents, instruments and information as the CompanyAgents or any Lender may reasonably request; (iib) duly legalized powers-of-attorney with respect to execution of this deed; (iii) The representations and warranties contained herein and in the shareholders’ register of Credit Agreement, as amended hereby, and the Company; (iv) other Credit Documents shall be true and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced correct in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated all material respects as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of if made on the date hereof; (c) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to the Agents and the Required Lenders and their legal counsel; (e) Agent shall have received financial statements, in form and substance satisfactory to Agent, of the Borrower through November 30, 2001; (f) Agent shall received a collateral audit, in the form and substance satisfactory to the Agent and the Lenders; and f. Seller (g) Borrower shall deliver have paid the commitment fee accrued pursuant to Buyer a certificate, dated as Section 2.06 of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in Agreement (prior to giving effect to this deed are true and correct in all respects at and as of Amendment) through the date hereofof this Amendment.

Conditions Precedent. 2.1. The following are the As conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution advance of this deed: a. Buyer shall have delivered to the NotaryLoan by the Lender: (ia) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer the Borrower contained in this deed are paragraph 13 shall be true and correct in all material respects at and the Borrower shall have complied with all covenants required to be complied with by it prior to the advance of the Loan by the Lender, including but not limited to the delivery and registration, as appropriate, of the security referred to above; (b) the Borrower will have received conditional approval from the Exchange for the transactions contemplated herein, including the issuance of the Bonus Shares, and will have provided the Lender with written evidence of same; (c) the Borrower will have duly filed or recorded a Joint Stipulation and Cross-Conveyance with the State of Louisiana, Parish of St. Charles, confirming the Borrower's 91.25% operating interest and 68.4375% net revenue interest in the Bayou Couba property (prior to the assignment of a 10% interest to TransAtlantic pursuant to a Production Payment Conveyance Agreement between TransAtlantic and the Borrower dated as of March 12, 2003); (d) execute and deliver to the date hereofLender a certified copy of the Borrower's directors' resolutions authorizing the Loan and the execution and delivery of all documents, certificates or instruments contemplated herein, in form satisfactory to the Lender and its counsel. (e) the Lender will have received legal opinions, in form and terms satisfactory to the Lender and its counsel, confirming the registration, recording, validity, enforceability and priority of the Lender's Security and such other matters as the Lender may require; (f) the Borrower will have delivered to Middlemarch Partners Limited ("Middlemarch") the 166,700 bonus shares or the $50,000 cash bonus in lieu thereof due under paragraph 5 of the Middlemarch Loan Agreement dated August 2, 2002, and will have paid out and discharged all indebtedness under the Middlemarch Loan Agreement; (g) the Borrower will have filed an annual information form in all jurisdictions in which the Borrower is a reporting issuer and otherwise take all steps and proceeds as may be required to qualify the Borrower as a "qualifying issuer" as that term is defined in Multilateral Instrument 45-102 ("MI 45-102"), so as to permit the Borrower to issue the Bonus Shares subject to a maximum hold period of four (4) months under MI 45-102; (h) the Lender shall have completed and in its sole and absolute discretion, be satisfied with its due diligence review of the Borrower; and f. Seller (i) the Lender shall deliver have received the approval of its board of directors, and shall in its sole and absolute discretion, be satisfied as to Buyer a certificate, dated as the creditworthiness of the date hereofBorrower and the adequacy of the collateral security provided herein. If any of the foregoing conditions precedent are not satisfied or waived by the Lender in writing on or before March 28, 2003, this Agreement shall terminate, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained Lender shall be under no further obligation to the Borrower in this deed are true and correct in all respects at and as of connection with the date hereoftransaction contemplated herein.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior effectiveness of Article 2 of this Amendment is subject to the execution satisfaction of this deedthe following conditions precedent: a. Buyer (a) the representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date; (b) no Default or Event of Default shall be in existence; (c) the Borrowers and the Lenders shall have delivered to the Notary:Agent an executed original copy of this Amendment, the Ex-Im Bank Borrower Agreement, each Ex-Im Bank Guaranteed Loan Note, the Export-Import Bank of the United States Joint Application for Working Capital Guarantee, and each other agreement, document, or instrument reasonably requested by the Agent in connection with this Amendment; (d) the Borrowers, the Agent, and CapitalSource Finance LLC shall have entered into an Amended and Restated Subordination and Intercreditor Agreement dated as of the Amendment Date; (e) the Borrowers shall have paid to the Agent all fees, costs, and expenses owed to Akerman, Senterfitt & Edison, P.A.; (f) the Agent shall have received a written waiver letter from the Ex-Im Bank pertaining to those items requested by the Agent in its written request to the Ex-Im Bank dated May 30, 2002; (g) the Borrowers shall have paid the fees set forth in the Amendment Letter to the Agent's Letter dated as of May 30, 2002; (h) the Borrowers shall have paid to the Agent all fees, costs, and expenses owed to and/or incurred by the Agent arising in connection with the Credit Agreement or this Amendment, including, without limitation, the reasonable fees, costs, and expenses of the Agent's legal counsel, Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation; and (i) all proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to (Ai) a written shareholders’ resolution approving the transfer of the First Tranche Subject SharesAgent, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; the Lenders, and (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable LawAgent's legal counsel, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by SellerJenkens & ▇▇▇▇▇▇▇▇▇, if applicablea Professional Corporation. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The This Amendment shall become effective on the date when all of the following are conditions, the conditions satisfaction of each of which is a condition precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution effectiveness of this deed: a. Buyer Amendment, shall have delivered to the Notaryoccurred: (i) (A) CIT shall have received a written shareholders’ resolution approving fully executed counterpart or original of this Amendment, including revised Schedule 1.01 A to the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or Credit Agreement; (B) duly adopted minutes of a duly convened shareholder’s meeting approving CIT shall have received the transfer of Second Amended and Restated Promissory Note, substantially in the First Tranche Subject Sharesform annexed hereto as Exhibit A, which in each case is effective pursuant to executed by the articles of association of the CompanyBorrower; (iiC) duly legalized powers-of-attorney with respect to execution CIT shall have received a fully executed counterpart or original of this deeda Confirmation of Continuing Secured Guaranties, executed in favor of CIT by each Guarantor, substantially in the form annexed hereto as Exhibit B; (iiiD) the shareholders’ register CIT shall have received a Certificate of the CompanySecretary of the Borrower (1) relating to the adoption of the resolutions of the Board of Directors of the Borrower, approving this Amendment and the other documents executed or to be executed by the Borrower in connection herewith and in connection with the Claiborne Purchase Agreement and the Steffe Purchase Agreement and (2) certifying that since June 4, 1997, no amendment or modification to the certificate of incorporation and by-laws of the Borrower has been made, and further certifying the names and incumbency of officers of the Borrower authorized to sign this Amendment and the other documents to be executed in connection herewith and the validity of the signatures of such officers; (ivE) and such other documents as may be customary and required under applicable Law, or reasonably required by CIT shall have received a Solvency Certificate from the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer chief financial officer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to Parent and the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedBorrower; (iiF) CIT and such other its counsel shall have received copies of the definitive Claiborne Purchase Agreement and the Steffe Purchase Agreement and all ancillary documents relating thereto, each as may be customary and required under applicable Law, or reasonably required by the Notaryexecuted; d. Buyer (G) CIT shall transfer the [Purchase Price][Initial Purchase Price] have received, in accordance with Article 4.2 hereof. e. Buyer shall deliver form and substance satisfactory to Seller CIT, a certificate, dated as collateral assignment of all of the date hereof, and signed by an executive officer of Buyer, certifying that Borrower's rights under each of the Steffe Purchase Agreement and the Claiborne Purchase Agreement; (H) Upon the effectiveness of this Amendment, all representations and warranties of Buyer contained set forth in this deed are Amendment and in the Credit Agreement (except for such inducing representations and warranties that were only required to be true and correct as of a prior date) shall be true and correct in all material respects at on and as of the effective date hereof; (I) No event or development shall have occurred since the date of delivery to CIT of the most recent financial statements of the Parent and its Subsidiaries which event or development has had or is reasonably likely to have a Material Adverse Effect; (J) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance to CIT and its counsel; (K) There shall be no action, suit or proceeding pending or threatened against the Borrower before any court (including any bankruptcy court), arbitrator or governmental or administrative body or agency which challenges or relates to the consummation of the transactions contemplated by the Steffe Purchase Agreement or the other transactions contemplated herein; (L) CIT shall have received payment for its own account of a closing fee in the amount of $200,000, which shall be payable in cash and which, when paid, shall be deemed to be fully earned and non-refundable; (M) CIT shall have received a legal opinion from the firm of Parker Chapin LLP, in form and substance satisfactory to CIT and its co▇▇▇▇▇, ▇▇▇ ▇▇ch further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of CIT and its counsel to carry out the provisions and purposes of this Amendment; (N) CIT and its counsel shall have received and reviewed to their satisfaction results of UCC searches performed with respect to (i) any new locations set forth in revised Schedule 1.01A to the Credit Amendment,(ii) the assets of Steffe purchased by the Borrower pursuant to the Steffe Purchase Agreement; and (iii) the assets of Claiborne purchased by the Borrower pursuant to the Claiborne Purchase Agreement; (O) CIT shall have received evidence, satisfactory to it, that the Borrower has obtained adequate insurance, in accordance with the terms of the Credit Agreement, for each of the locations set forth in revised Schedule 1.01 A to the Credit Agreement; and f. Seller (P) CIT shall deliver have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of CIT and its counsel to Buyer a certificate, dated as carry out the provisions and purposes of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofAmendment.

Conditions Precedent. 2.1(a) Conditions Precedent to the -------------------- --------------------------- Obligations of the Pass Through Trustee. The following obligation of the Pass Through --------------------------------------- Trustee to make the payments described in Section 1(a)(i) and to enter into the --------------- Fundamental Documents to which it is a party are subject to the conditions precedent (opschortende voorwaarden) for the Transaction to occurfulfillment, which Seller and Buyer declare have been satisfied on or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution Closing Date, of this deed: a. Buyer shall have delivered to the Notaryfollowing conditions precedent: (i1) (A) a written shareholders’ resolution approving No change shall have occurred after the transfer date of the First Tranche Subject Sharesexecution and delivery of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory or judicial authorities which, duly executed in the opinion of each Pass Through Trustee, would make it a violation of law or regulations for the Pass Through Trustee to make the payments described in Section 1(a), to execute, deliver and perform the ------------ Fundamental Documents, to acquire the 747 Leased Equipment Notes or to realize the security afforded by Buyer, Seller the 747 Leased Aircraft Indenture. (2) The Owner Trustee shall have tendered the 747 Leased Equipment Notes to the Indenture Trustee for authentication and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws Indenture Trustee shall have authenticated such 747 Leased Equipment Notes and shall have tendered the 747 Leased Equipment Notes to the Subordination Agent on behalf of the Netherlands, Pass Through Trustee in accordance with Section 1. --------- (3) The Pass Through Trustee shall have received duly authorized and validly executed counterparts or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer conformed copies of the First Tranche Subject Shares, which following documents in each case is effective pursuant form and substance satisfactory to the articles of association of the CompanyPass Through Trustee and all such documents shall be in full force and effect: (1) this Agreement; (ii2) duly legalized powers-of-attorney with respect to execution of this deedthe Basic Pass Through Trust Agreement and each Trust Supplement; (iii3) the shareholders’ register of the CompanyIntercreditor Agreement; (iv4) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer Liquidity Facility for each of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by SellerClass A-1 Trust, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedClass A-2 Trust, and the Class B Trust; (ii5) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary747 Leased Aircraft Indenture; d. Buyer shall transfer (6) the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof.747 Leased Aircraft Participation Agreement; e. Buyer shall deliver to Seller a certificate(7) the 747 Leased Aircraft Trust Agreement; (8) the 747 Leased Aircraft Lease Agreement; (9) the Amended and Restated Guaranty, dated as of July 20, 2000 (the date hereof"747 Leased Aircraft Owner Participant Guaranty Agreement") -------------------------------------------------------- by Fleet National Bank and a letter from Fleet National Bank confirming that the Pass Through Trustee is entitled to the benefits thereof; (10) the 747 Leased Aircraft Assignment and Assumption Agreement; (11) acknowledgment copies of properly completed precautionary Uniform Commercial Code financing statements (and any amendments thereto) reflecting United as debtor, the Owner Trustee as secured party and signed by an executive officer of Buyer, certifying that each the Indenture Trustee as assignee of the representations and warranties Owner Trustee filed with the Secretary of Buyer contained in this deed are true and correct in all respects at and as State of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.Illinois;

Conditions Precedent. 2.1. The following Notwithstanding any contrary provisions, the foregoing paragraphs in this Agreement are not effective unless and until: (a) Borrower’s representations and warranties in this Agreement are true and correct; (b) no event of default (other than the conditions precedent Existing Event of Default) shall have occurred and be continuing under the Notes or the Loan Documents and no event or condition shall have occurred that with the giving of notice or lapse of time or both would be an event of default thereunder; (opschortende voorwaardenc) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver BCS has been accepted by Seller and Buyer) prior to the execution received counterparts of this deed: a. Buyer shall have delivered to Agreement executed by Borrower; (d) BCS has received a fully executed version of the Notary: Stock Pledge Agreement, by and between Borrower as pledgor and BCS as pledgee, in the form attached hereto as Exhibit A (the “MOD Stock Pledge Agreement”); (e) BCS has received original stock certificates evidencing Borrower’s ownership of the shares of MOD stock received by Borrower as a result of the consummation of the Transaction; (f) BCS has received a fully executed version of the Stock Pledge Agreement, by and between MOD as pledgor and BCS as pledgee, in the form attached hereto as Exhibit B (the “Subsidiary Stock Pledge Agreement”); (g) BCS has received original stock certificates evidencing MOD’s ownership of the shares of NSC and NSI stock, respectively, received by MOD as a result of the consummation of the Transaction; (h) BCS has received a fully executed version of the Subsidiary Guaranty, by and among NSC and NSI as guarantors and BCS as beneficiary, in the form attached hereto as Exhibit C (the “Guaranty,” and together with the MOD Stock Pledge Agreement and Subsidiary Stock Pledge Agreement, the “Ancillary Agreements”); and (i) (A) a written shareholders’ resolution approving all corporate proceedings taken by Borrower in connection with the transfer of the First Tranche Subject Sharestransactions contemplated by this Agreement and all documents, duly executed by Buyer, Seller instruments and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant other legal matters incident thereto shall be reasonably satisfactory to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) Borrower and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicableits legal counsel. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. 4.1 The Buyer's performance of its obligations under this Agreement shall be subject to the following are conditions precedent: 4.1.1 the conditions precedent (opschortende voorwaarden) for representations, undertakings and warranties of Seller in Schedule 5 of this Agreement shall be substantially true, accurate and complete in all aspects and free of misleading and shall be effective as at the Transaction to occur, which Seller and Buyer declare have been satisfied Closing Date, 4.1.2 no action or waived (and which waiver other legal proceedings has been accepted commenced or threatened to be commenced against the Seller which may restrict the transfer of Equity Interest hereunder or cause such transfer to be impossible or illegal except for those instituted directly or indirectly by the Buyer; 4.1.3 the Seller has provided the Buyer with a true copy certified by its director or company secretary evidencing that its Board of Directors has validly approved the Seller to execute and Buyerperform this agreement, to transfer the Equity Interest and the name and signature of the person being authorised to sign this Agreement and the related documents; 4.1.4 the Seller has provided the Buyer with a copy of the resolution validly resolved by the Shareholders Meeting of Wuxi Huayi which contains, including but without limitation, that (a) prior to the execution of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving it has approved the transfer of the First Tranche Subject Shares, duly executed Equity Interest by the Seller to the Buyer, Seller ; (b) it has agreed to waive its pre-emptive right to the Equity Interest; and Oil & Gas Technology Consultants (Netherlandsc) Coöperatie U.A., a cooperative (coöperatieit has agreed that Clause 10(d) incorporated under the Laws of the NetherlandsJV Contract shall not be applicable to the transaction contemplated in this Agreement; 4.1.5 the Seller has provided the Buyer with a copy of the resolution validly resolved by the Board of Directors of the JV Company which contains, or including but without limitation, that (Ba) duly adopted minutes of a duly convened shareholder’s meeting approving it has approved the transfer of the First Tranche Subject Shares, which in each case is effective pursuant Equity Interest by the Seller to the articles Buyer; (b) the JV Company shall adopt the New Articles and make application to the relevant PRC government authorities for new Approval Certificate and business licence; and (c) it has approved the resignation of association all directors appointed by the Seller and the appointment of the Companypersons nominated by the Buyer as the new directors; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving 4.1.6 the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed Equity Interest has been approved by Seller, if applicable. c. Seller shall deliver the Commerce Department or any other PRC government authorities and the Approval and the Approval Certificate have teen issued to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedJV company; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The Amendment Effective Date shall occur upon the satisfaction of all of the following are conditions precedent: (a) The Borrower, the conditions precedent Administrative Agent and the Required Banks shall have executed this Amendment (opschortende voorwaardensuch execution may be in several counterparts and the several parties hereto may execute on separate counterparts); (b) The Administrative Agent shall have received for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior benefit of the Banks in sufficient counterparts for distribution to the execution of this deed: a. Buyer shall have delivered to the NotaryBanks: (i) (A) a written shareholders’ resolution approving copies, certified as true, correct and complete by the transfer Secretary or Assistant Secretary of the First Tranche Subject SharesBorrower, of resolutions regarding the transactions contemplated by this Amendment (including without limitation the Corporate Reorganization), duly executed adopted by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws Board of Directors of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which Borrower and satisfactory in each case is effective pursuant form and substance to the articles of association of the CompanyRequired Banks; (ii) duly legalized powers-of-attorney an incumbency and signature certificate for the Borrower satisfactory in form and substance to the Administrative Agent; and (iii) the legal opinion of counsel to the Borrower in the form of Exhibit A attached hereto; (c) The Administrative Agent shall have received all fees payable to it and to the Banks in connection with respect to the execution and delivery of this deedAmendment; (d) Each of the representations and warranties set forth in Section 5 of the Credit Agreement shall be true and correct, except that the representations and warranties made under Section 5.2 shall be deemed to refer to the most recent financial statements furnished to the Banks pursuant to Section 7.4 of the Credit Agreement; and (e) The Borrower shall be in full compliance with all of the terms and conditions of the Loan Documents and no Event of Default or Potential Default shall have occurred and be continuing thereunder or shall result after giving effect to this Amendment. 2.2. The Guaranty Effective Date shall occur upon the satisfaction of all of the following conditions precedent: (a) The Amendment Effective Date shall have occurred; (b) The Administrative Agent shall have received for the benefit of the Banks in sufficient counterparts for distribution to the Banks: (i) the Guaranty Agreement executed by the Guarantors; (ii) good standing certificates for each Guarantor issued by the states of Delaware and Louisiana, as applicable, issued not more than 35 days before the Guaranty Effective Date; (iii) the shareholders’ register copies of the Companyarticles of incorporation or articles of formation, and all amendments thereto, of each Guarantor, certified by the Secretary of State of its state of incorporation or formation not more than 35 days before the date of this Amendment; (iv) copies of the By-Laws or operating agreement, and such other documents all amendments thereto, of each Guarantor, certified as may be customary true, correct and required under applicable Law, or reasonably required complete on the date hereof by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer Secretary or Assistant Secretary of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedeach Guarantor; (iiv) copies, certified as true, correct and such other documents as may be customary and required under applicable Lawcomplete by the Secretary or Assistant Secretary of each Guarantor, of resolutions, or reasonably required the consent of sole member in the case of MissChem Nitrogen, regarding the transactions contemplated by this Amendment (including without limitation the Corporate Restructuring), duly adopted by the NotaryBoard of Directors or sole member, as the case may be, of each Guarantor and satisfactory in form and substance to the Required Banks; d. Buyer shall transfer (vi) an incumbency and signature certificate for each Guarantor satisfactory in form and substance to the [Purchase Price][Initial Purchase Price] Administrative Agent; and (vii) the legal opinion of counsel to each Guarantor in accordance with Article 4.2 hereof.the form of Exhibit B attached hereto; e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each (c) Each of the representations and warranties set forth in Section 5 of Buyer contained in this deed are the Credit Agreement shall be true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificatecorrect, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying except that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as made under Section 5.2 shall be deemed to refer to the most recent financial statements furnished to the Banks pursuant to Section 7.4 of the date hereofCredit Agreement. (d) The Borrower shall be in full compliance with all of the terms and conditions of the Loan Documents and no Event of Default or Potential Default shall have occurred and be continuing thereunder or shall result after giving effect to this Amendment.

