--- VIASPACE Inc. 382 N. Lemon Ave., Suite364 Walnut, CA 91789 Attn:Chief Executive Officer Fax: (888) 965-9407 if to the Lender, to: Kevin L. Schewe, MD

- - - VIASPACE Inc . 382 N . Lemon Ave . , Suite364 Walnut , CA 91789 Attn : Chief Executive Officer Fax : ( 888 ) 965-9407 if to the Lender , to : Kevin L . Schewe , MD


| | | (720) 420-3301 | Either party hereto may change the above specified recipient or mailing address by notice to the other party given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by facsimile, provided that any such facsimile is received during regular business hours at the recipients location) or on the day shown on the return receipt (if delivered by mail or delivery service).

| | | ( 720 ) 420-3301 | Either party hereto may change the above specified recipient or mailing address by notice to the other party given in the manner herein prescribed . All notices shall be deemed given on the day when actually delivered as provided above ( if delivered personally or by facsimile , provided that any such facsimile is received during regular business hours at the recipients location ) or on the day shown on the return receipt ( if delivered by mail or delivery service ) .


6.4 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California .

6 . 4 Governing Law . This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice of law or conflict of law provision or rule ( whether of the State of California or any other jurisdiction ) that would cause the application of the laws of any jurisdiction other than the State of California .


PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $200.00. Other than Borrowers obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrowers obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked paid in full, without recourse, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lenders rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes payment in full of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ZB, N.A. dba California Bank & Trust; 11622 El Camino Real, 2nd Floor; San Diego, CA 92130.

PREPAYMENT ; MINIMUM INTEREST CHARGE . In any event , even upon full prepayment of this Note , Borrower understands that Lender is entitled to a minimum interest charge of $ 200 . 00 . Other than Borrowers obligation to pay any minimum interest charge , Borrower may pay without penalty all or a portion of the amount owed earlier than it is due . Early payments will not , unless agreed to by Lender in writing , relieve Borrower of Borrowers obligation to continue to make payments of accrued unpaid interest . Rather , early payments will reduce the principal balance due . Borrower agrees not to send Lender payments marked paid in full , without recourse , or similar language . If Borrower sends such a payment , Lender may accept it without losing any of Lenders rights under this Note , and Borrower will remain obligated to pay any further amount owed to Lender . All written communications concerning disputed amounts , including any check or other payment instrument that indicates that the payment constitutes payment in full of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to : ZB , N . A . dba California Bank & amp ; Trust ; 11622 El Camino Real , 2nd Floor ; San Diego , CA 92130 .


GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California .

GOVERNING LAW . This Note will be governed by federal law applicable to Lender and , to the extent not preempted by federal law , the laws of the State of California without regard to its conflicts of law provisions . This Note has been accepted by Lender in the State of California .


NOTICE OF FINAL AGREEMENT. BY SIGNING THIS DOCUMENT THE UNDERSIGNED REPRESENTS AND AGREES THAT; (A) THIS AND THE RELATED DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, (C) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

NOTICE OF FINAL AGREEMENT . BY SIGNING THIS DOCUMENT THE UNDERSIGNED REPRESENTS AND AGREES THAT ; ( A ) THIS AND THE RELATED DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES , ( B ) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES , ( C ) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR , CONTEMPORANEOUS , OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES .


PROHIBITED DRUG LAW ACTIVITIES. Notwithstanding any other provision herein or in any other document, agreement or instrument relating to the loan evidenced hereby or other financial accommodations extended by Lender to Borrower (collectively, the Loan) or guaranty thereof, whether now existing or hereafter arising (collectively, the Loan Documents), regarding the use, occupancy or leasing of all or any portion of real property owned, occupied or used by Borrower (collectively, the Premises) and without limiting the generality of any of the negative covenants of Borrower herein, Borrower shall not use or occupy, or permit the use or occupancy of, the Premises (or any portion thereof), or enter into any lease, license, sublease, occupancy agreement or other agreement (collectively, Lease) involving or providing for the use or occupancy of the Premises (or any portion thereof), in any manner that would be a violation of any federal, state or local law relating to the use, sale, possession, cultivation or distribution of any controlled substances, including without limitation any activity (whether for commercial or personal purposes) regulated under the Compassionate Use Act of 1996 or any other California law relating to the medicinal use or distribution of marijuana (collectively, Prohibited Drug Law Activities) or entering into a Lease with any Person engaged or intending to engage in any Prohibited Drug Law Activities.