Conditions Precedent. 2.1. The This Amendment shall not be in force or effect until the following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior are met to the execution satisfaction of the Administrative Agent and the Facility B-1 Lenders (the “Facility B-1 Effective Date”): 4.1 no Default or Event of Default shall have occurred or be continuing or would arise immediately after giving effect to or as a result of this deed: a. Buyer Amendment, and the Administrative Agent shall have delivered to the Notary: (i) (A) received a written shareholders’ resolution approving the transfer certificate of an acceptable officer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under Borrower confirming the Laws absence of the Netherlands, any such Default or (B) duly adopted minutes Event of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyDefault; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each all of the representations and warranties of Buyer contained in this deed are the Amended and Restated Credit Agreement and the other Credit Documents shall continue to be true and correct in all material respects at on the date hereof (other than representations and warranties made as of a certain date) as if such representations and warranties were made on the date of this Amendment, and the Administrative Agent shall have received a certificate of an acceptable officer of the Borrower confirming same; 4.3 satisfactory confirmation that no Material Adverse Effect shall have occurred since December 31, 2012, and the Administrative Agent shall have received a certificate of an acceptable officer of the Borrower confirming same; 4.4 the Borrower shall have obtained or shall have used commercially reasonable efforts to obtain a debt rating from ▇▇▇▇▇’▇ Investor Service Inc. and Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., in respect of the Facility B Tranche; 4.5 the Administrative Agent and the Lenders shall have received, in form and substance satisfactory to them and their counsel: 4.5.1 duly executed counterparts of this Amendment; 4.5.2 results of Lien searches from June 14, 2013 to a date reasonably close to the date of this Amendment, of all filings, registrations or recordings of or with respect to all the movable assets of the Borrower and its predecessors in each jurisdiction in which its assets are located or have an office, together with such other documents that the Administrative Agent shall require evidencing, to the entire satisfaction of the Administrative Agent and its counsel, that all such movable assets continue to remain free and clear of all Liens, other than Permitted Liens; 4.5.3 a duly certified copy of the constating documents, by-laws, resolutions and incumbency of the Borrower, certified by an acceptable officer of the Borrower (or to the extent all amendments or additions to such constating documents, by-laws, resolutions and incumbency, if any, have heretofore been delivered to the Administrative Agent, a certificate by an acceptable officer of the Borrower attesting to same); 4.5.4 a certificate of status, compliance, good standing or like certificate issued by the appropriate governmental body of the Borrower’s jurisdiction of incorporation and jurisdiction where it owns any material assets or carries any material business; 4.5.5 the favourable opinions of legal counsel to the Borrower addressed to the Administrative Agent, the Lenders and their legal counsel covering, inter alia, (i) the corporate status, power and capacity of the Borrower, (ii) the authority and legal right of the Borrower to execute this Amendment and to perform its obligations contained therein or incidental thereto, (iii) the due execution and delivery by the Borrower of the Amendment, (iv) the compliance of the Amendment with the constating documents and by-laws of the Borrower and with the laws of the jurisdiction of organisation of the Borrower and with those indicated as governing each such document; (v) the legality, validity, binding effect and enforceability against the Borrower of the Amendment; (vi) the continued legality, validity, binding effect and enforceability of the Security Documents against the Borrower as continuing to secure the obligations of the Borrower under this Amendment and the other Credit Documents; (vii) the continued opposability and perfection of the security created under the relevant Security Documents; and as to such other matters as the Administrative Agent may reasonably require; 4.5.6 satisfactory evidence that all necessary third party consents and authorisations required in connection with the execution, delivery and performance of this Amendment have been obtained, and that all debentures, hypothecs, deeds, instruments, forms, financing statements or equivalent documents required under all applicable Laws to preserve the date hereofSecurity, if any, have been executed, delivered and duly registered, recorded, published and/or filed; and f. Seller shall deliver 4.5.7 all other documents, declarations, certificates, agreements, notices and information that the Administrative Agent or its counsel may reasonably require; 4.6 the entire amount of all fees, costs, charges and expenses contemplated herein or in any other Credit Document, to Buyer a certificatethe extent then owing, dated as including the fees and disbursements of the Administrative Agent’s and Lenders’ legal counsel incurred in connection with the preparation and negotiation of this Amendment, up to and including the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofshall have been paid.

Conditions Precedent. 2.1. The following are Bank’s(s’) obligations under the Agreement will only take effect on the date that all of the conditions precedent referred to below are performed, or, if necessary, on the date the conditions precedent are expressly waived by the Bank(s). 3.1 Conditions precedent specific to Tranche A1 3.1.1 Delivery of documents (opschortende voorwaarden1) for A copy of the Transaction Borrower’s updated statuts, certified to occurbe a true copy by its legal representative; (2) A copy of the updated statuts of LABORATOIRES EUROSILICONE, which Seller certified to be a true copy by its legal representative; (3) An original copy of the Borrower’s and Buyer declare have been satisfied or waived the LABORATOIRES EUROSILICONE’s, k-bis (business register extract) from the relevant Trade and which waiver has been accepted Companies’ Register, dated less than three months; (4) If necessary, a copy of the partners and /or shareholders agreements binding the Borrower’s and LABORATOIRES EUROSILICONE’s partners and /or shareholders; (5) A copy of the minutes of the decisions of the Borrower’s competent corporate bodies, certified by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the NotaryBorrower’s legal representative: (i) (A) a written shareholders’ resolution approving Authorizing the transfer entry into to the Loan, and certifying that the repayment of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case Loan is effective pursuant not contractually subordinated to the articles prior repayment of association of the Company;any other debt, (ii) duly legalized powers-of-attorney with respect to execution the constitution of this deed;the Securities, (iii) the shareholders’ register signature of the CompanyContractual Documents; (iv6) If LABORATOIRES EUROSILICONE’s statuts include an approval clause (clause d’agrément), a copy, certified to conform by LABORATOIRES EUROSILICONE’s legal representative, of the minutes of the decision of LABORATOIRES EUROSILICONE’s competent corporate bodies authorizing the constitution of the Financial Instruments Account Pledge, and such other documents as may be customary and required under applicable Lawapproving the Agent, on behalf of the Banks, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer any other purchaser of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, pledged shares as a new shareholder if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedFinancial Instrument Account Pledge is enforced; (ii7) A copy, certified to be a true copy by LABORATOIRES EUROSILICONE’s legal representative, of LABORATOIRES EUROSILICONE’s certified company accounts for the fiscal year closing December 31 2003, as well as the Statutory Auditors report relating to it; (8) A list, certified to be correct by LABORATOIRES EUROSILICONE’s legal representative, of LABORATOIRES EUROSILICONE’s off balance sheet new commitments made during the period from December 31 2003 to the Drawdown Date of Tranche A1; (9) A recapitulative list, drawn up to the Drawdown Date of Tranche A1 and such other documents as may certified to be customary correct by LABORATOIRES EUROSILICONE’s legal representative, of the short, medium and required under applicable Lawlong term bank debts (including any capital lease agreement) set up for LABORATOIRES EUROSILICONE, detailing the outstanding amount for the medium and long term bank debts, and the amount of the authorizations and the utilizations with each bank concerned, for the short term bank debt and including any operations concerning the transfer and /or the assignment of all or part of LABORATOIRES EUROSILICONE’s customer receivables; (10) A copy, certified to be a true copy by the Borrower’s legal representative, of the due diligence reports relating to the Acquisition; (11) The list of the Borrower’s shareholders certified to be correct by its legal representative, showing that MEDICOR Ltd. directly or indirectly controls 100% of the Borrower’s capital and voting rights; (12) A copy, certified to be a true copy by the Borrower’s legal representative, of an amendment to the agreement for the Shareholder’s Loan, concluded between MEDICOR Ltd. and the Borrower, stipulating: • the partial repayment of up to * * * of the Shareholder’s Loan, with the Drawdown of Tranche A1 of the Loan, • the partial repayment of a minimum amount of * * * , of the Shareholder’s Loan, simultaneously with the performance of a capital increase for the Borrower, which must occur between now and October 11, 2004, the said partial repayment being equal to the amount of the capital increase, • the subordination of the repayment of the balance of the Shareholder’s Loan prior to the complete repayment of the Loan, • the capitalization of the interest relating to the Shareholders’ Loan; (13) A copy, certified to be a true copy by the Borrower’s legal representative, of the contract(s) relating to the Shareholders’ Loan; (14) A certificate by the Borrower’s representative certifying that the Receivables have been repaid simultaneously with the Drawdown of Tranche A1; (15) A copy, certified to be a true copy by the Borrower’s representative, of the contract relating to the Acquisition stipulating : • an Acquisition Price of a maximum amount of * * *, including a maximum of * * * Acquisition Subsequent Payments, • the terms and conditions for paying the said Acquisition Subsequent Payments, * * *; (16) A copy, certified to be a true copy by the Borrower’s legal representative, of the transfer order(s) relating to the Acquisition; (17) The list of the Borrower’s subsidiaries, certified to be correct by the Borrower’s representative, showing the percentages of holding capital and the voting rights; (18) A list, certified to be correct by the Borrower’s representative of all collateral and third-party guarantees granted by the Borrower including the maximum pledge of 33.33% of LABORATOIRES EUROSILICONE’s share capital in favor of the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower, to guarantee the payment of the Acquisition Subsequent Payments; (19) A list, certified to be correct by LABORATOIRES EUROSILICONE’s legal representative of all collateral and third-party guarantees granted by LABORATOIRES EUROSILICONE, that LABORATOIRES EUROSILICONE’s business undertaking (fonds de commerce) has not been pledged, or reasonably required a certificate from LABORATOIRES EUROSILICONE’s legal representative certifying the absence of securities and guarantees granted by LABORATOIRES EUROSILICONE; (20) A list, signed by the NotaryBorrower’s legal representative, of the persons authorized to sign the Contractual Documents and to give opinions, or instructions to the Agent in relation to the Contractual Documents as well as the specimen signatures of the said persons. 3.1.2 Other conditions (1) The simultaneous constitution of the Financial Instruments Account Pledge over 66.65% of the shares comprising LABORATOIRES EUROSILICONE’s share capital, on behalf of the Banks in the Agent’s favor; d. Buyer shall transfer (2) No Event of Default has occurred or will occur due to signing the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereofAgreement and /or making the funds for Tranche A1 available; (3) Payment of the Agent Fee, the Arrangement Fee, the Underwriting Fee as well as the Participation Fee. e. Buyer shall deliver 3.2 Conditions precedent specific to Seller a certificateTranche A2 (1) Drawdown of Tranche A1; (2) Delivery of any document, dated as duly signed by the Borrower’s legal representative, to certify the amount of the date hereofAcquisition Subsequent Payment 1; (3) Delivery of any document to certify the Borrower’s payment of the said Acquisition Subsequent Payment 1; (4) Delivery of a copy of the Borrower’s release of the pledge over 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s capital to the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower; (5) Pledge to the Agent, on behalf of the Banks , of an additional 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s share capital increasing the percentage of LABORATOIRES EUROSILICONE’s shares pledged to the Agent, on behalf of the Banks, to 77.76% of the shares comprising LABORATOIRES EUROSILICONE’s share capital; (6) No Event of Default has occurred or will occur due to signing the Agreement and /or making the funds for Tranche A2 available. 3.3 Conditions precedent specific to Tranche A3 (1) Drawdown of Tranche A1; (2) Delivery of any document, duly signed by an executive officer of Buyerthe Borrower’s legal representative, certifying that each to certify the amount of the representations and warranties Acquisition Subsequent Payment 2; (3) Delivery of Buyer contained in this deed are true and correct in all respects at and as any document to certify the Borrower’s payment of the date hereof; andsaid Acquisition Subsequent Payment 2; f. Seller shall deliver to Buyer (4) Delivery of a certificate, dated as copy of the date hereofBorrower’s release of the pledge over 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s capital to the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower; (5) Pledge to the Agent, on behalf of the Banks, of an additional 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s share capital increasing the percentage of LABORATOIRES EUROSILICONE’s shares pledged to the Agent, on behalf of the Banks, to 88.87% of the shares comprising LABORATOIRES EUROSILICONE’s share capital; (6) No Event of Default has occurred or will occur due to signing the Agreement and /or making the funds for Tranche A3 available. 3.4 Conditions precedent specific to Tranche A4 (1) Drawdown of Tranche A1; (2) Delivery of any document, duly signed by a duly authorized signatory of Sellerthe Borrower’s legal representative, certifying that each to certify the amount of the representations and warranties Acquisition Subsequent Payment 3; (3) Delivery of Seller contained in this deed are true and correct in all respects at and as any document to certify the Borrower’s payment of the date hereofsaid Acquisition Subsequent Payment 3; (4) Delivery of a copy of the Borrower’s release of the pledge over11.11% of the shares comprising LABORATOIRES EUROSILICONE’s capital to the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower; (5) Pledge to the Agent, on behalf of the Banks, of an additional 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s share capital increasing the percentage of LABORATOIRES EUROSILICONE’s shares pledged to the Agent, on behalf of the Banks, to 99.98% of the shares comprising LABORATOIRES EUROSILICONE’s share capital; (6) No Event of Default has occurred or will occur due to signing the Agreement and /or making the funds for Tranche A4 available.

Conditions Precedent. 2.1. ‌ The Purchaser shall pay the Advance Payment to the Seller on the Closing Date after the satisfaction and fulfilment of each of the following are conditions (collectively, the “Advance Payment Funding Conditions”): the Seller shall have delivered evidence satisfactory to the Purchaser, acting reasonably, that all conditions precedent to completing the Share Purchase Transaction have been satisfied in full or waived by the party entitled to waive any such condition precedent, other than (i) the payment of the First Cash Payment by the Seller, and (ii) the delivery of the Consideration Shares by the Seller; the Owner, the Seller, and Premier Gold Mines Limited shall have entered into the Equinox NSR Royalty Agreement, in a form and in substance satisfactory to the Purchaser, acting reasonably; OMF Fund II SO Ltd., an affiliate of Nomad Royalty Company Ltd., in its capacity as the purchaser and purchaser’s agent under the Nomad Stream Agreement, shall have: (i) consented to the transactions contemplated by this Agreement, including the Owner and the Guarantors entering into the Security Agreements and granting the Purchaser Security; and (ii) executed and delivered an Acceptable Inter-creditor Agreement with the Purchaser; the Seller shall have duly executed and delivered the Convertible Debenture and satisfied all of the conditions precedent set out in Section 7.1 of the Convertible Debenture; the Purchaser shall have received a certificate of status, good standing or compliance (opschortende voorwaardenor equivalent) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived each other Seller Group Member issued by the relevant Governmental Authority dated not earlier than three (and which waiver has been accepted by Seller and Buyer3) Business Days prior to the execution of this deed: a. Buyer Closing Date (or such earlier date as may be acceptable to the Purchaser);‌ the Seller shall have delivered to the Notary:Purchaser:‌ (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject SharesOwner Security Agreements, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyOwner; (ii) the Guarantor Guarantees, duly legalized powers-of-attorney with respect to execution of this deedexecuted by the Owner, MGH and CanCo; (iii) the shareholders’ register Share Pledge Agreement, duly executed by MGH and CanCo, in respect of all of the CompanyOwner’s Shares, which for greater certainty shall include the delivery of a certified copy of the notation in the share ledger of the Owner evidencing the Purchaser’s security interest in the Owner’s Shares; (iv) an Assignment, Subordination and Postponement of Claims duly executed by each Affiliate of the Owner to whom any Debt, liability or obligation is owed by the Owner as at the Execution Date; and (v) evidence, in form satisfactory to the Purchaser, acting reasonably, that the Seller shall have made, or arranged for, all required consents, registrations, filings and recordings in all jurisdictions, and shall have done all such other documents acts and things as may be customary necessary or advisable to create, perfect and required under preserve the first-ranking charges and security interests granted by the Seller to and in favour of the Purchaser in and to the Collateral pursuant to the Security Agreements, subject only to Permitted Encumbrances (the “Purchaser Security”), which for greater certainty shall include submission for registration of any non-possessory pledge over the Mining Concessions in the Public Registry of Mines (Registro Público de Minería), registration of any mortgage over Real Property (Registro Público de Propiedad) of the State of Sonora, Mexico, and any other applicable LawStates of Mexico, and the registration of any pledge of shares and pledge without transfer of possession (prenda sin transmission de posesión) in the Movable Property Registry (Registro Unico de Garantías Mobiliarias) of the Public Registry of Commerce (Registro Público de Comercio);‌ each of the Owner, MGH, and any other applicable Seller Group Member shall have delivered to the Purchaser evidence that all Encumbrances in favour of The Bank Of Nova Scotia granted in respect of the Collateral in connection with the second amended and restated credit agreement dated as of March 10, 2020, as amended by a first amending agreement dated April 7, 2021 among, inter alios, The Bank Of Nova Scotia as administrative agent and Equinox Gold Corp., have been discharged and released, including pursuant to any security agreement, mortgage, non possessory pledge agreement, equity interest pledge agreement, share pledge agreement, omnibus pledge agreement, deed of pledge, instrument of adhesion, general security agreement, equitable share mortgage, or reasonably required by other document referenced in the Notary; b. Seller Disclosure Letter (as defined in the Share Purchase Agreement); each of the Owner, MGH, and any other applicable Seller Group Member shall have delivered to the Purchaser evidence that all Encumbrances in favour of MDC Industry Holding Company LLC granted in respect of the Collateral in connection with the convertible debenture dated as of March 10, 2020, as amended and restated on April 7, 2021 between MDC Industry Holding Company LLC and Equinox Gold Corp. or the convertible debenture dated April 11, 2019 between MDC Industry Holding Company LLC and Equinox Gold Corp., have been discharged and released, including pursuant to any security agreement, mortgage, non possessory pledge agreement, equity interest pledge agreement, share pledge agreement, omnibus pledge agreement, deed of pledge, instrument of adhesion, general security agreement, equitable share mortgage, or other document referenced in the Seller Disclosure Letter (as defined in the Share Purchase Agreement); each of OMF Fund II SO Ltd., the Seller, MGH, and CanCo shall have executed and delivered the Collateral and Agency Agreement with the Purchaser;‌ the Seller shall cause have delivered to the written shareholders’ resolution approving the transfer Purchaser an executed certificate of a senior officer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver in form and substance satisfactory to the Notary: Purchaser, acting reasonably, as to (i) a duly legalized power-of-attorney with respect to execution the constating documents of this deed; the Seller, (ii) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, (iii) the names, positions and true signatures of the persons authorized to sign this Agreement on behalf of the Seller; and (iv) such other documents customary matters pertaining to the transactions contemplated hereby as the Purchaser may be customary and required under applicable Law, or reasonably required by require;‌ each Guarantor shall have delivered to the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller Purchaser an executed certificate of a certificate, dated as of the date hereof, and signed by an executive senior officer of Buyersuch Guarantor, certifying that each in form and substance satisfactory to the Purchaser, acting reasonably, as to (i) the constating documents of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.such Guarantor,‌