PROHIBITED DRUG LAW ACTIVITIES . Notwithstanding any other provision herein or in any other document , agreement or instrument relating to the loan evidenced hereby or other financial accommodations extended by Lender to Borrower ( collectively , the Loan ) or guaranty thereof , whether now existing or hereafter arising ( collectively , the Loan Documents ) , regarding the use , occupancy or leasing of all or any portion of real property owned , occupied or used by Borrower ( collectively , the Premises ) and without limiting the generality of any of the negative covenants of Borrower herein , Borrower shall not use or occupy , or permit the use or occupancy of , the Premises ( or any portion thereof ) , or enter into any lease , license , sublease , occupancy agreement or other agreement ( collectively , Lease ) involving or providing for the use or occupancy of the Premises ( or any portion thereof ) , in any manner that would be a violation of any federal , state or local law relating to the use , sale , possession , cultivation or distribution of any controlled substances , including without limitation any activity ( whether for commercial or personal purposes ) regulated under the Compassionate Use Act of 1996 or any other California law relating to the medicinal use or distribution of marijuana ( collectively , Prohibited Drug Law Activities ) or entering into a Lease with any Person engaged or intending to engage in any Prohibited Drug Law Activities .


ADDENDUM TO PROMISSORY NOTE


This Addendum to Promissory Note ("Addendum") is dated as of January10, 2017 by and between Collectors Universe, Inc. , a Delaware corporation ("Borrower"), and ZB, N.A., dba California Bank & Trust ("Lender"), with reference to the following:

This Addendum to Promissory Note ( " Addendum " ) is dated as of January10 , 2017 by and between Collectors Universe , Inc . , a Delaware corporation ( " Borrower " ) , and ZB , N . A . , dba California Bank & amp ; Trust ( " Lender " ) , with reference to the following :


COLLECTORS UNIVERSE, INC.,< br/>

COLLECTORS UNIVERSE , INC . , & lt ; br / & gt ;


(this "Agreement") dated this 26th day of September 2016

( this " Agreement " ) dated this 26th day of September 2016


Hui Ping Liu , Chief executive officer and President of Arcom


The Lender promises to loan $40,000 to the Borrower and the Borrower promises to repay tins principal amount to the Lender, with no interest payable on the unpaid.

The Lender promises to loan $ 40 , 000 to the Borrower and the Borrower promises to repay tins principal amount to the Lender , with no interest payable on the unpaid .


the parties have duly affixed their signatures on this 26th day of September 2016 .


PROMISSORY NOTE --- | $14,000,000.00


: GOVERNING LAW; WAIVER OF JURY TRIAL; JURISDICTION IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN

: GOVERNING LAW ; WAIVER OF JURY TRIAL ; JURISDICTION IN ALL RESPECTS , INCLUDING , WITHOUT LIMITING THE GENERALITY OF THE FOREGOING , MATTERS OF CONSTRUCTION , VALIDITY AND PERFORMANCE , THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN


: OREGON STATUTORY WARNING UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY A LENDER CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S PRINCIPAL RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY LENDER TO BE ENFORCEABLE.

: OREGON STATUTORY WARNING UNDER OREGON LAW , MOST AGREEMENTS , PROMISES AND COMMITMENTS MADE BY A LENDER CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL , FAMILY , OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER ' S PRINCIPAL RESIDENCE MUST BE IN WRITING , EXPRESS CONSIDERATION , AND BE SIGNED BY LENDER TO BE ENFORCEABLE .


THIS LOAN AGREEMENT (Agreement) is made as of February 15, 2017 , by and between WSI INDUSTRIES, INC. , a Minnesota corporation (Borrower), and TRADITION CAPITAL BANK , a Minnesota banking corporation (Lender).

THIS LOAN AGREEMENT ( Agreement ) is made as of February 15 , 2017 , by and between WSI INDUSTRIES , INC . , a Minnesota corporation ( Borrower ) , and TRADITION CAPITAL BANK , a Minnesota banking corporation ( Lender ) .