Conditions Precedent. 2.1. The following are Each Borrower understands and hereby agrees that the conditions precedent (opschortende voorwaarden) for effectiveness of this Third Amendatory Agreement is subject to receipt by the Transaction to occurLender, which Seller and Buyer declare have been satisfied on or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered date hereof, in form and substance satisfactory to the NotaryLender and its counsel, of the following: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificateA Certificate, dated as of the date hereof, and signed by an executive officer of Buyereach Borrower to the effect that: (1) As of said date, certifying that each no Event of Default has occurred and is continuing and no event has occurred and is continuing that, with the giving of notice or passage of time or both, would be an Event of Default; (2) The representations and warranties set forth in Section 7 of Buyer contained in this deed the Loan Agreement are true and correct as of such date; and (3) Borrower is in compliance with all respects at of the terms and provisions set forth in the Loan Agreement on and as of the date hereof; andsaid date. f. Seller shall deliver to Buyer a certificate(B) A Certificate, dated as of the date hereof, of the secretary of each Borrower certifying (1) that Borrower's Articles of Incorporation and signed by a duly authorized signatory By-Laws have not been amended since the execution of Seller, the Loan Agreement (or certifying that each true, correct and complete copies of any amendments are attached),(2) that copies of resolutions of the representations Board of Directors of such Borrower are attached with respect to the approval of this Third Amendatory Agreement and warranties of Seller contained in the matters contemplated hereby and authorizing the execution, delivery and performance by such Borrower of this deed are true Third Amendatory Agreement and correct in all respects at each other document to be delivered pursuant hereto, (3) as to the incumbency and signatures of the officers of such Borrower signing this Third Amendatory Agreement and each other document to be delivered pursuant hereto. (C) A Certificate, dated as of the date hereof, of the secretary of Global certifying (1) that copies of resolutions of the Board of Directors of Global are attached with respect to the Guaranty by Global of each Borrower's obligations under this Third Amendatory Agreement and authorizing the execution, delivery and performance by Global of such Guaranty and each other document to be delivered pursuant thereto, (2) as to the incumbency and signatures of the officers of Global signing the Guaranty and each other document to be delivered pursuant thereto. (D) This Third Amendatory Agreement; an Amended and Restated Replacement Promissory Note (Revolving Loan), substantially in the form of EXHIBIT C-8 attached hereto, with all blanks completed; all duly executed by each Borrower, and Amendments to Open-End Mortgages, each duly executed by the applicable Borrower. (E) A Restructure Fee of Fifty Thousand Dollars ($50,000). (F) The corporate Guaranty of Global, guaranteeing Borrowers' Obligations under the Loan Agreement. (G) The payment in full by Borrowers of all their Obligations and other liabilities under Term Loan C and Term Loan D. (H) The written opinion of counsel to Borrowers as to the transactions contemplated by this Third Amendatory Agreement, in form and substance satisfactory to Lender. (I) The written opinion of counsel to Global as to the transactions contemplated by this Third Amendatory Agreement and the Guaranty given by Global of Borrowers' Obligations under the Loan Agreement. (J) Landlord waivers for new Collateral Locations. (K) UCC-1s executed by Borrowers. (L) UCC-3s executed by Borrowers as the successors in interest of Original Borrowers. (M) Such other documents as the Lender may request to implement this Third Amendatory Agreement and the transactions contemplated hereby. If Lender shall consummate the transactions contemplated hereby prior to the fulfillment of any of the conditions precedent set forth above, the consummation of such transactions shall constitute only an extension of time for the fulfillment of such conditions and not a waiver thereof.

Conditions Precedent. 2.1. The following are effectiveness of this Amendment is subject -------------------- to receipt by the conditions precedent Administrative Agent or the Banks, as appropriate, of each of the following, in form and substance satisfactory to the Administrative Agent and the Banks: (opschortende voorwaardena) for Each of the Transaction to occurBanks having a portion of the Revolving Loan Commitment shall have received a duly executed Revolving Loan Note in substantially the form attached hereto as Exhibit A, which Seller promissory notes --------- shall be deemed to be "Notes" under the Loan Agreement and Buyer declare the other Loan Documents for all purposes hereafter; (b) The Administrative Agent or the Banks, as appropriate, shall have been satisfied or waived (received each of the following, in form and which waiver has been accepted by Seller and Buyer) prior substance satisfactory to the execution of this deed: a. Buyer shall have delivered to Administrative Agent and the NotaryBanks: (i) (A) a written shareholders’ resolution approving the transfer A certificate, signed by an Authorized Signatory of the First Tranche Subject SharesBorrower, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated certifying on the date hereof that there exists no Default under the Laws Loan Agreement, after giving effect to this Amendment and to the consummation of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer Borrower's acquisition of the First Tranche Subject SharesMasada Assets, which in each case is effective pursuant to and demonstrating the articles of association Borrower's compliance with Sections 7.8, 7.9, 7.10 and 7.15 of the CompanyLoan Agreement, after giving effect to this Amendment and the consummation of the Borrower's acquisition of the Masada Assets; (ii) duly legalized powers-of-attorney All documentation required under Section 5.13 of the Loan Agreement with respect to execution the Borrower's acquisition of this deedthe Masada Assets; (iii) the shareholders’ register Copies of the CompanyMasada Acquisition Agreement and all other documents related to the transfer of the Masada Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Masada Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct as of the date hereof, together with duly executed UCC-1 financing statements and other collateral documentation deemed reasonably necessary by the Administrative Agent to reflect or perfect the Security Interest of the Administrative Agent (for itself and on behalf of the Banks) in such assets; (iv) Opinions of general counsel, local counsel and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver in-house counsel to the Notary: (i) a duly legalized power-of-attorney with respect Borrower and its Subsidiaries, addressed to execution of this deed; (ii) the Banks and such other documents as may be customary the Administrative Agent and required under applicable Law, or reasonably required by satisfactory to the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificateAdministrative Agent and its special counsel, dated as of the date hereof; (v) Opinions or comfort letters regarding the Masada Assets and the Masada Acquisition Agreement given by FCC counsel to the Borrower, addressed to the Banks and signed by an executive officer of Buyer, certifying that each of the representations Administrative Agent and warranties of Buyer contained in this deed are true satisfactory to the Administrative Agent and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificateits special counsel, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.;

Conditions Precedent. 2.1. The obligations of the Lender under this Loan Agreement to make available the Facility for the first time are subject to the Lender having notified the Borrower and the Supplier that the following are the conditions precedent (opschortende voorwaardenhave been fulfilled to the satisfaction of the Lender: a) the Supply Contracts have become and are still effective as of the day of the above notification of the Lender to the Borrower; b) the Lender has received evidence satisfactory to it of the authority of the persons: - having signed this Loan Agreement, to be entitled to sign this Loan Agreement on behalf of the Borrower, - being authorised to act as the representatives of the Borrower for the Transaction purpose of signing documents in connection with this Loan Agreement and the transactions Executive Version Loan Agreement HVB/ZPR contemplated thereby together with a list of specimen authorised signatures according to occur, which Seller Article 19.4 hereof; c) EKN has issued without any restrictions an ECA Cover for the Facility in favour of the Lender in terms and Buyer declare amount satisfactory to it; d) the Lender has received evidence from both Supplier that down payments of at least 15 per cent (or more if so specified in the Supply Contracts) of the Contract Value have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Companyeffected; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iiie) the shareholders’ register of Lender has received the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] management fee in accordance with Article 4.2 hereof7.2 of this Loan Agreement; f) the Lender has received in writing by separate confirmation of the Borrower evidence satisfactory to it, that the Borrower obtained all Consents, including all Environmental Consents, which are mandatory and necessary in connection with the entry into and performance of the Loan Agreement together with the Annexes attached thereto and/or effected thereunder or for the validity and enforceability of any such documents and that they are in full force and effect.; g) the Lender has received information satisfying to it regarding the sustainability standards of the Borrower in terms of environmental, social and management issues; h) the Lender has received a certified, up-to-date extract of the Commercial Register of the Borrower of latest date, a copy of the Articles of Association of the Borrower and the original or certified copy of the resolution of the board of directors authorising the execution of the Loan Agreement. e. Buyer shall deliver to Seller 2.2. It is a certificate, dated as condition precedent of any further utilisation of the date hereof, Facility that the conditions precedent mentioned in Article 2.1 above are at that time still fully complied with and signed by an executive officer of Buyer, certifying that each the Supply Contracts and the ECA Cover continue to be legally valid and in full force and effect. 2.3. A Disbursement Request shall not be effective unless the Lender: a) has received all of the representations documents and warranties of Buyer contained other evidence listed in this deed are true Article 2.1 above in form and correct in all respects at and as of substance reasonably satisfactory to the date hereofLender; and f. Seller shall deliver to Buyer a certificate, dated as b) is satisfied that all of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of documents described in Article 2.1 above are unconditional or are subject to conditions satisfactory to the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofLender.

Conditions Precedent. 2.1. The following are 4.1 Save for clauses 1 to 4, and clauses 13 to 20 all of which will become effective immediately, this Agreement is subject to the conditions precedent (opschortende voorwaarden) for fulfilment of the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver Conditions Precedent that by not later than 16 March 2018 – 4.1.1 the Facility Agreement has been accepted by Seller entered into and Buyer) prior has become unconditional in accordance with its terms, save for any reference to this Agreement becoming unconditional; 4.1.2 the execution of DNI Loan Agreement has been entered into and has become unconditional in accordance with its terms, save for any reference to this deed:Agreement becoming unconditional; a. Buyer shall have delivered 4.1.3 the Tranche I Subscription Agreement has been entered into and has become unconditional in accordance with its terms, save for any reference to this Agreement becoming unconditional; 4.1.4 the Notary: Tranche II Subscription Agreement has been entered into and has become unconditional in accordance with its terms, save for: (i) (A) a written shareholders’ resolution approving the transfer condition precedent at clause 4.1.2 of the First Tranche Subject Shares, duly executed by Buyer, Seller II Subscription Agreement; and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect any reference to execution this Agreement becoming unconditional; 4.1.5 the board of directors of the Lender approves and ratifies the entering into of this deedAgreement and all other agreements and transactions contemplated herein; (iii) 4.1.6 the shareholders’ register board of directors of the CompanyBorrower approves and ratifies the entering into of this Agreement and all other agreements and transactions contemplated herein; 4.1.7 the shareholder of the Lender approves and ratifies the entering into of this Agreement and all other agreements and transactions contemplated herein; and 4.1.8 the shareholders of the Borrower unanimously: (ivi) approve and ratify the entering into of this Agreement and all other agreements and transactions contemplated herein; and (ii) adopts a resolution amending its memorandum of incorporation to enable the implementation of the Tranche 1 Subscription Agreement and the Tranche II Subscription Agreement. 4.2 Unless all the Conditions Precedent have been fulfilled or waived by not later than the relevant dates for fulfilment thereof set out in clause 4.1 (or such other documents later date or dates as may be customary and required under applicable Law, or reasonably required by agreed in writing between the Notary; b. Seller shall cause Parties) the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution provisions of this deed; (ii) Agreement, save for clauses 1 to 4, and such other documents clauses 13 to 20, which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as neither of the date hereof, and signed by an executive officer of Buyer, certifying that each Parties will have any claim against the other in terms hereof or arising from the failure of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofConditions Precedent.

Conditions Precedent. 2.1. The following are This Amendment shall become effective upon receipt by the conditions precedent (opschortende voorwaarden) for Agent of the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notaryfollowing: (i) (Aa) a written shareholders’ resolution approving counterpart of this Amendment duly signed where indicated below by each Lender, the transfer Agent and the Borrower; (b) a counterpart of the First Tranche Subject SharesInstrument of Accession duly signed where indicated by the Borrower and each Lender as indicated thereon, evidencing Well▇' ▇▇cession to the PMCT Letter Agreement and certain other agreements referenced therein; (c) a promissory note (the "Well▇ ▇▇▇e") duly signed by the Borrower evidencing the Borrower's obligations to repay to Well▇ ▇▇▇ Demand Loans advanced by Well▇ ▇▇▇ any drawings under the L/C's funded by Well▇ ▇▇ form and substance of Exhibit I to the PMCT Letter Agreement; (d) a counterpart of Amendment No. 4 to the Marketing Agreement duly signed where indicated by Marketing, each Lender, the Agent and Resources; (e) a legal opinion of even date herewith from the Borrower's general counsel in form and substance satisfactory in all respects to the Agent and its counsel; (f) evidence satisfactory to the Agent that the execution and delivery of this Amendment and the Well▇ ▇▇▇e have been duly authorized by all necessary corporate action and that the Borrower is validly incorporated and in good standing in all relevant jurisdictions; (g) an acknowledgment from the lenders under the Resources Credit Agreement that the terms of that certain letter agreement dated August 23, 1995 from the Agent to ING as Agent under the Resources Credit Agreement are in full force and effect and applicable to the PMCT Letter Agreement as amended hereby; (h) a counterpart of the Security Agreement and Assignment of Hedging Account and Agency Agreement in form and substance satisfactory to the Agent duly executed by BuyerMarketing, Seller the Agent and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A.Bear, a cooperative (coöperatie) incorporated under the Laws of the NetherlandsStea▇▇▇ ▇▇▇urities Corp. in connection with Marketing's commodity account #J278 0L60 00751 at Bear, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary:Stea▇▇▇ ▇▇▇urities Corp; and (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as counterpart of the date hereofSecurity Agreement and Assignment of Hedging Account and Agency Agreement in form and substance satisfactory to the Agent duly executed by Marketing, the Agent and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained Citicorp Futures Corporation in this deed are true and correct in all respects connection with Marketing's commodity account #10730 at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofCiticorp Futures Corporation.

Conditions Precedent. 2.1. The This Amendment shall become effective upon the first Business Day upon which all of the following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notarybe satisfied: (i) the Agent shall have received four (A4) a written shareholders’ resolution approving the transfer copies of the First Tranche Subject Shares, this Amendment duly executed by Buyerthe Borrower, Seller the Lender and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyAgent; (ii) the Agent shall have received Reaffirmations of Guaranty and Security Agreement in substantially the form of Exhibit _A attached hereto, duly legalized powers-of-attorney with respect to execution executed by each of this deedCarl▇▇ ▇▇▇mes and Youngstown Steel Door; (iii) the shareholders’ register of Borrower and Valley-Todeco shall have executed and delivered the CompanyValley-Todeco Loan Agreement and the Valley-Todeco loan Agreement Assignment and delivered executed copies thereof to the Agent; (iv) Valley-Todeco shall have executed and delivered to the Agent, in form and substance satisfactory to the Agent, the valley-Todeco Guaranty and Security Agreement (v) Valley-Todeco shall have executed and delivered to the Agent such other documents UCC-1 financing statements as the Agent may be customary and required under applicable Law, or reasonably required request in order to perfect the security Interests granted by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced security agreement described in Article 2.1(a)(i)(Aclause (iv) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedabove; (iivi) Valley-Todeco shall have executed and such other documents as may be customary delivered to the Agent, in form and required under applicable Lawsubstance satisfactory to the Agent, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofValley-Todeco Mortgage; and f. Seller (vii) The Borrower shall deliver have executed and delivered to Buyer a certificatethe Agent, dated as in form and substance satisfactory to the Agent, the valley-Todeco Pledge Agreement, together with stock certificates representing all issued and outstanding stock of the date hereof, Valley-Todeco and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained but undated stock powers endorsed in this deed are true and correct in all respects at and as of the date hereofblank covering such certificates.

Conditions Precedent. 2.1. The following are 3.1 Subject to clauses 3.2 and 5 below, the Facility Agreement shall be amended as provided in clause 4 below upon the date (the “Effective Date”) on which the Facility Agent gives notice to the Borrower that it is satisfied that the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare are set out below have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior met to the execution satisfaction of this deedthe Facility Agent, namely that: a. Buyer shall have delivered 3.1.1 the Facility Agent has received in form and substance satisfactory to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, it this Agreement duly executed by Buyerall parties pursuant to such corporate authorisation (resolutions, Seller and Oil & Gas Technology Consultants (Netherlandspowers of attorney, signatory books) Coöperatie U.A.as is, a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant case, satisfactory to the articles of association of the CompanyFacility Agent in its sole discretion; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of 3.1.2 the representations and warranties of Buyer contained in Clause 2 (Continuing Representations and Warranties) of this deed Agreement are true and correct in all respects at on and as of the date hereofEffective Date as if each was made with respect to the facts and circumstances existing at such time; 3.1.3 no Event of Default or Possible Event of Default shall have occurred and be continuing or would result from the amendment of the Facility Agreement in accordance with this Agreement; 3.1.4 the Facility Agent has received in form and substance satisfactory to it such legal opinions as it shall require, including, but not limited to, a Danish law opinion in respect of, inter alia, “West Alpha”, a Liberian law opinion in respect of inter alia “West Alpha”, a Norwegian law opinion in respect of “West Alpha”, and a Norwegian law opinion in respect of the Merger; 3.1.5 the Facility Agent has received in form and substance satisfactory to it a first pledge of shares between the Guarantor as pledgor and the Security Trustee as pledgee in respect of the shares in Smedvig Drillship I AS to be renamed Smedvig Rig AS; 3.1.6 the Facility Agent has received in form and substance satisfactory to it evidence of the filing with the Norwegian Ordinary Ship Registry in respect of the mortgage registered against “West Venture” of all necessary documents in connection with the Merger; 3.1.7 the Facility Agent has received in form and substance satisfactory to it evidence of the filing with the Norwegian Registry of Business Enterprises in respect of the “Avtale om Factoring” registered against the Borrower of all necessary documents in connection with the Merger; 3.1.8 the Facility Agent has received in form and substance satisfactory to it evidence of the filing with the Liberian International Ship and Corporate Registry in respect of the mortgage registered against “West Epsilon” of all necessary documents, (including, but not limited to amendments to the Foreign Maritime Entity status documents of the Borrower), in connection with the Merger; and f. Seller shall deliver 3.1.9 the Facility Agent has received in form and substance satisfactory to Buyer a certificate, dated as it evidence of the execution of West Alpha Assignment in respect of various agreements re: “West Alpha”, together with all related documents. 3.2 Subject to Clause 5 hereof the Effective Date shall be a Banking Day on or before 31 May 2003. If the Effective Date shall not have occurred by close of business in London on that day (or such later date hereofas all parties may agree), this Agreement shall cease to have effect (unless the parties agree otherwise in writing) except for clauses 7, 8 and signed by a duly authorized signatory of Seller, certifying that each 9 below. 3.3 The conditions precedent set out in clause 3.1 above are for the sole benefit of the representations Lenders and warranties of Seller contained in this deed are true and correct in all respects at and as accordingly the Facility Agent may (acting on behalf of the date hereofLenders) waive all or any of the same, unconditionally or on such conditions as it may in its sole discretion think fit. Any such waiver shall not limit or restrict any other rights of the Lenders in respect of the Facility Agreement.

Conditions Precedent. 2.1. The following are obligations of each Seller to consummate the conditions precedent (opschortende voorwaarden) for the Transaction sale referred to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior in SECTION 2 hereof is subject to the execution of this deedfollowing conditions precedent: a. Buyer Sellers shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer received all of the First Tranche Subject Sharesfollowing, each of which shall be originals unless otherwise specified, each duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws Responsible Official of the Netherlandsparties thereto (other than Sellers, the Lenders or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject SharesCollateral Agent), which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereofCertificate Purchase Closing Date, and signed each in form and substance satisfactory to Sellers (unless otherwise agreed to by an executive officer Sellers): (1) at lease one (1) counterpart of Buyerthis Agreement duly executed by each Seller and each of Purchaser, certifying Parent, the Trustee and Sunset, together with arrangements satisfactory to Sellers for additional executed counterparts, sufficient in number for distribution to Sellers and Purchaser; (2) counterparts of each Assignment and Acceptance duly executed by Purchaser and consented to by Lessee; (3) counterparts of each Assignment Letter duly executed by Purchaser and acknowledged by each Seller; (4) a certificate of a Responsible Official of Purchaser that each of the representations and warranties referred to in SECTION 4.d. are true and correct; (5) such other assurances, certificates, documents, consents or opinions as the Sellers reasonably may require; b. The Purchase Price shall have been paid to each Seller; c. All of Buyer (i) the amounts specified in SECTION 2.d. and (ii) the reasonable costs and expenses of Sellers (including the reasonable fees and expenses of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇"), special counsel to Sellers) incurred and invoiced in connection with the preparation of this Agreement and the other documents contemplated hereby, shall have been paid; d. The representations and warranties of Purchaser, Sunset and Parent contained in this deed Agreement, each of the Assignment and Acceptances and each of the Assignment Letters are true and correct in all respects at correct; e. All legal matters relating to this Agreement and as of the date hereofdocuments and transactions contemplated hereby and thereby shall be satisfactory to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇; and f. Seller The Certificate Purchase Closing Date shall deliver to Buyer a certificatehave occurred on or before November 30, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof1999.

Conditions Precedent. 2.1. The following obligations of the Agent and each Bank under this Deed are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior subject to the execution of this deedcondition precedent that the Agent has received the following documents in form and substance satisfactory to it: a. Buyer shall have delivered to 4.1 a copy, certified by a director of the NotaryAdditional Borrower as being a true, complete and up-to-date, of the certificate of incorporation and constituent documents of the Additional Borrower; 4.2 a certificate of a director of the Additional Borrower which: (i) (A) a written shareholders’ resolution approving the transfer 4.2.1 attaches an extract of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Sharesdirectors of the Additional Borrower which authorise (a) the execution, delivery and performance on behalf of the Additional Borrower of this Deed, (b) named persons to execute this Deed on behalf of the Additional Borrower and to give any notices or certificates required in connection with it and which certifies that such minutes are a true and complete copy and that such resolutions have not been varied or rescinded; 4.2.2 a copy, certified to be a true copy, of the signature of each Authorised Signatory of the Additional Borrower; 4.2.3 a certificate of a director of the Additional Borrower confirming that the aggregate of the borrowings of the Additional Borrower do not or, as the case may be, would not if fully drawn, exceed any borrowing limit contained in each case the Additional Borrower's constitutional documents or in any trust deed or other agreement or instrument to which the Additional Borrower is effective pursuant a party; 4.2.4 an English law legal opinion in a form satisfactory to the articles Agent (together with a legal opinion (in a form satisfactory to the Agent) from the jurisdiction of association incorporation of the Company; Additional Borrower (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) if the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced Additional Borrower is not established in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofEngland)); and f. Seller shall deliver to Buyer a certificate, dated 4.2.5 [*Insert any other conditions precedent as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.Agent may reasonably require*]

Conditions Precedent. 2.1. The This Amendment shall become effective as of the date hereof (the "Fourth Amendment Effective Date") once each of the following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notarysatisfied: (a) the Agent shall have received counterparts of (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Sharesthis Amendment, duly executed and delivered by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws each of the NetherlandsCredit Parties, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of Lenders and the First Tranche Subject SharesAgent, which in each case is effective pursuant and all schedules to be attached to the articles of association of the Company; amended Credit Agreement to be attached hereto as Exhibit A (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, that certain Equity Appreciation Rights Agreement dated as of the date hereof, duly executed and signed delivered by an executive officer of Buyer, certifying that each of the Borrower, the Agent and the Lenders, (iii) a Joinder Agreement dated as of the date hereof which shall have been duly executed by Venturi Staffing Partners, LLC and (iv) letter agreements, in form and substance satisfactory to the Agent, relating to (A) the Borrower's continuing discussions with the holders of its subordinated debt with respect to restructuring such debt and (B) a replacement schedule of subsidiaries pledged under the Pledge Agreement; (b) the Agent shall have received a certified copy of the resolutions of the Board of Directors of the Borrower and each other Credit Party evidencing its approval of this Amendment and the other Credit Documents and matters contemplated hereby, and a certified copy of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Credit Documents; (c) the Agent shall have received legal opinions of (i) Kenneth L. Bramlett, General Couns▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, and (ii) Robinson Bradshaw & Hinso▇, ▇.▇., ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇ of the Credit Parties, in form and substance satisfactory to the Agent; (d) the Agent shall have received all documents it may reasonably request relating to the existence and good standing of the Credit Parties and to the authorization, execution and delivery of this Amendment and the other Credit Documents and other matters relevant hereto, all in form and substance satisfactory to the Agent and its counsel in their reasonable discretion; (e) the Agent shall have received from the chief financial officer of the Borrower a certificate to the effect that as of the date hereof all representations and warranties of Buyer contained made by the Borrower and each other Credit Party in this deed Amendment and each other Credit Document are true and correct in all respects at material respects; (f) no Default or Event of Default shall have occurred and as be continuing; (g) each Lender party to the Credit Agreement who executes this Amendment on or before 5:00 P.M. Eastern Standard Time on February 8, 2002 (provided this Amendment is approved by the Lenders) shall have received an amendment fee equal to 0.75% of such Lender's Commitment after giving effect to transactions contemplated hereby; (h) the Borrower shall have paid any and all out-of-pocket costs (to the extent invoiced) incurred by the Agent (including the reasonable fees and expenses of the date hereofAgent's legal counsel), and fees and other amounts payable to the Agent, in each case in connection with the negotiation, preparation, execution and delivery of this Amendment; and f. Seller (i) the Borrower shall deliver to Buyer have made a certificatevoluntary prepayment of Loans in the amount of at least $11,000,000 from funds in the Borrower's bank account with First Citizens Bank, dated as which bank account had a balance of the date hereof$11,066,534 on December 30, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof2001.

Conditions Precedent. 2.1. The following are (a) This Agreement shall become effective on the date the Administrative Agent has confirmed the satisfaction or waiver of each of the conditions precedent contained in this Section 3 (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notary:“Effective Date”): (i) (A) a written shareholders’ resolution approving the transfer The Administrative Agent shall have received counterparts of the First Tranche Subject Shares, this Agreement duly executed and delivered by Buyer(1) the Loan Parties, Seller (2) the Administrative Agent, (3) the Required Lenders and Oil & Gas Technology Consultants (Netherlands4) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyExtending Lender; (ii) duly legalized powers-of-attorney with respect The Borrower shall have paid to execution the Administrative Agent all expenses payable pursuant to Section 9.03 of this deedthe Credit Agreement which have accrued to the Effective Date to the extent invoices therefor have been provided at least one Business Day prior to the Effective Date; (iii) The Administrative Agent shall have received the shareholders’ register executed legal opinion of Fenwick & West LLP, counsel for the CompanyBorrower, in form and substance reasonably satisfactory to Administrative Agent (but in any event limited to a customary enforceability opinion); (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by The Administrative Agent shall have received (1) certified copies of the Notary; b. Seller shall cause resolutions of the written shareholders’ resolution board of directors of the Borrower approving the transfer transactions contemplated by this Agreement and the execution and delivery of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Sellerthis Agreement and all documents evidencing other necessary organizational action and governmental approvals, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney any, with respect to execution this Agreement and (2) all other documents reasonably requested by the Administrative Agent relating to the organization, existence and good standing of this deedthe Borrower and the authorization of the transactions contemplated hereby; (iiv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the The representations and warranties of Buyer contained the Borrower set forth in the Loan Documents (including, without limitation, this deed are Agreement) shall be true and correct in all material respects at on and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying Effective Date except that each of (1) the representations and warranties of Seller contained in this deed are Section 3.04(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) (subject, in the case of unaudited financial statements furnished pursuant to clause (b), to year-end audit adjustments and the absence of footnotes), respectively, of Section 5.01 of the Credit Agreement, (2) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects at as of such earlier date and (3) to the extent that such representations and warranties are already qualified or modified by materiality or words of similar effect in the text thereof, they shall be true and correct in all respects; (vi) As of the Effective Date, no Default or Event of Default shall have occurred and be continuing or will result from the execution of this Agreement and the transactions contemplated hereby as of the date hereofEffective Date; (vii) The Administrative Agent shall have received (1) a certificate, dated the Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (v), (vi) and (viii) of this Section 3(a) as of the Effective Date, and (2) a solvency certificate, dated the Effective Date and signed on behalf of the Borrower by the most senior financial officer of the Borrower, certifying that, as of the Effective Date, the Borrower and the Restricted Subsidiaries, taken as a whole, are, and after giving effect to the incurrence of any Indebtedness and obligations being incurred in connection herewith will be, Solvent; and (viii) As of the Effective Date, both before and immediately after giving effect to transactions contemplated hereby, the Borrower and its Restricted Subsidiaries shall have Liquidity of not less than $300,000,000.

Conditions Precedent. 2.1. The This Agreement shall become effective on the date the Lender receives the following are the conditions precedent (opschortende voorwaarden) for the Transaction to occurdocuments, each of which Seller shall be satisfactory in form and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior substance to the execution Lender: (a) The Third Replacement Master Line of this deed: a. Buyer Credit Note in the form of Exhibit B-1 attached hereto and incorporated herein by reference, payable to the order of the Lender in the maximum principal amount of $8,000,000; (b) The Third Replacement Guidance Line of Credit Note in the form of Exhibit C attached hereto and incorporated herein by reference, payable to the order of the Lender in the maximum principal amount of $5,000,000; (c) A Continuing and Unconditional in the form of Exhibit D attached hereto and incorporated herein by reference, issued and delivered by Comarco Systems and CWI in favor of the Lender; (d) A Security Agreement in the form of Exhibit E attached hereto and incorporated herein by reference, from Comarco Systems and CWI in favor of the Lender; (e) A Covenant Not to Encumber in the form of Exhibit F attached hereto and incorporated herein by reference, issued and delivered by Comarco Systems and CWI in favor of the Lender; (f) The Lender shall have delivered to received a certificate dated as of the Notary: Closing Date by the Secretary or Assistant Secretary of Comarco Systems and CWI covering: (i) (A) a written shareholders’ resolution approving the transfer true and complete copies of the First Tranche Subject SharesComarco Systems' and CWI's corporate charter, duly executed by Buyerbylaws, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; all amendments thereto; (ii) duly legalized powers-of-attorney with respect to execution true and complete copies of this deed; the resolutions of Comarco Systems' and CWI's Boards of Directors authorizing (i) the execution, delivery and performance of the Loan Documents, and (ii) the guaranty of the Loans; and (iii) the shareholders’ register incumbency, authority and signatures of the Company; (iv) officers of Comarco Systems and such CWI authorized to sign this Agreement and the other documents as may be customary Loan Documents to which Comarco Systems and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicableCWI is a party. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The Notwithstanding any provision herein the contrary, this Amendment shall not become effective, and no Lender shall have any liability hereunder, and no waiver of any Default or Event of Default set forth herein shall become effective, unless and until each of the following are the conditions precedent is satisfied in a manner and pursuant to documentation satisfactory to W▇▇▇▇ Fargo in its sole discretion: (opschortende voorwaardena) for UPS shall have executed and delivered all documentation deemed necessary or appropriate in order to (i) cause W▇▇▇▇ Fargo to become the Transaction “Agent” under the Credit Agreement and the other Loan Documents, and (ii) assign the Commitment of UPS to occurW▇▇▇▇ Fargo, which Seller in each case subject only to the receipt and Buyer declare disbursement of funds in accordance with the Funds Flow Agreement described below; (b) the Borrowers shall have been satisfied paid to the Agent the amendment fee described above; (c) the Borrowers, the Agent and the Lenders have executed this Amendment; (d) the Borrowers, the Agent, UPS and Purchaser shall have executed and delivered that certain Funds Flow Agreement dated on or waived about the date hereof (the “Funds Flow Agreement”); (e) the Agent shall have received a true, correct and which waiver complete copy of the stock purchase agreement and all related documentation in connection with the CCI Stock Sale, certified as such by an officer of Holdings, and the Agent shall have received evidence satisfactory to the Agent that the CCI Stock Sale has been accepted by Seller consummated on terms and Buyer) prior conditions satisfactory to the execution Agent; (f) the Borrowers shall have delivered to W▇▇▇▇ Fargo an amended and restated Working Capital Facility Note in the amount of this deed:$15,000,000; a. Buyer (g) the Borrowers shall have delivered to the Notary:Agent a Borrowing Base Certificate and such supporting documentation as the Agent may reasonably request (including a schedule of Accounts and a list of the names and addresses of all Account Debtors), in each case giving effect to the CCI Stock Sale and as of a date satisfactory to the Agent; (h) each Borrower shall have delivered to the Agent (i) a good standing certificate having a date within thirty (30) days of the Amendment Date with respect to each Loan Party from the appropriate Governmental Authority of its State of incorporation and of each other State where such Loan Party is required to qualify; (ii) a certificate of the Secretary or an Assistant Secretary of each Loan Party as to resolutions of its Board of Directors authorizing its execution, delivery and performance of this Amendment and the other Loan Documents to be executed in connection herewith, each in form and substance satisfactory to Agent and Lenders; (i) the Agent shall have established one or more lockbox arrangements acceptable to the Agent; and (Aj) a written shareholders’ resolution approving such other documents, instruments and agreements as the Agent may request in its discretion. Without limiting the foregoing, each Borrower acknowledges and agrees that this Amendment, the CCI Stock Sale, the assignment of the Commitment of UPS to W▇▇▇▇ Fargo and the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws role of the Netherlands“Agent” from UPS to W▇▇▇▇ Fargo are intended to be consummated simultaneously, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant and references herein to the articles of association of “Agent” or any “Lender”, unless the Company; (ii) duly legalized powers-of-attorney with respect context clearly requires otherwise, shall be deemed to execution of this deed; (iii) refer to W▇▇▇▇ Fargo, as the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereofAgent, and signed by an executive officer of Buyerto W▇▇▇▇ Fargo, certifying that each of as the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificatesole Lender, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofrespectively.

Conditions Precedent. 2.1. The following are the 4.1 Initial conditions precedent (opschortende voorwaarden) for The Mezzanine Lenders shall not be under any obligation to make the Transaction Drawing available to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notaryany Borrower unless: (ia) (A) a written shareholders’ resolution approving on or before the transfer date of this agreement, the Mezzanine Facility Agent has received each of the First Tranche Subject Sharesdocuments, duly executed by Buyerinformation and/or other items specified in part 1 of schedule 4 in form and substance satisfactory to the Mezzanine Facility Agent (acting reasonably); and (b) on or before the Drawdown Date, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws Mezzanine Facility Agent has received each of the Netherlandsdocuments, information and/or other items specified in part 2 of schedule 4 (or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer Mezzanine Facility Agent is satisfied that, subject only to the making of the First Tranche Subject SharesAdvance it will receive such documents, which information and/or other items) in each case is effective pursuant form and substance satisfactory to the articles Mezzanine Facility Agent (acting reasonably); and (c) subject to clause 4.4 (Certain Funds Period), the conditions set out in clause 4.3 (Additional conditions precedent) have been fulfilled. The Mezzanine Facility Agent will promptly notify the Parent and the Mezzanine Lenders when the conditions in clause 4.1(a) or clause 4.1(b), as the case may be, are satisfied. 4.2 Failure to satisfy conditions precedent Except as the Mezzanine Facility Agent (acting on the instructions of association all the Mezzanine Lenders) agrees otherwise, if the conditions referred to in clause 4.1 (Initial conditions precedent) have not been fulfilled or waived in writing on or before the last day of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the NotaryAvailability Period: (ia) a duly legalized power-of-attorney with respect to execution of this deed;all the Commitments will automatically be cancelled; and (iib) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer Mezzanine Lenders will cease to have any obligation to make the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereofDrawing available. e. Buyer shall deliver 4.3 Additional conditions precedent Subject to Seller a certificateclause 4.4 (Certain Funds Period), dated as the obligations of the Mezzanine Lenders to make the Drawing available are subject to the further conditions precedent that, on both the date hereof, of the Drawdown Request and signed by an executive officer the Drawdown Date: (a) no Default has occurred and is continuing or will occur as a result of Buyer, certifying that each of making the Drawing; and (b) the representations and warranties of Buyer contained set out in this deed clause 17 (Representations and warranties) which are made or repeated on those dates are true and correct in all respects at accurate by reference to the facts and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, circumstances then subsisting and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are will remain true and correct in all respects at and as of accurate immediately after the date hereofDrawing is made.

Conditions Precedent. 2.1This Amendment will not be binding on the Agent and the Lenders with respect to the 1031 Transaction until the 1031 Effective Date. The balance of this Amendment will not be binding on the Agent and the Lenders until the satisfaction of the following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller in form and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior substance satisfactory to the Agent, provided, that, in all cases, Section 5.7 of this Amendment shall be immediately effective upon the full execution of this deedAmendment: a. Buyer (a) The closing of the Stock Purchase Agreement shall have occurred in accordance with Section 2.6 of the Stock Purchase Agreement (it being understood however that the closing of the Stock Purchase Agreement, the waivers of Agent and Lenders under Section 3.1 and the binding effect of this Amendment as otherwise provided in the second sentence of Section 4.1 above shall all be deemed to occur concurrently); (b) The representations and warranties contained herein and in the Credit Agreement, as amended hereby, shall be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date; (c) No Default or Event of Default shall have occurred and be continuing; (d) The Borrower shall have delivered to the Notary:Agent an executed original of this Amendment together with all acknowledgements; (e) The Borrower shall have paid to the Agent and BAS all fees, costs, and expenses owed to and/or incurred by the Agent or BAS, respectively, arising in connection with this Amendment; (f) The Agent shall have received an executed promissory note from the Borrower for each of the respective Lenders to reflect their Commitment; (g) The Agent shall have received an executed Fifth Amendment of Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing for the property of the Borrower located in Paramount, California, together with such endorsements to title policy number 31050058X52 as the Agent may require in its discretion; (h) The Agent shall have received such other documents, corporate resolutions, corporate certificates, legal opinions and information, including, without limitation, any third party consents, that the Agent shall require, each in form and substance satisfactory to the Agent; (i) (A) a written shareholders’ resolution approving the transfer The Agent shall have received each of the First Tranche Subject Sharesfollowing fully-executed documents, duly executed by Buyer, Seller in form and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant substance satisfactory to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable LawAgent in its discretion, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary:reasonably (i) a duly legalized powerNon-ofRecourse Guaranty Agreement executed by Holdings in favor of the Agent, (ii) a Pledge Agreement by and between the Agent and Holdings; (iii) an assignment separate from certificate executed in blank by Holdings; and (iv) the stock certificate representing the Shares; (j) The Agent shall have received a fully-attorney executed copy of the Stock Purchase Agreement with all schedules and attachments thereto and the Agent shall have received and approved Schedule 2.3(d) to the Stock Purchase Agreement; (k) The Agent shall have received the final form of the CS Guarantee and Collateral Agreement; (l) The Agent shall have received the final form of the Subordinated Term Loan Documents; (m) The Agent shall have received satisfactory evidence that the Borrower has received the Subordinated Term Loan and that the Borrower has repaid the Term Loan Debt in full; (n) The Agent shall have received a fully executed copy of the CS Intercreditor Agreement substantially in the form attached hereto as Exhibit 2; (o) The Agent shall have received a fully executed copy of the Subordinated Term Loan Subordination Agreement, on terms and conditions satisfactory to the Agent in its discretion, reasonably exercised; (p) The Agent shall have received a letter agreement with respect to execution the Willbridge Refinery and the Richmond Beach Terminal, in each case, granting the Agent access rights substantially similar to those granted to the Agent under the terms of this deedSection 5 of the CS Intercreditor Agreement; (q) The Borrower has Availability of not less than Twenty Million Dollars ($20,000,000) after (i) giving effect to the payment of all fees and expenses incurred in connection with this Amendment, (ii) giving effect to the Closing Expenses, (iii) giving effect to proceeds from the Subordinated Term Loan and such other documents (iv) reserving against accounts payable aged beyond their customary payment terms and any book overdraft; (r) There shall exist no action, suit, investigation, litigation, or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in the Agent’s judgment (a) could reasonably be expected to have a Material Adverse Effect, or (b) could reasonably be expected to materially and adversely affect the credit facility set forth in the Credit Agreement or the transactions contemplated thereby; (s) The Agent shall have determined that the Borrower and its Subsidiaries are adequately capitalized, that the fair saleable value of their assets will exceed their liabilities at closing, and that the Borrower and its Subsidiaries will have sufficient working capital to pay their debts as they become due; (t) To the extent that the transactions contemplated by the Stock Purchase Agreement affect any existing insurance policies or certificates, the Agent shall have received updated certificates of insurance and loss payable endorsements, all in form and substance satisfactory to the Agent; (u) The Borrower, each Subsidiary Guarantor and Alon shall have obtained all governmental and third party consents and approvals as may be customary necessary or appropriate in connection with the Credit Agreement, this Amendment, the Stock Purchase Agreement and required under applicable Lawthe transactions contemplated thereby, including evidence satisfactory to Banc of America Securities LLC (“BAS”), the Agent and their respective counsel that the Borrower and Alon have obtained any necessary or reasonably required by the Notaryappropriate H▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ Act approvals; d. Buyer (v) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall transfer be satisfactory to the [Purchase Price][Initial Purchase Price] Agent in accordance with Article 4.2 hereofits sole and absolute discretion. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occurThis Amendment shall become effective, which Seller if, and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deedonly if: a. Buyer 3.1 the Agent shall have delivered to the Notaryreceived on or before February 14, 2001: (ia) a facsimile or original executed copy of this Amendment executed by the Parent, each Borrower, and Super-Majority Lenders; (Ab) a facsimile or original executed copy of a Release Agreement and a Reaffirmation Agreement in the respective forms attached hereto as Exhibit F and made a part hereof executed by the Borrowers, each Guarantor and (with respect to the Release Agreement, the Affiliates named therein); (c) a written shareholders’ resolution approving the transfer consent of the First Tranche Subject Sharesobligee parties to the TROL Documents to the terms of this Amendment, duly executed by Buyeran amendment of the covenants set forth in the TROL Documents to be no more restrictive that those set forth herein on an amended basis, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated waiver of all existing defaults and events of default under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated TROL Documents as of the date hereof, in each instance, in form and signed by substance satisfactory to the Agent; (d) an executive officer opinion of Buyer, certifying that each counsel to the Borrowers and Parent with respect to non-contravention of the representations TROL Documents and warranties of Buyer contained agreements under which the Senior Subordinated Notes have been issued, this Amendment and the instruments and documents executed by the Borrowers and Guarantors in this deed are true and correct in all respects at and as connection herewith; (e) corporate resolutions of the date Parent, Borrowers and Guarantors authorizing the execution and delivery of this Amendment and all instruments and documents required to be executed and delivered in connection herewith; (f) from the Borrowers, reimbursement for the expenses of the Agent identified on Exhibit G attached hereto and made a part hereof; (g) a facsimile or original executed copy of the written consent of the holder of the Supplemental Term Loan Note to the terms of this Amendment and a waiver of the Events of Default identified on Exhibit B under the Supplemental Term Loan Note; and f. Seller shall deliver (h) a facsimile or original executed copy of a Note Modification Agreement in the form attached hereto as Exhibit H and made a part hereof. 3.2 after giving effect to Buyer a certificatethis Amendment and any amendment of the TROL Documents, dated as of February 14, 2001, no "Event of Default" shall have occurred and be continuing under the terms of the Credit Agreement, TROL Documents, Indenture under which the Senior Subordinated Notes have been issued, as amended or supplemented through the date hereof, of this Amendment and signed by a duly authorized signatory no "Change of Seller, certifying that each of the representations and warranties of Seller contained Control" (as defined in this deed are true and correct in all respects at and as of the date hereofsuch Indenture) shall have occurred.

Conditions Precedent. 2.1. The effectiveness of this Second Amendment is subject to satisfaction of each of the following are the conditions precedent, or waiver of such conditions precedent (opschortende voorwaarden) by the appropriate party or parties: 3.1 The representations and warranties made by the Company in this Second Amendment are accurate in all respects. 3.2 Except as otherwise set forth herein, or as previously disclosed by the Company in its reports filed with the Securities and Exchange Commission, no Event of Default shall be in existence under the Original Notes. 3.3 No Material Adverse Effect shall have occurred since the date of filing of the Company’s Quarterly Report on Form 10-Q for the Transaction to occurfiscal quarter ended March 31, which Seller and Buyer declare 2011. 3.4 No suit, proceeding or action shall have been satisfied commenced against or waived (and which waiver has been accepted by Seller and Buyer) prior to involving the execution of this deed:Company which, if successful, would result in a Material Adverse Effect. a. Buyer 3.5 Each Investor shall have delivered to received the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Sharesfollowing documents and other items, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association an authorized representative of the Company, as necessary: (a) a copy of this Second Amendment; (iib) duly legalized powers-of-attorney with respect to execution of this deedits original Amended Note; (iiic) the shareholders’ register its pro rata share of the CompanyAdditional Prepaid Interest Amount, pursuant to Section 2.1(d) hereof; (ivd) its original Amended Warrants; (e) a copy of the Amended Pledge Agreement; (f) a copy of the Amended Irrevocable Payment Instruction; (g) a copy of the Amended Put Agreement; and (h) evidence that the execution, delivery and such other documents as may be customary and required under applicable Law, or reasonably required performance of this Second Amendment by the Notary;Company have been duly authorized by all necessary corporate action. b. Seller 3.7 The Company shall cause have received the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be following documents and other items from each Investor, duly executed by Selleran authorized representative of such Investor, if applicable. c. Seller shall deliver to the Notaryas necessary: (ia) a duly legalized power-of-attorney with respect to execution copy of this deedSecond Amendment; (iib) and such other documents as may be customary and required under applicable Law, or reasonably required by the NotaryInvestor’s Original Note (for cancellation); d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof.(c) such Investor’s Original Warrant (for cancellation); e. Buyer shall deliver to Seller (d) a certificate, dated as copy of the date hereof, and signed by an executive officer of Buyer, certifying that each Amended Pledge Agreement; (e) a copy of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofAmended Put Agreement; and f. Seller shall deliver to Buyer a certificate(f) evidence that the execution, dated as delivery and performance of the date hereof, and signed this Second Amendment by a such Investor have been duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in by all respects at and as of the date hereofnecessary corporate action.

Conditions Precedent. 2.1. The following provisions contained in Section 404 of the Lease are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deedhereby amended as follows: a. Buyer shall have delivered to Section 2.1 The Landlord hereby agrees that its obligations under the Notary: Lease are no longer conditioned upon any of the matters contained in clauses (e), (f), (g) and (i) (A) a written shareholders’ resolution approving the transfer of Section 404 of the First Tranche Subject SharesLease. Accordingly, duly executed by Buyerclauses (e), Seller (f), (g) and Oil & Gas Technology Consultants (Netherlandsi) Coöperatie U.A., a cooperative (coöperatie) incorporated of Section 404 of the Lease are hereby deleted in their entirety. Section 2.2 The Tenant hereby agrees that its obligations under the Laws Lease are no longer conditioned upon any of the Netherlands, or matters contained in clauses (Bc) duly adopted minutes and (o) of a duly convened shareholder’s meeting approving the transfer Section 404 of the First Tranche Subject SharesLease. Accordingly, which clauses (c) and (o) of Section 404 of the Lease are hereby deleted in each case their entirety. At such time as the Lease is effective pursuant amended in a manner acceptable to the articles of association Tenant's environmental counsel which delineates the obligations and responsibilities of the Company; (ii) duly legalized powers-of-attorney Landlord and the Tenant with respect to execution any subsequent environmental remediation which may be required at the Premises as a result of this deed;an amendment to the Environmental Documents hereafter adopted by DEPE, the Tenant agrees that it will execute with the Landlord a further amendment to the Lease which will reflect that the condition contained in clause (k) of Section 404 is deleted. Section 2.3 The phrase "February 28, 1994" appearing in clause (iiit) of Section 404 is hereby amended to be a reference to "June 30, 1994". Section 2.4 The phrase "in a form and content acceptable to the shareholders’ register Landlord in its sole and absolute discretion" appearing at the end of Section 404(m)(ii) of the Company; (iv) Lease is hereby deleted and such other documents replaced with the following: in a form and content which contains substantially the same provisions that affect the Landlord's rights or obligations thereunder as may be customary and required under applicable Law, or reasonably required by are contained in the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer most recent draft of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above SJPAC Three Way Agreement which has been previously provided to be duly executed by Seller, if applicablethe Landlord. c. Seller shall deliver to Section 2.5 A new clause (s) is hereby added at the Notary: (i) a duly legalized power-of-attorney with respect to execution end of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as Section 404 of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and Lease to read as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.follows:

Conditions Precedent. 2.1. The This Amendment shall become effective as of the date on which the following are the conditions precedent are satisfied (opschortende voorwaardensuch date, the “Third Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received from each Borrower, each other Loan Party and the Lenders a counterpart of this Amendment duly executed and delivered on behalf of such party; (b) The Loan Parties shall have (i) entered into definitive documentation for a fully committed private investment in public equity (PIPE) transaction with an aggregate gross investment commitment in the Transaction to occur, which Seller and Buyer declare have been satisfied or waived Loan Parties of at least $30,000,000 (and which waiver has been accepted by Seller and Buyer) prior it being understood that such commitment may be conditioned on the satisfaction of conditions precedent acceptable to the execution of this deed: a. Buyer investors) (the “PIPE Transaction”), in form and substance satisfactory to the Administrative Agent, and shall have delivered to the Notary:Administrative Agent any and all documents entered into in connection with the PIPE Transaction, and (ii) received the proceeds of the PIPE Transaction; (c) The Loan Parties shall have delivered to the Administrative Agent a duly executed waiver agreement with respect to the Coliseum Agreement, in form and substance satisfactory to the Administrative Agent, pursuant to which Coliseum agreed to waive the Specified Coliseum Cross-Defaults; (d) The Loan Parties shall have delivered to the Administrative Agent one or more exchange agreements providing that the Series A Preferred Stock of Pubco Guarantor held by the holders thereof has been or will be exchanged for common equity; (e) The Loans Parties and certain Subsidiaries of the Loan Parties shall have (i) entered into one or more binding agreements (subject to customary closing conditions) for the Asset Sales and Equity Investment (the “Purchase Agreements”), in form and substance satisfactory to the Administrative Agent, and shall have delivered to the Administrative Agent the Purchase Agreements and (ii) received the $10,000,000 non-refundable deposit provided in connection with the Equity Investment; (f) The Loan Parties shall have delivered to the Administrative Agent a current 13 week cash flow forecast in the form required by Section 5.09.15 of the Credit Agreement in form acceptable to the Administrative Agent (the “Budget”); (g) The Loan Parties shall have delivered to the Administrative Agent an updated Borrowing Base Certificate calculating the Borrowing Base pro forma for the PIPE Transaction, the Equity Investment, and the Asset Sales; (h) The Borrowers shall have paid to the Administrative Agent, for the ratable benefit of each Revolving Credit Lender, $10,000,000 in immediately available funds, or authorized the Administrative Agent to debit their deposit accounts at the Administrative Agent to apply such payment (which authorization may be contingent upon the receipt of the proceeds of the PIPE Transaction and/or the non-refundable deposit provided in connection with the Asset Sales and Equity Investment), which payment shall be applied as described in Section 2.03.3(c) of the Credit Agreement; (i) The Borrowers shall have paid to the Administrative Agent the Upfront Fee in immediately available funds; (Aj) a written shareholders’ resolution approving The Loan Parties shall have paid to the transfer Administrative Agent in immediately available funds all unpaid fees and other amounts due and payable on or prior to the Third Amendment Effective Date and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented fees, charges and disbursements incurred by and owing to M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, legal counsel for the Administrative Agent, and FTI Consulting, Inc., financial advisor for the Administrative Agent) as required to be reimbursed or paid by any Loan Party pursuant to the terms of the First Tranche Subject SharesExisting Credit Agreement; (k) The Administrative Agent shall have received all documentation and other information required by any Lender or the Issuing Bank to evidence or facilitate both the Borrowers’ and each Lender’s compliance with all applicable Laws and regulations, duly executed by Buyerincluding, Seller all “know your customer” rules in effect from time to time pursuant to the Bank Secrecy Act, the USA Patriot Act and Oil & Gas Technology Consultants other applicable Laws on or prior to the date which is five (Netherlands5) Coöperatie U.A., Business Days prior to the Third Amendment Effective Date; and (l) The Administrative Agent shall have received a cooperative (coöperatie) incorporated under the Laws certificate of an Authorized Officer of the NetherlandsBorrower Representative either (i) certifying that all shareholder and corporate consents and approvals, material governmental and third party consents and approvals required in connection with the execution and delivery of this Amendment (all of which shall be final with no waiting period to expire or ongoing governmental inquiry or investigation) shall have been duly given or recorded, and that any such consents, licenses, approvals and agreements shall be in full force and effect, or (Bii) duly adopted minutes of a duly convened shareholder’s meeting approving stating that no such consents, licenses or approvals are so required upon giving effect to this Amendment. The Administrative Agent shall notify the transfer Borrowers and the Lenders of the First Tranche Subject SharesThird Amendment Effective Date, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may notice shall be customary conclusive and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicablebinding. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1This Amendment shall become effective as of the date hereof upon satisfaction of each of the following conditions precedent: 5.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare Administrative Agent shall have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution received counterparts of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject SharesAmendment, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws each of the Netherlandsparties hereto. 5.2. The Administrative Agent shall have received counterparts of an Administrative Agent’s Fee Letter, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer executed by each of the First Tranche Subject SharesAdministrative Agent and Seller, which and payment in each case is effective pursuant immediately available funds of its “Administrative Agent’s Fee” referred to the articles of association therein. 5.3. The Administrative Agent shall have received counterparts of the Company;Fee Letter, duly executed by each of the parties thereto, and each of WFB and Liberty Street shall have received payment, in immediately available funds of its “upfront fee” referred to therein. (ii) duly legalized powers-of-attorney 5.4. The Administrative Agent shall have received signed reliance letters with respect to execution each of the legal opinions delivered in connection with the Transaction Documents as originally executed permitting reliance on such opinions by Scotiabank, individually and as Liberty Street Administrator, and Liberty Street as though they were original addressees thereof. 5.5. The Administrative Agent shall have received a copy of the resolutions of Seller’s Board of Directors authorizing Seller’s execution, delivery and performance of this deed;Amendment, duly certified by Seller’s secretary or assistant secretary. (iii) the shareholders’ register 5.6. All conditions precedent to effectiveness of the Company; (iv) Third Amended and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, Restated Credit Agreement dated as of December 28, 2011 by and among CMC, CMCLUX S.à. ▇.▇., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer shall have been satisfied, and the Administrative Agent shall have received a copy thereof in its final form, together with copies of all security documents referenced therein. 5.7. Seller shall have paid to WFB all and unpaid Fees and Yield in respect of WFB’s Investments prior to the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained hereof in this deed are true and correct in all respects at and as of the date hereof; andimmediately available funds. f. 5.8. Seller shall deliver have paid to Buyer a certificate, dated as WFB’s counsel all of such counsel’s reasonable fees and disbursements in connection with the date hereof, preparation or review of this Amendment and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained other documents required to be delivered pursuant hereto in this deed are true and correct in all respects at and as of the date hereofimmediately available funds.

Conditions Precedent. 2.1. The following are This Agreement will become effective on the conditions precedent (opschortende voorwaarden) for the Transaction to occurdate, which Seller must be not later than May 15, 2000, on which all of the following conditions are satisfied (the "Closing Date"): (a) The execution and Buyer declare have been satisfied or waived (and which waiver has been accepted delivery by Seller and Buyer) prior the Obligors to the execution Administrative Agent and the Lenders of this deed:Agreement; a. Buyer shall have delivered (b) The execution and delivery by the Borrowers to the Notary:each Lender of such Lender's Term Loan Note; (i) The execution and delivery by the Senior Agent, the Senior Lenders, the Senior DIP Facility Borrowers and the Senior DIP Facility Guarantors of the Senior DIP Facility Documents, provided that (Ax) a written shareholders’ resolution any modifications to such documents made after the date hereof, including without limitation, any modifications to the schedules to the Senior DIP Facility Credit Agreement and (y) any order approving the transfer of Senior DIP Facility (if different from the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (NetherlandsFinal Order referred to below) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant must be reasonably satisfactory to the articles of association of Administrative Agent and the Company; Lenders in all material respects; and (ii) duly legalized powers-of-attorney with respect to execution the satisfaction of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver all conditions precedent to the Notary:initial borrowings under the Senior DIP Facility; (i) The entry of an order of the Court after a duly legalized power-of-attorney with respect final hearing pursuant to execution Federal Bankruptcy Rule 4001(c)(2) on a motion by the Debtors approving the Subordinated DIP Facility, which order (x) shall be satisfactory to the Administrative Agent, the Lenders and the Obligors in all respects, (y) shall not have been appealed from prior to the date that is ten (10) days after the date the order was entered on the docket of this deedthe Court (the "Appeal Period"), and (z) shall not have been modified, amended, reversed, stayed, vacated or rescinded (the "Final Order") and (ii) the Appeal Period shall have expired and not have been tolled by the filing of any motion for rehearing, reconsideration or reargument; (e) All "first day orders" entered at the time of commencement of the Chapter 11 Cases shall be reasonably satisfactory in form and substance to the Administrative Agent and each Lender; (f) The Required Noteholder Representatives shall have executed and delivered the Restructuring Agreement; (g) No Consenting Holders Termination Event or Safety Components Termination Event shall have occurred; (h) The Obligors shall have (i) transferred or caused to be transferred to the Lenders cash in the amount of $17,000,000 in order to effect the Closing Date Repayment and (ii) paid to the Administrative Agent and such other documents as may be customary each Lender all fees and required under applicable Law, or reasonably required expenses payable by the NotaryObligors pursuant hereto (including without limitation, all amounts described in Section 11.6) and pursuant to the Prepetition Credit Agreement which have accrued up to the Petition Date; d. Buyer (i) The Non-Surviving Letters of Credit shall transfer have been replaced with new letters of credit issued under the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver Senior DIP Facility prior to Seller a certificateany draw thereunder or, dated as if any amount is drawn under the Non-Surviving Letters of Credit prior to the Closing Date, such amount and all interest thereon and fees, costs and expenses of the date hereofIssuing Bank and the other Lenders associated with such draw shall have been reimbursed by the Obligors; (j) No draw shall have been made under the Surviving Letter of Credit or, if such a draw has been made, the amount thereof together with all fees, costs and signed by an executive officer of Buyer, certifying that each of expenses associated therewith shall have been reimbursed to the representations Issuing Bank and warranties of Buyer contained the Lenders in this deed are true and correct in all respects at and as of the date hereofcash; and f. Seller (k) No event shall deliver to Buyer a certificatehave occurred and no condition shall exist that, dated as with the giving of notice or the date hereofpassage of time or both, and signed by a duly authorized signatory would constitute an Event of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofDefault.

Conditions Precedent. 2.1. The following are the As conditions precedent (opschortende voorwaarden) for to the Transaction to occureffectiveness and validity of the provisions of this Agreement, which Seller and Buyer declare have been all of the following conditions must be satisfied concurrently with or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution closing of the Stock Purchase Agreement: 9.1 Each of the Borrowers, the Parent and the FKP Buyers will have executed and delivered to Agent copies of this deed:Agreement; a. Buyer shall 9.2 Any Borrower which is not a debtor in a bankruptcy case will have delivered to Agent valid resolutions of the Notary:Board of Directors of such Borrower authorizing the execution and delivery of this Agreement; (i) (A) a written shareholders’ resolution 9.3 The bankruptcy court having jurisdiction over the Bankruptcy Case of the Parent and any bankruptcy case of any Borrower will have entered an order, in form and substance satisfactory to Agent, approving the transfer Parent's and any such Borrower's execution and delivery of, and performance under, this Agreement, the Stock Purchase Agreement and all related agreements. 9.4 The Borrowers, the Parent and the FKP Buyers will have delivered to A fully executed copy of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyStock Purchase Agreement; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the 9.5 All representations and warranties of Buyer Borrowers and the Parent contained in this deed are shall be true and correct correct; 9.6 Lenders and the Swingline Lender will have executed and delivered to Agent of this Agreement; 9.7 The FKP Buyers will have (a) made a cash equity contribution and/or subordinated loan of $2,000,000 to FKP (and to the extent such payment is in the form of a subordinated loan, executed and delivered a subordination agreement in favor of Agent and Lenders in form and substance satisfactory to Agent) and (b) executed and delivered to Agent the FKP Stock Pledge Agreement (together with stock powers executed in blank and UCC-I financing statements), the Capital Call Agreement, the Investment Securities Pledge Agreement and the Control Agreement, fully executed by all respects at parties thereto other than the Agent and as the Lenders. 9.8 The documentation under which the Parent is granted junior liens on the Stock and assets of the date hereof; and f. Seller FKP shall deliver contain subordination provisions satisfactory to Buyer a certificate, dated as of the date hereof, Agent and signed by a duly authorized signatory of Seller, certifying that each of the representations shall otherwise be in form and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofsubstance satisfactory to Agent.

Conditions Precedent. 2.1. The following are effectiveness of this Agreement is subject to the conditions precedent following: (opschortende voorwaardena) for the Transaction Base Indenture and the Series 2009-1 Supplement shall be in full force and effect as of such Series 2009-1 Subsequent Closing Date; (b) as of such Series 2009-1 Subsequent Closing Date, the Funding Agents shall have received copies of (i) the Certificate of Incorporation and By-Laws of Hertz and the certificate of formation and limited liability company agreement of each of HVF and the Nominee certified by the Secretary of State of the state of incorporation or organization, as the case may be, (ii) board of directors resolutions of HVF, Hertz and the Nominee with respect to occurthe transactions contemplated by the Series 2009-1 Supplement and this Agreement, which Seller and Buyer declare (iii) an incumbency certificate of HVF, Hertz and the Nominee, each certified by the secretary or equivalent officer of the related entity in form and substance reasonably satisfactory to the Administrative Agent; (c) on such Series 2009-1 Subsequent Closing Date, each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, shall have been satisfied or waived (received a letter, in form and which waiver substance reasonably satisfactory to it, from ▇▇▇▇▇’▇ stating that the current public long term credit rating of “Aaa” assigned to the Series 2009-1 Notes has been accepted by Seller confirmed; (d) as of such Series 2009-1 Subsequent Closing Date, each Conduit Investor and Buyereach Committed Note Purchaser shall have received opinions of counsel (i) prior from Weil, Gotshal & ▇▇▇▇▇▇ LLP, or other counsel acceptable to the execution Conduit Investors and the Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease, true-sale and UCC security interest matters, tax and no-conflicts) and (ii) from counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request; (e) [Reserved]; (f) [Reserved] (g) as of this deed: a. Buyer such Series 2009-1 Subsequent Closing Date, the Administrative Agent shall have delivered received evidence satisfactory to them of the completion of all UCC filings as may be necessary to perfect or evidence the assignment by HVF to the Notary:Trustee or the Collateral Agent on behalf of the Trustee of its interests in the Collateral, the proceeds thereof and the security interests granted pursuant to the Base Indenture and the Collateral Agency Agreement; (h) as of such Series 2009-1 Subsequent Closing Date, the Administrative Agent shall have received a written search report listing all effective financing statements that name HVF, HGI, Hertz or the Nominee as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, the Series 2009-1 Supplement, this Agreement or the other Related Documents; (i) (A) a written shareholders’ resolution approving the transfer each Committed Note Purchaser shall have received payment of the First Tranche Subject SharesUp-Front Fee owing to it, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Lawcase, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofSeries 2009-1 Subsequent Closing Date; and f. Seller (j) on the Series 2009-1 Subsequent Closing Date, all Increases and payments in respect of principal of its Series 2009-1 Initial Note in the amount specified for such Series 2009-1 Noteholder in Schedule II hereto shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofhave occurred.

Conditions Precedent. 2.1. The This Amendment shall become effective when all of the following are conditions, the conditions satisfaction of each of which is a condition precedent (opschortende voorwaarden) for to the Transaction to occureffectiveness of this Amendment, which Seller and Buyer declare shall have occurred or shall have been satisfied or waived (and which waiver has been accepted in writing by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notary:LaSalle. (i) (A) a written shareholders’ resolution approving the transfer LaSalle shall have received each of the First Tranche Subject Sharesfollowing, which shall be in form and substance reasonably satisfactory to it: (a) this Amendment, duly executed by Buyereach Borrower and Parent, Seller and Oil & Gas Technology Consultants by David H. Brooks; (Netherlandsb) Coöperatie U.A.an Amended and Restated Revolving ▇▇▇▇, ▇▇ ▇▇▇ ▇orm of EXHIBIT A hereto, in the principal amount of $35,000,000, duly executed by each Borrower; (c) an opinion of counsel to the Borrowers and Parent regarding each Borrower's and Parent's due incorporation, valid existence, good standing and power and authority to execute this Amendment, the due authorization, execution and delivery of this Amendment by each Borrower and Parent, the enforceability of this Amendment against each Borrower and Parent, and such other matters as LaSalle and its counsel may reasonably require; (d) a cooperative (coöperatie) incorporated under the Laws Certificate of the NetherlandsSecretary or Assistant Secretary of each Borrower and of Parent (A) relating to the adoption of resolutions by each such Borrower's and Parent's respective Board of Directors approving this Amendment and the other documents executed or delivered in connection herewith by such party, or (B) duly adopted minutes certifying that no amendments have been made to each such Borrower's or Parent's Certificate of a duly convened shareholder’s meeting approving Incorporation, as amended, other than the transfer Certificate of Designations and Preferences executed on December 14, 2001, and each such Borrower's or Parent's by-laws, as amended, since September 24, 2001, and (C) further certifying the First Tranche Subject Sharesnames and incumbency of officers of each such Borrower and of Parent authorized to sign this Amendment and all other documents executed or delivered in connection herewith, which in each case is effective pursuant to and the articles names and validity of association signatures of the Company;such officers. (ii) duly legalized powersLaSalle shall have received payment, in cash, of an amendment fee in the amount of $25,000, which fee shall be non-of-attorney with respect refundable and deemed fully earned when paid, and the Borrowers authorize LaSalle to execution charge any loan account of this deed;the Borrowers for such fee. (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the All representations and warranties set forth in the Loan Agreement (except for such inducing representations and warranties that were only required to be true and correct as of Buyer contained in this deed are a prior date) shall be true and correct in all material respects at on and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the effective date hereof, and signed no Default or Event of Default shall have occurred and be continuing. (iv) No event or development shall have occurred since December 31, 2002 which event or development has had or is reasonably likely to have a Material Adverse Effect. (v) LaSalle shall have received a certificate from each Borrower and Parent, executed by a duly authorized signatory the chairman of Sellereach such party, certifying that each as to the truth and accuracy of paragraphs (c) and (d) of this SECTION TWO. (vi) All corporate and legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance to LaSalle and its counsel, and LaSalle and its counsel shall have received all information and copies of all documents which it or its counsel may have reasonably requested in connection herewith and the representations matters contemplated hereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (vii) There shall be no action, suit or proceeding pending or to any Borrower's or Parent's knowledge overtly threatened against any Borrower or Parent before any court (including any bankruptcy court), arbitrator or governmental or administrative body or agency which challenges or relates to the consummation of this Amendment or the other transactions contemplated herein. (viii) LaSalle shall have received such further agreements, consents, instruments and warranties documents as may be necessary or proper in the reasonable opinion of Seller contained in LaSalle and its counsel to carry out the provisions and purposes of this deed are true and correct in all respects at and as of the date hereofAmendment.

Conditions Precedent. 2.1. The This Amendment shall become effective as of the date first written above (the “Fourth Amendment Closing Date”) upon the satisfaction of each of the following are the conditions precedent precedent: (opschortende voorwaardena) for the Transaction to occur, which Seller and Buyer declare This Amendment shall have been satisfied or waived (duly executed and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notary:Agent by each of the Obligors, the Agent, and the Required Lenders. (b) [Reserved]. (c) The Agent shall have received an omnibus reaffirmation agreement of the other Loan Documents duly executed by each of the Obligors and the Agent. (d) [Reserved]. (e) [Reserved]. (f) The Agent shall have received a Borrowing Base Certificate (and all supporting documents and schedules) dated as of the Fourth Amendment Closing Date, in form and substance reasonably satisfactory to it and providing a determination of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base after giving effect to this Amendment, and the Agent shall be satisfied that, both before and after giving effect to all extensions of credit outstanding or to be made on the Fourth Amendment Closing Date, Excess Availability under the Loan and Security Agreement, as amended by this Amendment, shall not be less than $150,000,000. (g) The Agent and the Lenders shall be satisfied that the Security Documents remain effective to create in favor of the Agent a legal, valid and enforceable first priority (subject only to Permitted Liens entitled to priority under Applicable Law) perfected security interest in and Lien upon the Collateral. (h) The Obligors shall have delivered, and shall have caused each Subsidiary to deliver, each Mortgage amendment, in form reasonably acceptable to Agent, necessary to amend the Termination Date stated in such Mortgage and to reflect the modifications to the Loan and Security Agreement contemplated hereby. (i) The Agent shall have received satisfactory updates with respect to all flood insurance certifications related to any Collateral. (Aj) The Agent shall have received a written shareholders’ resolution approving certificate, in form and substance reasonably satisfactory to the transfer Agent, from the chief financial officer or the treasurer of each Obligor certifying that after giving effect to the transactions contemplated by this Amendment (including the extension of the First Tranche Subject SharesA-1 Revolver Loans on the Fourth Amendment Closing Date), duly executed by Buyer(x) Parent and its Subsidiaries, Seller on a consolidated basis, are Solvent and Oil & Gas Technology Consultants (Netherlandsy) Coöperatie U.A.each Borrower, individually, is Solvent. (k) The Agent shall have received a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes certificate of a duly convened shareholderauthorized officer of each Obligor (with such certification to be in such Person’s meeting approving capacity as an officer of such Obligor and not in such Person’s individual capacity), (i) certifying (x) that such Obligor’s Organic Documents certified by such Obligor to the transfer Agent on the Closing Date remain in full force and effect, without amendment (or, if such Organic Documents have been amended, attaching copies thereof, certified by the Secretary of State or another official of such Obligor’s jurisdiction of organization), and (y) that an attached copy of resolutions authorizing execution and delivery of the First Tranche Subject SharesAmendment is true and complete, which and that such resolutions are in each case is effective pursuant full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to the articles of association of the Company; this Amendment, and (ii) duly legalized powers-of-attorney with respect to execution attaching good standing or subsistence certificates, as applicable, for such Obligor, issued by the Secretary of this deed;State or other appropriate official of such Obligor’s jurisdiction of organization. (iiil) the shareholders’ register The Agent shall have received a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, on behalf of the Company;Borrowers and each of the Guarantors, as well as any relevant local counsel to Obligors, in form and substance reasonably satisfactory to the Agent and each of the Lenders (including an opinion regarding the absence of any conflict between the Loan and Security Agreement as amended hereby and the Senior Note Debt). (ivm) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller The Borrowers shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: have paid (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may the Agent all fees to be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver paid pursuant to Seller a certificatethat certain Fee Letter, dated as of August 9, 2016, by and among Agent and the date hereofBorrowers and (ii) to such other Person(s) as are entitled thereto, all reasonable and documented fees and out-of-pocket expenses to be paid to such Persons on the Fourth Amendment Closing Date (including, without limitation, all reasonable and documented fees, out-of-pocket charges and disbursements of counsel to the Agent), accounting, appraisal, consulting and other reasonable and documented fees and out-of-pocket expenses to the extent invoiced prior to or on the Fourth Amendment Closing Date. (n) Both immediately before, and signed by an executive officer immediately after giving effect to this Amendment and transactions hereunder, including all extensions of Buyercredit to be made on the Fourth Amendment Closing Date, certifying that each (i) no Default or Event of Default shall exist and (ii) the representations and warranties set forth in Section 9 of Buyer contained in this deed are the Loan and Security Agreement shall be true and correct in all material respects at (except that such materiality qualifier shall not be applicable to the extent that any representation or warranty is already qualified or modified by materiality in the text thereof) as of the Fourth Amendment Closing Date, as though made on and as of such date (except to the extent that such representation or warranty relates to an earlier date hereof; and f. Seller shall deliver to Buyer a certificateor period, dated in which case as of the such earlier date hereof, and signed or period). (o) The Agent shall have received a detailed monthly availability forecast prepared by a duly authorized signatory of Seller, certifying that each management of the representations and warranties of Seller Borrowers, in a format substantially similar to that contained in the Borrowing Base Certificate, for the period beginning on the Fourth Amendment Closing Date and ending on February 3, 2018. (p) Substantially concurrently with the Fourth Amendment Closing Date, the Tranche A-1 Refinancing shall have occurred. (q) The Agent shall have received such additional documents, instruments and information as are customary for transactions of this deed are true and correct type as the Agent may reasonably request to effect the transactions contemplated hereby. For purposes of determining compliance with the conditions specified in all respects at and as of this Section 5, each Lender (including each Fourth Amendment A-1 Lender) that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the date hereofAgent shall have received notice from such Lender prior to the proposed Fourth Amendment Closing Date specifying its objection thereto.

Conditions Precedent. 2.1. The conditions referred to in Clause 3.1 are that the Lender shall have received the following are documents and evidence in all respects in form and substance satisfactory to the conditions precedent Lender and its lawyers on or before the date of this Agreement (opschortende voorwaardenor such later date as may be applicable) and upon receipt of the documents and evidence referred to above, the Lender shall promptly deliver to the Borrower a written confirmation in the form set out in Schedule 1: documents of the kind specified in Schedule 2, Part A, paragraphs 2, 3 and 4 of the Loan Agreement as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement; documents of the kind specified in Schedule 2, Part A, paragraphs 2, 3 and 4 of the Loan Agreement as amended and supplemented by this Agreement in relation to the New Guarantor and updated with appropriate modifications to refer to this Agreement and the New Guarantee; an original of this Agreement duly executed by the parties to it; an original of the New Guarantee duly executed by the parties to it; favourable legal opinions from lawyers appointed by the Lender regarding matters concerning the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands and under other jurisdictions as the Lender may deem appropriate; a certified true copy of the amended and restated limited liability company agreement and the certificate of limited liability company interest of each Directly Owned IPO Entity specifying the Guarantor as the sole member/holder of the membership interests in such Directly Owned IPO Entity; such documents as the Lender may require for its “know your customer” and other customary money laundering checks in connection with the Transaction Borrower and the New Guarantor; documentary evidence that the agent for service of process named in clause 29.4 of the Loan Agreement has accepted its appointment under this Agreement and the New Guarantee; and any further opinions, consents, agreements and documents in connection with this Agreement and the Finance Documents which the Lender may request by notice to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) the Borrower prior to the execution of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicableEffective Date. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution provisions of this deedSecond Amendment shall be effective as of the date on which all of the following conditions shall be satisfied: a. Buyer (a) the Borrower shall have delivered to the Notary:Granite Agent a fully executed counterpart of this Second Amendment; (b) The Borrower shall have paid the Subordinated Lenders' amendment fees of $50,000 in the aggregate on or before the date hereof, as directed by Granite Agent; (c) the Borrower shall have paid all fees, costs and expenses owing to the Granite Agent and its counsel on or before the date hereof; (d) the Holding Company shall have delivered fully executed Amended and Restated Warrants in favor of GCF and Patriot (the "Amended Warrants"), in form and substance satisfactory to the Granite Agent; (e) the Borrower and the Holding Company shall have delivered certified copies of the resolutions of their respective Boards of Directors approving the execution of this Second Amendment and the actions contemplated herein, and the Amended Warrants and the amendments contained therein, in form and substance satisfactory to the Granite Agent; (f) the Granite Agent shall have received fully executed counterparts, in form and substance satisfactory to the Granite Agent of reaffirmation agreements and other agreements, documents and certificates, if any, as reasonably requested by the Granite Agent from Holding Company, CTS, Specialty and Realty; (g) Granite Agent and Subordinated Lenders shall have indicated their consent and agreement by executing this Second Amendment; (h) After giving effect to the Second Amendment, no Default or Event of Default shall have occurred or be continuing; and (i) (A) a written shareholders’ resolution approving the transfer Granite Agent shall have received fully executed copies of the First Tranche Subject SharesSecond Amendment to Amended and Restated Revolving Credit and Term Loan Agreement dated March 30, duly executed by Buyer2012 among Borrower, Seller Holding Company, CTS, Realty, Specialty and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A.TD Bank NA, a cooperative (coöperatie) incorporated under as Administrative Agent and the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereofLender, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained all documents executed in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofconnection therewith.

Conditions Precedent. 2.1This Amendment No. The 3 shall be effective upon the satisfaction of each of the following are conditions precedent: 4.1. Agent shall have received each of the following: (a) this Amendment No. 3, duly authorized, executed and delivered by the Required Lenders and Loan Parties; (b) the secretary’s certificates of directors’ resolutions and other materials and opinion letter of counsel to Loan Parties in each case with respect to this Amendment No. 3; (c) copies of each of the WSG Acquisition Documents executed on or before the Amendment No. 3 Effective Date in connection therewith, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof; (d) copies of each of the Term Loan Documents, together with a certificate of the Secretary of Parent certifying each such document as being a true, correct, and complete copy thereof; (e) the Intercreditor Agreement, in form and substance satisfactory to Agent, duly authorized, executed and delivered by Term Loan Agent and acknowledged by the Loan Parties; (f) such security agreement supplements or other security agreements, together with such schedules thereto or to any other Loan Document, including, but not limited to, an updated Perfection Certificate to reflect the WSG Acquisition, as Agent may require with respect to the WSG Assets, in form and substance reasonably satisfactory to Agent, duly authorized, executed and delivered by Parent or such other Loan Party as Agent may specify; (g) the Collateral Assignment of Buyer-Side Representations and Warranties Insurance Policy as Collateral Security with respect to the WSG Representation and Warranty Policy, duly authorized, executed and delivered by Borrowers and the insurer under such policy, together with a true, correct and complete copy of such policy; (h) a certificate from an Authorized Person of Loan Parties to the effect that each of the conditions precedent (opschortende voorwaarden) for set forth in this Section 4 is satisfied as of the Transaction to occur, which Seller and Buyer declare Amendment No. 3 Effective Date; 4.2. each of the conditions set forth in the definition of the term “Permitted Acquisition” in the Credit Agreement shall have been satisfied or waived (with respect to the WSG Acquisition; 4.3. Agent shall have received evidence, in form and which waiver substance satisfactory to Agent that the WSG Acquisition has been accepted by Seller consummated and Buyer) prior Parent has acquired good and marketable title to the execution of this deed: a. Buyer shall have delivered to the Notary: (i) (A) a written shareholders’ resolution approving the transfer all of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective WSG Assets pursuant to the articles WSG Acquisition Documents thereto in accordance with the terms thereof (and including a certificate by a duly authorized officer of association Loan Parties, in form and substance satisfactory to Agent, as to the executed WSG Acquisition Documents, the consummation of the CompanyWSG Acquisition, the satisfaction of the conditions to a Permitted Acquisition in connection with the WSG Acquisition and the satisfaction of the conditions set forth herein, and such other certifications with respect thereto as Agent may require); (ii) 4.4. Agent shall have received evidence in form reasonably satisfactory to it that the Term Loan Agreement has been duly legalized powers-of-attorney executed and delivered by each party thereto and is in full force and effect and a Loan Party shall have, or substantially concurrently with the effectiveness of Amendment No. 3 have received gross proceeds from the term loans made thereunder in an aggregate principal amount of not less than $100,000,000 on the Amendment No. 3 Effective Date, which shall have been used, in whole or in part, to pay, among other things, a portion of the consideration under the WSG Acquisition Agreement and/or a portion of the Obligations; 4.5. Agent shall have received UCC, tax lien and judgment searches with respect to execution the WSG Assets, and the results of this deedwhich shall not include any Liens other than Permitted Liens or Liens that shall be terminated on or before the Amendment No. 3 Effective Date (including all financing statements with U.S. Bank, National Association as secured party for which termination statements shall be submitted for recording on the Amendment No. 3 Effective Date); (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated 4.6. as of the date hereofof this Amendment No. 3, and signed by an executive officer after giving effect thereto, no Default or Event of Buyer, certifying that Default shall exist or have occurred and be continuing; 4.7. each of the representations and warranties of Buyer contained conditions set forth in this deed are true and correct in all respects at and as of the date hereof; and f. Seller Section 4 shall deliver to Buyer a certificatebe satisfied on or before June 31, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof2021.

Conditions Precedent. 2.1. The following are obligation of Purchaser to consummate the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior transaction under this Agreement shall be subject to the execution fulfillment or waiver by Purchaser on or before the date of this deedClosing of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: a. Buyer (a) The Title Company shall have unconditionally committed to issue the Title Policy with a liability amount not less than the Purchase Price, naming Purchaser, as the insured, showing fee simple title to the Property to be vested in Purchaser, subject only to the Permitted Exceptions; (b) Seller shall have delivered to Purchaser or Title Company (as the Notary: (icase may be) (A) a written shareholders’ resolution approving the transfer all of the First Tranche Subject Shares, duly executed items required to be delivered by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles terms of association of the Companythis Agreement, including but not limited to, those provided for in Section 4.b; (iic) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each All of the representations and warranties of Seller contained in this deed are Agreement shall be true and correct in all material respects at as of the Effective Date and as of the Closing Date; (d) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the date of Closing; (e) Seller’s delivery of an Acceptable Tenant Estoppel Letter no later than two (2) Business Days prior to Closing; (f) Seller’s delivery of an executed amendment to the Tenant Lease which amends Section 31(J) of the Tenant Lease and Section 6 of the First Amendment to Tenant Lease to read as follows: “The terms and provisions of this Lease shall remain confidential between the parties, except as follows: (i) Landlord may record any short form of lease pursuant to Section 28 or any SNDA, (ii) Landlord and its owners may disclose this Lease and its terms to actual and potential investors, purchasers, appraisers, partners, lenders, brokers, insurers, consultants, attorneys and similar entities as required in the ordinary course of business, provided each agrees to be bound by the LEGAL02/39345998v7 terms of this Section or by similar confidentiality obligations, and (iii) Landlord and its owners may disclose this Lease and its terms as may be required by law or any exchange or securities regulations. Without Tenant’s prior written consent in each instance, Landlord shall not use Tenant’s name or logotype in any press release or advertisement pertaining to this Lease or the Tenant.” (g) Tenant shall not have (i) made a general assignment for the benefit of its creditors, (ii) admitted in writing its inability to pay its debts as they become due, (iii) filed any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or any other proceeding for the relief of debts in general, nor shall any such proceeding have been instituted by or against any tenant or any guarantor thereof. In the event any of the foregoing conditions has not been satisfied by the Closing Date, Purchaser shall have the right to either (1) waive such unsatisfied conditions and proceed to the Closing subject to the other terms and conditions of this Agreement or (2) terminate this Agreement by written notice given to Seller not later than the then-scheduled Closing Date, whereupon Title Company shall promptly refund the ▇▇▇▇▇▇▇ Money to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than any obligations under this Agreement that expressly survive the termination hereof; provided, however, that if any of the foregoing conditions has not been satisfied due to a default by Seller hereunder, then Purchaser’s rights, remedies and obligations shall instead be determined in accordance with Section 11(b) of this Agreement.

Conditions Precedent. 2.1This Amendment shall become effective upon receipt by the Agent of the following: (a) a counterpart of this Amendment duly signed where indicated below by each Lender, the Agent, the Borrower and Plains Resources Inc.; (b) a counterpart of the Instrument of Accession duly signed where indicated by the Borrower and each Lender as indicated thereon, evidencing Well▇' ▇▇cession to the Marketing Letter Agreement and certain other agreements referenced therein; (c) a promissory note (the "Well▇ ▇▇▇e") duly signed by the Borrower evidencing the Borrower's obligations to repay to Well▇ ▇▇▇ Demand Loans advanced by Well▇ ▇▇▇ any drawings under the L/C's funded by Well▇ ▇▇ form and substance of Exhibit I to the Marketing Letter Agreement; (d) a counterpart of Amendment No. The following are 4 to the conditions precedent PMCT Agreement duly signed where indicated by PMCT, each Lender and the Agent; (opschortende voorwaardene) for a legal opinion of even date herewith from the Transaction Borrower's general counsel in form and substance satisfactory in all respects to occur, which Seller the Agent and Buyer declare its counsel; (f) evidence satisfactory to the Agent that the execution and delivery of this Amendment and the Well▇ ▇▇▇e have been satisfied or waived duly authorized by all necessary corporate action and that the Borrower is validly incorporated and in good standing in all relevant jurisdictions; (g) an acknowledgment from the lenders under the Resources Credit Agreement that the terms of that certain letter agreement dated August 23, 1995 from the Agent to ING as Agent under the Resources Credit Agreement are in full force and which waiver has been accepted by Seller effect and Buyer) prior applicable to the execution of this deed: a. Buyer shall have delivered to the Notary:Marketing Letter Agreement as amended hereby; (i) (A) If you agree to and accept the foregoing amendment, please so indicate by signing a written shareholders’ resolution approving counterpart of this letter and returning it to the transfer Agent. Upon satisfaction of the First Tranche Subject Sharesconditions set forth in Section 8 hereof, duly executed by Buyerthis Amendment shall take effect as a binding agreement among us, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powers-of-attorney with respect to execution of this deed; (iii) the shareholders’ register of the Company; (iv) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) construed and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] enforceable in accordance with Article 4.2 hereofthe laws of The Commonwealth of Massachusetts. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The following are the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare have been satisfied Notwithstanding any term or waived (and which waiver has been accepted by Seller and Buyer) prior provision of this Agreement to the execution of this deed: a. Buyer contrary, Paragraphs 2, 3, 4 and 5 hereof shall have delivered to the Notarynot become effective until: (a) the Agent shall have received counterparts of this Agreement, duly executed and delivered on behalf of the Borrowers, the Agent and the Required Lenders; (b) the Agent shall have received (i) an Assignment for Security (ATrademarks), in substantially the same form as Exhibit 2 to the Security Agreement - Patents and Trademarks (Manischewitz), with respect to all of the Trademarks and Trademark applications acquired by Manischewitz in connection with the Transaction and (ii) a Pledge Agreement, in substantially the form of Exhibit A hereto, with respect to the Promissory Note, dated April 27, 2000, made payable by Keystone Food Products, Inc. and assigned to Manischewitz ; (c) the Agent shall have received a written shareholders’ resolution approving opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the transfer of Borrowers, in form and substance satisfactory to the First Tranche Subject SharesAgent and its counsel; (d) the Agent shall have received each filing, registration or recordation (including, without limitation, UCC-1 Financing Statements), duly executed by BuyerManischewitz, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A.required by law or requested by the Agent to be filed, a cooperative (coöperatie) incorporated under the Laws registered or recorded in order to create in favor of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving Agent for its own benefit and for the transfer benefit of the First Tranche Subject SharesLenders a first priority perfected security interest in the Collateral acquired in connection with the Transaction; (e) with respect to Liens, which in each case is effective if any, on the assets being acquired pursuant to the articles of association Transaction which are not permitted by Section 7.01 of the CompanyCredit Agreement, the Agent shall have received evidence, in form and substance satisfactory to it, of the termination of all such Liens; (f) the Agent shall have (i) received a certified copy of the Asset Purchase Agreement, including all amendments and schedules thereto, as well as all agreements, document and instruments executed and delivered in connection therewith (including opinions of legal counsel), (ii) duly legalized powers-of-attorney received evidence that the Asset Purchase Agreement is in full force and effect and all consents, filings and approvals required by applicable law in connection therewith shall have been obtained and made, (iii) determined that the terms and provisions of all agreements and documents in connection with respect the Transaction, including, without limitation, the Asset Purchase Agreement, are satisfactory in form and substance and shall have determined to execution its satisfaction that the consummation of this deedthe Transaction and other transactions contemplated by the Asset Purchase Agreement are in compliance with all applicable laws and regulations and (iv) received evidence satisfactory to it that no Default or Event of Default would occur as a result of the Transaction; (iiig) the shareholders’ register of the Company;Borrowers shall have paid a fee equal to $5,000 to each Lender signing this Agreement; and (ivh) and the Agent shall have received such other documents as may be customary and required under applicable Law, the Lenders or the Agent or the Agent's counsel shall reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicabledeem necessary. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The following are Prior to or concurrently with the conditions precedent (opschortende voorwaarden) execution by the Agent and the Lenders of this Amendment, and as a condition to the obligation of the Lenders to make Loans for the Transaction to occuraccount of the Company in respect of availability generated by OAGT 1997-4, which Seller OAOT 1998-A and Buyer declare have been satisfied or waived (OAOT 1998-C on and which waiver has been accepted by Seller and Buyer) prior to after the execution of this deeddate hereof: a. Buyer (a) The Company shall have delivered to the Notary:Agent all Required Information with respect to OAGT 1997-4, OAOT 1998-A and OAOT 1998-C; (b) The Company shall have delivered to the Agent copies of irrevocable payment directives from the Company to the OAGT 1997-4 spread account trustee, the OAOT 1998-A owner trustee and the OAOT 1998-C owner trustee directing such trustees to release proceeds relating to the applicable account solely to the Blocked Account; (c) The Company shall have delivered to the Agent, to be held by the Agent as a Pledged Certificate under the Pledge Agreement, the (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject SharesSpread Account Trust 1997-4 Limited Beneficial Certificate, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company; (ii) duly legalized powersthe 1998-of-attorney with respect to execution of this deed; A Residual Interest Certificate, and (iii) the shareholders’ register 1998-C Residual Interest Certificate issued to the Company in connection therewith, together with duly executed certificate assignments relating thereto, and copies of the Companyauthentication order executed by Onyx Acceptance Funding Corporation or Onyx Acceptance Financial Corporation (as applicable), if any, in connection therewith; (ivd) and such other documents as may be customary and required under applicable Law, or reasonably required by The Company shall have obtained a written agreement from Merr▇▇▇ ▇▇▇c▇ ▇▇▇suant to which Merr▇▇▇ ▇▇▇c▇ ▇▇▇ees to promptly file UCC termination statements relating to its security interest in OAGT 1997-4 following the Notaryrelease of OAGT 1997-4 from Merr▇▇▇ ▇▇▇c▇=▇ ▇esidual financing facility; b. Seller (e) The Company shall cause have delivered executed UCC amendments reflecting the written shareholders’ resolution approving the transfer addition of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(AOAGT 1997-4, OAOT 1998-A and OAOT 1998-C as Eligible Securitization Transactions; and (f) above to be duly executed by Seller, if applicable. c. Seller The Company shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and Agent such other instruments, certificates or documents as the Lenders may reasonably request, each of which shall be customary in form and required under applicable Law, substance satisfactory to the Agent and the Lenders for the purposes of implementing or reasonably required by effectuating the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as provisions of the date hereofLoan Agreement, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofamended hereby.

Conditions Precedent. 2.1Regarding the formation of the Partnership, the Agreement contemplates a series of conditions precedent, including, among others, the following: (a) That the request made by Inversiones TLC SpA dated May 21, 2024 to the Chilean Financial Market Commission that the transaction be approved at a shareholders meeting of the Company by two-thirds of the shares with right to vote has not been accepted and that no authority has issued an order preventing the Partnership from becoming effective; (b) Representations and warranties made by the parties to the Agreement are true as of the dates defined by the Agreement; (c) Absence of a Material Adverse Effect; (d) The conclusion of the indigenous communities consultation process regarding certain aspects of the CORFO-SQM Contracts, the Amendments to the CORFO-SQM Contracts and the CORFO-Tarar Contracts (each as defined below); (e) The subscription by SQM and CORFO of the amendments (the "Amendments to the CORFO-SQM Contracts") that SQM and Codelco want to introduce to the existing contracts between CORFO and the Company (the "CORFO-SQM Contracts") and that regulate the exploitation of the Salar de Atacama until the year 2030, especially with respect to the increase of the production quota by 300,000 metric of lithium carbonate equivalent (LCE). The following are Amendments to the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare CORFO-SQM Contracts have been satisfied or waived agreed to by CORFO, Codelco and SQM and can only be modified with their consent; (f) The execution by ▇▇▇▇▇▇ ▇▇▇▇▇ and which waiver has CORFO of the new contracts that will regulate the exploitation of the Salar de Atacama from 2031 to 2060 (the "CORFO-Tarar Contracts"). The CORFO-Tarar Contracts have been accepted agreed to by Seller CORFO, Codelco and BuyerSQM and can only be modified with their consent; (g) prior The approval of the Amendments to the CORFO-SQM Contracts and the CORFO-Tarar Contracts by the General Comptroller of the Republic of Chile; (h) Obtaining authorizations from the Chilean Nuclear Energy Commission (“CCHEN”) in connection with the execution of this deed: a. Buyer shall have delivered the Amendments to the Notary:CORFO-SQM Contracts and the CORFO-Tarar Contracts on terms acceptable to both parties; (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller The notification and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlandsapproval without conditions, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shareswith mitigation measures acceptable to SQM and Codelco, which by antitrust authorities in each case is effective pursuant to the articles of association of the CompanyChile and abroad; (iij) duly legalized powers-of-attorney The notification and approval without conditions, or with respect mitigation measures acceptable to execution of this deedSQM and Codelco, by foreign authorities that regulate foreign investment in those countries, if necessary; (iiik) the shareholders’ register The conclusion of the Company; (iv) internal reorganization process of SQM Salar S.A., whereby SQM contributes to SQM Salar S.A. those assets, contracts, employees and resources related to the Business that do not belong to SQM Salar S.A. as of this date, in order to concentrate in such company all assets, contracts, subsidiaries, employees and other documents as may be customary and required under applicable Law, or reasonably required by resources necessary for the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer full development of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereofBusiness; and f. Seller shall deliver to Buyer a certificate, dated as (l) The termination of the date hereof, and signed by a duly authorized signatory SEC's ongoing investigation of Seller, certifying that each of SQM on the representations and warranties of Seller contained terms defined in this deed are true and correct in all respects at and as of the date hereof.Agreement;

Conditions Precedent. 2.1. The following are amendments set forth in Section 2 hereof and the conditions precedent (opschortende voorwaarden) for releases set forth in Section 5 hereof shall become effective, as of the Transaction to occurdate hereof, which Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution of this deed: a. Buyer shall have delivered to the Notaryupon: (i) the execution and delivery of counterparts of this Amendment No. 6 by the Borrower, the Guarantors (A) a written shareholders’ resolution approving other than ▇▇▇▇ CENTCOM Services, L.L.C.), the transfer Agent and the Required Lenders (and the Borrower and each Guarantor, by its execution and delivery of the First Tranche Subject Sharesthis Amendment No. 6, duly executed by Buyer, Seller each hereby confirms and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated ratifies all of its respective obligations under the Laws of Guaranty, the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving Security Agreement and the transfer of the First Tranche Subject Shares, which in each case is effective pursuant Subordination Agreement with respect to the articles of association of the Companyamendments effected hereby); (ii) duly legalized powersthe Borrower furnishing the following to the Agent each in form and substance satisfactory to the Agent and with sufficient copies for the Lenders, where appropriate, executed by the relevant Person: (a) a copy, certified by the Secretary or Assistant Secretary of the Borrower, of its by-of-attorney laws, (b) a copy, certified by the Secretary or Assistant Secretary of the Borrower, along with respect to a certificate of good standing and existence from the Secretary of State of the State of Louisiana, of resolutions of its board of directors authorizing the execution of this deedAmendment No. 6, (c) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or managers of the Borrower authorized to sign this Amendment No. 6, upon which certificates the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower, and (d) a written opinion or opinions of counsel to the Borrower and the Guarantors, addressed to the Lenders and covering such matters as may be required by Agent, in form and substance reasonably satisfactory to the Agent; (iii) the shareholders’ register Borrower furnishing to the Agent each in form and substance satisfactory to the Agent, and with sufficient copies for the Lenders, a bring-down certificate executed by the Secretary or Assistant Secretary of each Guarantor (other than ▇▇▇▇ CENTCOM Services, L.L.C.), certifying that: (a) the organizational and operative documents of such Guarantor certified and delivered in connection with the closing of the Company;Credit Agreement on April 25, 2005, the closing of Amendment No. 2 on February 27, 2006, the closing of Amendment No. 4 on October 13, 2006 or the closing of Amendment No. 5 on January 14, 2008, as the case may be, have not been amended, rescinded or otherwise changed and remain in full force and effect, (b) the incumbency certificate of such Guarantor certified and delivered in connection with the closing of the Credit Agreement on April 25, 2005, the closing of Amendment No. 2 on February 27, 2006, the closing of Amendment No. 4 on October 13, 2006 or the closing of Amendment No. 5 on January 14, 2008, as the case may be, has not been amended, rescinded or otherwise changed, and each signatory thereto remains an Authorized Officer of such Guarantor and is authorized to sign this Amendment No. 6, (c) to the best knowledge of such Secretary or Assistant Secretary, the good standing certificates delivered by such Guarantor in connection with the closing of the Credit Agreement on April 25, 2005, the closing of Amendment No. 2 on February 27, 2006, the closing of Amendment No. 4 on October 13, 2006 or the closing of Amendment No. 5 on January 14, 2008, as the case may be, remain true, correct and complete and that such Secretary or Assistant Secretary has no knowledge to the contrary thereof and (d) that the copies of the resolutions of the respective boards of directors, members or managers or any other governing body authorizing the execution of this Amendment No. 6, as attached to such certificate, are true, correct and complete and remain in full force and effect; and (iv) and such other documents as may be customary and required under applicable Law, or reasonably required the Agent receiving evidence of the payment by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer Borrower of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver all fees payable to the Notary: (i) a duly legalized power-of-attorney Lenders that the Borrower has agreed to pay in connection with respect to execution of this deed; (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereofAmendment No. 6. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.

Conditions Precedent. 2.1. The following are ‌ 3.1 Save and except as expressly provided in Article 3, 4, Clause 2.2, Article 13, 14 and 15, the respective rights and obligations of the Parties under this Agreement shall be subject to the satisfaction in full of the conditions precedent specified in this Clause 3 (opschortende voorwaarden) for the Transaction “Conditions Precedent”). 3.2 The Conditions Precedent required to occur, which Seller and Buyer declare be satisfied by the Developer shall be deemed to have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior to fulfilled when the execution of this deed: a. Buyer Developer shall have delivered to the Notaryhave: (i) executed the Financing Documents and delivered to the ******* in 3 (Athree) true copies thereof, duly attested by a written shareholders’ resolution approving the transfer Director of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the CompanyDeveloper; (ii) duly legalized powers-of-attorney with achieved Financial Close in respect to execution of this deedthe Project; (iii) on or before achievement of Financial Close, made payment to the shareholders’ register *******of the Company;Remaining Upfront Concession Fee, by way of a bank draft drawn on a Scheduled Bank, in favour of The Executive Director, Jabalpur Smart City Ltd. (iv) delivered to the ******* from [the Consortium Members, their respective] confirmation, in original, of the correctness of representations and such other documents as may be customary warranties setforth in Article 8 hereof; and (v) delivered to the ******* a legal opinion from the legal counsel of the Developer with respect to the authority of the Developer to enter into this Agreement and required under applicable Law, or reasonably required the enforceability of the provisions thereof: Provided that upon request in writing by the Notary; b. Seller shall cause Developer, the written shareholders’ resolution approving the transfer ******* may, in exceptional circumstances and in its sole discretion, waive in writing any of the First Tranche Subject Shares referenced Conditions Precedent set forth in Article 2.1(a)(i)(A) above this Clause 3.1. 3.3 The Conditions Precedent required to be duly executed satisfied by Seller, if applicable. c. Seller the ****** shall deliver be deemed to have been fulfilled when the Notary********shall have: (i) a duly legalized power-of-attorney with respect executed the License Agreement and handed over the possession of the Land, free from all Encumbrance to execution the Developer. 3.4 On achieving the Conditions Precedent under Clause 3.2, the Developer shall issue to the ******** Representative notice of the same (“CP Satisfaction Notice”), the date of issue of the Construction Commencement Certificate being the Effective Date. 3.5 The Developer hereby agrees and undertakes that it shall achieve all of its Conditions Precedent under Clause 3.2, within one hundred and eighty (180) days from the date of this deed; Agreement and in the event of delay, it shall be entitled to a further period not exceeding 120 days, subject to payment of Damages to the Government in a sum calculated at the rate of 0.1% (iizero point one per cent) of the Performance Security for each day of delay; provided that the Damages specified herein shall be payable every week in advance and the period beyond the said 120 days shall be granted only to the extent of Damages so paid; provided further that no Damages shall be payable if such other documents delay in achieving the Conditions Precedent has occurred solely as may a result of Force Majeure. But a certificate of any government authorised agency to its effect shall be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereoffiled immediately. e. Buyer shall deliver 3.6 Termination due to Seller a certificate, dated as of failure to achieve Conditions Precedent‌ 3.6.1 Notwithstanding anything to the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contrary contained in this deed are true and correct Agreement, in all respects at and as the event that any of the date hereof; and f. Seller shall deliver to Buyer a certificateCondition Precedent under Clause 3.2, dated as is not achieved by the Developer, for any reason whatsoever, within the period set forth in Clause 3.5, all rights, privileges, claims and entitlements of the date hereofDeveloper under or arising out of this Agreement shall be deemed to have been waived by, and signed by a duly authorized signatory of Seller, certifying that each to have ceased with the concurrence of the representations Developer, and warranties of Seller contained in this deed are true and correct in all respects at and as the Concession Agreement shall be deemed to have been terminated by mutual agreement of the date hereofParties. Further, immediately upon termination of this Agreement, the Developer shall hand-over the peaceful possession of the Project Land to the ******* immediately without any delay. 3.6.2 Upon Termination under Clause 3.6.1, the Government shall be entitled to encash the Performance Security and appropriate the proceeds thereof as Damages.

Conditions Precedent. 2.1. 2.1 The following are provisions of this Agreement, other than those arising under clause 1 (Interpretation), clause 2 (Conditions Precedent), clause 3 (Termination), [clause 4 (Circular, Prospectus and Pre-Completion Obligations), clauses 5.1, 5.2 and 5.5 (Transfer and Issue of Shares), clause 14 (Confidentiality), clause 19 (Further Assurance) and clause 20 (Notices) to clause 29 (Counterparts) (inclusive)], shall be conditional upon all of the conditions precedent following: (opschortende voorwaardenA) for completion of the ATB Re-organisation; (B) the passing of the Demerger Resolution and the Related Party Transactions Resolution by GSK Shareholders at the GSK General Meeting; (C) the payment of the Final Quarterly Dividend, the Final Sweep Dividend, and the Pre-Separation Dividend; (D) approval of the Demerger Dividend by the GSK Board; (E) GSK having not terminated this Agreement prior to Completion in accordance with clause 3.1; (F) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation Transaction being in effect; (G) the Sponsors’ Agreements not having terminated in accordance with their terms; (H) approval of the Haleon Allotment Authorities by the shareholders of Haleon; (I) the FCA having acknowledged to occur, which Seller and Buyer declare have been satisfied Haleon or waived its agent (and which waiver has such acknowledgement not having been accepted by Seller and Buyerwithdrawn) prior that the application for admission of the Haleon Admission Shares to the execution of this deed: a. Buyer shall have delivered to the NotaryOfficial List with a premium listing: (i) (A) a written shareholders’ resolution approving the transfer of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company;has been approved; and (ii) will become effective as soon as a dealing notice has been issued by the FCA and any Listing Conditions have been satisfied; (J) the London Stock Exchange having acknowledged to Haleon or its agent (and such acknowledgement not having been withdrawn) that the Haleon Admission Shares will be admitted to trading on its main market for listed securities; (K) the registration statement on Form 20-F filed by Haleon with the SEC to effect the registration of the American depositary receipts underlying the Haleon ADR Programme under the Exchange Act having been declared effective by the SEC and no stop order suspending its effectiveness being in effect, and no proceedings for such purpose being pending before or threatened by the SEC; (L) the American depositary receipts underlying the Haleon ADR Programme having been approved for listing on the New York Stock Exchange, subject only to official notice of issuance; and (M) the Exchange Agreements having been duly legalized powers-of-attorney executed, continuing to bind all parties thereto and having become unconditional in all respects (save for any condition relating to Completion or this Agreement being unconditional) such that the Share Exchanges shall be capable of occurring, subject only to due performance of the relevant agreement(s) under the Exchange Agreements, and all parties thereto shall stand ready to perform such agreements and complete the Share Exchanges, no later than 23:59 on Sunday [•] [July] [2022]. 2.2 Subject to clause 2.3, each of GSK and Haleon shall use all reasonable endeavours to ensure fulfilment of the Conditions Precedent, none of which may be waived by either GSK or Haleon. If the Conditions Precedent are not satisfied by [•] a.m./p.m. on [•] 2022 (or such other time and/or date as GSK may determine), this Agreement shall automatically terminate and neither GSK nor Haleon shall have any claim of any nature whatsoever against the other under this Agreement, save in respect of any rights and liability set forth in the Cosmos SHA. 2.3 Each of GSK and Haleon undertakes to the other to disclose anything which will or may prevent or delay any of the Conditions Precedent from being satisfied immediately after it comes to the notice of that Party. 2.4 The Parties agree and acknowledge that nothing in this Agreement shall: (A) prevent or inhibit compliance with the Cosmos SHA to any extent; or (B) derogate from or qualify to any extent any party’s rights or obligations pursuant to the Cosmos SHA. 2.5 The Parties agree and acknowledge that they shall comply in all respects with the Cosmos SHA and shall procure such compliance by the members of their respective Groups. The Parties further agree and acknowledge that compliance with the Cosmos SHA by GSK, the members of the GSK Group, Haleon and the members of the Consumer Healthcare Group is permitted and the Parties hereby consent in all respects to such compliance with the Cosmos SHA. For the avoidance of doubt, the Parties agree and acknowledge that this Agreement, and any third party rights Pfizer has with respect to execution this Agreement, is without prejudice to GSK’s and Pfizer’s rights under the Cosmos SHA, the Cosmos SCA, the SCA Side Letter, the Treasury Side Letter and the obligations of Pfizer, GSK and the members of the Pfizer Group and the GSK Group pursuant to the terms of the Cosmos SHA, the Cosmos SCA, the SCA Side Letter and the Treasury Side Letter. 2.6 Notwithstanding anything to the contrary in this deed; Agreement or the Cosmos SHA, the Cosmos SCA or the Treasury Side Letter, the Parties agree and acknowledge that in connection with the Demerger, and in accordance with and subject to the SCA Side Letter, (iii1) the shareholders’ register issuance to Pfizer of the Company; (iv) Haleon NVPS pursuant to the Pfizer Share Exchange and such other documents as may be customary and required under applicable Law, the sale or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer disposition of the First Tranche Subject Shares referenced Haleon NVPS by Pfizer immediately thereafter and (2) the distribution referred to in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deed; limb (ii) and such other documents as may be customary and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, definition of ATB Re-organisation shall be expressly permitted for all purposes hereunder and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofthereunder.

Conditions Precedent. 2.1. The following are 5.1 For each Engine, the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which obligations of Seller and Buyer declare have been satisfied or waived (and which waiver has been accepted by Seller and Buyer) prior under Section 4 above shall be subject to the execution prior fulfillment of this deedthe following conditions: a. (a) WLFC shall have made satisfactory arrangements with Seller for payment of the Purchase Price for such Engine in accordance with Section 3.2; (b) Buyer shall have delivered to Seller a copy of the NotaryGTA and an Engine Lease, each executed by Buyer; Purchase Agreement (c) Buyer shall have delivered to Seller a copy of an Engine Warranty Assignment executed by Buyer; (d) Buyer shall have delivered to Seller a copy of a Letter of Quiet Enjoyment executed by WLFC and, upon the reasonable request of Seller, shall have obtained assurances substantively equivalent to that contained in the Letter of Quiet Enjoyment from Mortgagee; (e) WLFC shall have delivered to Seller a legal opinion in form and substance acceptable to Seller, and other documents mutually agreed upon by Buyer and Seller as are reasonable and customary for transactions of the kind contemplated herein; (f) all governmental and third party approvals necessary for execution and delivery of this Agreement and for the consummation of the transactions contemplated hereby will have been received and be in full force and effect; and (g) Seller shall be reasonably satisfied that the initial capital investments under the Investment Agreement and the other Transaction Documents (as defined in the Investment Agreement) will proceed substantially concurrently with, or within a reasonable period of time after, the sale and purchase of such Engine pursuant hereto. 5.2 For each Engine, the obligations of Buyer under Sections 3 and 4 above shall be subject to the prior fulfillment of the following conditions: (ia) (A) a written shareholders’ resolution approving Seller shall have delivered to Buyer all operating, repair and maintenance records pertaining to such Engine including, but not limited to, traceability back to birth for all life-limited parts and those expressly and reasonably requested by Buyer from Seller, and Buyer shall be reasonably satisfied with the transfer condition of the First Tranche Subject Shares, duly executed by Buyer, Seller and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Companysuch records; (iib) duly legalized powers-of-attorney Seller shall have delivered to Buyer a copy of the GTA and an Engine Lease, each executed by Seller; (c) Seller shall have delivered to Buyer a copy of an Engine Warranty Assignment executed by Buyer and (with respect to execution of this deedthe Consent and Agreement forming a part thereof) Engine Manufacturer; (iiid) the shareholders’ register of the Company; (iv) Seller shall have delivered to Buyer a legal opinion in form and substance acceptable to Buyer and Mortgagee, and such other documents requested by Buyer as may be are reasonable and customary and required under applicable Lawfor transactions of the kind contemplated, or reasonably required by herein and in the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution of this deedLease; (iie) and such other documents as may be customary and required under applicable Law, or reasonably required by Engine shall not have suffered any material (in the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer reasonable judgment of Buyer, certifying it being agreed that each any damage requiring repair costs in excess of [CONFIDENTIAL TREATMENT REQUESTED] shall be deemed material) damage (ordinary use, wear and tear excepted) after the date hereof which continues unremedied at the time of delivery hereunder (it being understood and agreed that even if Buyer accepts an Engine despite the existence of any damage, Seller, as lessee under the Lease, shall be obligated to repair such damage); (f) Buyer shall have received evidence that such Engine is free and clear of liens, other than Permitted Liens; (g) all governmental and third party approvals necessary for execution and delivery of this Agreement and for the consummation of the representations transactions contemplated hereby will have been received and warranties of Buyer contained be in this deed are true full force and correct in all respects at and as of the date hereofeffect; and f. Seller (h) Buyer shall deliver to Buyer be reasonably satisfied that the initial capital investments under the Investment Agreement and the other Transaction Documents (as defined in the Investment Agreement) will proceed substantially concurrently with, or within a certificatereasonable period of time after, dated as the sale and purchase of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereofsuch Engine pursuant hereto.

Conditions Precedent. 2.1. The following are None of the Waivers nor the Amendments shall become effective unless the conditions precedent (opschortende voorwaarden) for the Transaction to occur, which Seller and Buyer declare set forth in this Section 4.1 have been satisfied satisfied, fulfilled or waived (and which waiver has been accepted by Seller and Buyer) prior otherwise met to the execution satisfaction of this deed:all of the Secured Parties and the Agent confirms in writing to the Borrower and provides a copy to the Secured Parties (the “Effective Notice”): a. Buyer 4.1.1 the Agent shall have delivered received each of the following in form and substance satisfactory to the NotarySecured Parties (in original, or, at the Agent’s discretion, pdf or other copy): (a) this Agreement duly executed by each party hereto; (b) a guarantee and security confirmation duly executed by each Obligor party thereto; (c) an amending agreement with respect to the BDC Intercreditor Agreement duly executed by each party thereto; (d) an amending agreement with respect to the SJIF Intercreditor Agreement duly executed by each party thereto; (e) an amending agreement with respect to the subordination agreement dated May 12, 2015, as amended by an amending agreement dated as of August 9, 2016, among BioAmber, the Borrower and the Agent duly executed by each party thereto; (f) an amending agreement with respect to the subordination agreement dated May 12, 2015 among Mitsui, the Borrower and the Agent duly executed by each party thereto; (g) a certificate of an officer of the Borrower with respect to and attaching true and complete copies of the following documents: (i) (A) a written shareholders’ resolution approving amending agreement dated on or about the transfer of date hereof between the First Tranche Subject Shares, duly executed by Buyer, Seller Borrower and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant BDC with respect to the articles of association of the CompanyBDC Loan Agreement; (ii) duly legalized powers-of-attorney amending agreement #4 dated March 6, 2015 between the PI Lender and the Borrower with respect to execution of this deedthe PI Contribution Agreement; (iii) the shareholders’ register of the CompanyPI Amending Agreement #5; (iv) amending agreement dated on or about the date hereof between the Borrower and such other documents as may be customary and required under applicable Law, or reasonably required by the NotaryAIP Lender with respect to the AIP Loan Agreement; b. Seller shall cause (v) letter amending agreement dated May 12, 2016 between the written shareholders’ resolution approving SJIF Lender and the transfer of Borrower relating to the First Tranche Subject Shares referenced in Article 2.1(a)(i)(ASJIF Loan Agreement; (vi) above to be duly executed by Seller, if applicablethe Mitsui Share Purchase Agreement; (vii) the Mitsui Indemnity Agreement; (viii) the Mitsui Security Agreement; and (ix) the Mitsui Mutual Release. c. Seller shall deliver to the Notary: (h) a Certificate of each Obligor (i) a duly legalized power-of-attorney with respect attaching true copies of (A) such Obligor’s Constitutional Documents and (B) documents evidencing all necessary internal corporate and/or other management action taken by such Obligor to execution authorize the execution, delivery and performance by it of this deed; Agreement and each agreement and document contemplated herein to which it is a party and the consummation of the transactions contemplated thereby and (ii) certifying (A) as to incumbency and such other documents as may be customary and required under applicable Law, or reasonably required by true signatures of its Responsible Officers signatory to the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereof. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.Loan Documents,

Conditions Precedent. 2.1This Amendment will not become effective until the date on which each of the following conditions is satisfied: (a) The Borrower shall have executed and delivered to the Administrative Agent the Promissory Notes attached hereto as Exhibit A (the "Amendment Notes"). These Amendment Notes, to the extent that they are for the benefit of Lenders other than SunTrust and Key Bank, are issued in substitution for and replacement of, but not repayment of (i) those certain Amended and Restated Promissory Notes, dated as of June 28, 2013, issued by the Borrower in favor of those Lenders in connection with the Second Amendment, and (ii) that Promissory Note, dated as of June 28, 2013, issued by the Borrower in favor of Texas Capital Bank, N.A. in connection with the Second Amendment. The following are Amendment Notes shall constitute a "Note" as defined and described in the conditions precedent Credit Agreement. From and after the date hereof, all references in the Credit Agreement and in all other Loan Documents to the "Notes" shall be deemed to be references to the Amendment Notes. (opschortende voorwaardenb) for The Administrative Agent shall have received counterparts of this Amendment from the Transaction to occur, which Seller Borrower and Buyer declare each of the Lenders. (c) The Administrative Agent shall have been satisfied received all fees and other amounts due and payable on or waived (and which waiver has been accepted by Seller and Buyer) prior to the execution effective date of this deed:Amendment. a. Buyer (d) The Administrative Agent shall have delivered received title information satisfactory to it on at least 80% (by NPV) of the total Proved Reserves attributable to the Notary:Oil and Gas Properties evaluated in such Reserve Report, with such 80% first being satisfied from Proved Developed Producing Reserves, next from Proved Developed Nonproducing Reserves and thereafter from Proved Undeveloped Reserves. (ie) The Administrative Agent shall have received information and evidence satisfactory to it that the Mortgaged Properties represent at least 80% (Aby NPV) a written shareholders’ resolution approving the transfer of the First Tranche Subject SharesOil and Gas Properties evaluated in the most recently completed Reserve Report, duly executed by Buyerwith such 80% first being satisfied from Proved Developed Producing, Seller next from Proved Developed Nonproducing Reserves and Oil & Gas Technology Consultants (Netherlands) Coöperatie U.A., a cooperative (coöperatie) incorporated under the Laws of the Netherlands, or (B) duly adopted minutes of a duly convened shareholder’s meeting approving the transfer of the First Tranche Subject Shares, which in each case is effective pursuant to the articles of association of the Company;thereafter from Proved Undeveloped Reserves. (iif) duly legalized powers-of-attorney with respect to execution No Default or Event of this deed;Default shall have occurred that is continuing. (iiig) the shareholders’ register of the Company; (iv) and The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may be customary reasonably request. The Administrative Agent shall notify the Borrower and required under applicable Law, or reasonably required by the Notary; b. Seller shall cause the written shareholders’ resolution approving the transfer Lenders of the First Tranche Subject Shares referenced in Article 2.1(a)(i)(A) above to be duly executed by Seller, if applicable. c. Seller shall deliver to the Notary: (i) a duly legalized power-of-attorney with respect to execution effectiveness of this deed; (ii) Amendment, and such other documents as may notice shall be customary conclusive and required under applicable Law, or reasonably required by the Notary; d. Buyer shall transfer the [Purchase Price][Initial Purchase Price] in accordance with Article 4.2 hereofbinding. e. Buyer shall deliver to Seller a certificate, dated as of the date hereof, and signed by an executive officer of Buyer, certifying that each of the representations and warranties of Buyer contained in this deed are true and correct in all respects at and as of the date hereof; and f. Seller shall deliver to Buyer a certificate, dated as of the date hereof, and signed by a duly authorized signatory of Seller, certifying that each of the representations and warranties of Seller contained in this deed are true and correct in all respects at and as of the date hereof.