A. The Borrower has requested from the Lender an extension of credit in the form of a term loan in the amount of Three Million Seven Hundred Thousand and 00/100 Dollars ( $3,700,000.00 ) (the Loan), the proceeds are to be used by Borrower to refinance existing debt on certain property located at 213 Chelsea Road, City of Monticello, County of Wright, State of Minnesota (the Property).

A . The Borrower has requested from the Lender an extension of credit in the form of a term loan in the amount of Three Million Seven Hundred Thousand and 00 / 100 Dollars ( $ 3 , 700 , 000 . 00 ) ( the Loan ) , the proceeds are to be used by Borrower to refinance existing debt on certain property located at 213 Chelsea Road , City of Monticello , County of Wright , State of Minnesota ( the Property ) .


| 6.2. | Lenders Right on Default. Upon the occurrence of an Event of Default, Lender may, at its option and without notice: (a) refuse to advance against the Note; (b) accelerate amounts outstanding on the Note and demand their immediate payment in full without presentment or other demand, protest, notice of dishonor or any other notice of any kind, all of which are expressly waived; (c) foreclose its lien on the Property pursuant to the Mortgage; (d) seek appointment of a receiver; and (e) take such other actions as may otherwise be available in equity or at law. All remedies of the Lender shall be cumulative. ---|---|--- | | | 7. | Miscellaneous. | | | 7.1. | Binding Effect. The parties hereto agree that this Agreement shall be binding upon and inure to the benefit of their respective successors in interest and assigns including any holder of the Note, provided, however, that Borrower may not assign or transfer its interest hereunder without the prior written consent of the Lender. | | | 7.2. | Governing Law. This Agreement and the rights and obligations of the parties hereunder and under the Note, as applicable, and any other Loan Documents, shall be construed in accordance with and governed by the laws of the State of Minnesota . Borrower hereby consents to the jurisdiction of the courts of the State of Minnesota for any actions brought hereon or on the Note, as applicable. | | | 7.3. | Notices. Any notices required or contemplated hereunder shall be effective upon two (2) business days after placing thereof in the United States mail, certified mail and with return receipt requested, postage prepaid, and addressed as follows:

| 6 . 2 . | Lenders Right on Default . Upon the occurrence of an Event of Default , Lender may , at its option and without notice : ( a ) refuse to advance against the Note ; ( b ) accelerate amounts outstanding on the Note and demand their immediate payment in full without presentment or other demand , protest , notice of dishonor or any other notice of any kind , all of which are expressly waived ; ( c ) foreclose its lien on the Property pursuant to the Mortgage ; ( d ) seek appointment of a receiver ; and ( e ) take such other actions as may otherwise be available in equity or at law . All remedies of the Lender shall be cumulative . - - - | - - - | - - - | | | 7 . | Miscellaneous . | | | 7 . 1 . | Binding Effect . The parties hereto agree that this Agreement shall be binding upon and inure to the benefit of their respective successors in interest and assigns including any holder of the Note , provided , however , that Borrower may not assign or transfer its interest hereunder without the prior written consent of the Lender . | | | 7 . 2 . | Governing Law . This Agreement and the rights and obligations of the parties hereunder and under the Note , as applicable , and any other Loan Documents , shall be construed in accordance with and governed by the laws of the State of Minnesota . Borrower hereby consents to the jurisdiction of the courts of the State of Minnesota for any actions brought hereon or on the Note , as applicable . | | | 7 . 3 . | Notices . Any notices required or contemplated hereunder shall be effective upon two ( 2 ) business days after placing thereof in the United States mail , certified mail and with return receipt requested , postage prepaid , and addressed as follows :


| If to Borrower: | WSI Industries, Inc. ---|---|--- | | 213 Chelsea Road | | Monticello, MN 55362 | | Attn: Paul Sheely | | | If to Lender: | Tradition Capital Bank | | 7601 France Avenue South, Suite 140 | | Edina, MN 55435 | | Attn: Natalia Armitage

| If to Borrower : | WSI Industries , Inc . - - - | - - - | - - - | | 213 Chelsea Road | | Monticello , MN 55362 | | Attn : Paul Sheely | | | If to Lender : | Tradition Capital Bank | | 7601 France Avenue South , Suite 140 | | Edina , MN 55435 | | Attn : Natalia Armitage


| With a copy to: | Messerli & Kramer P.A. ---|---|--- | | 1400 Fifth Street Towers | | 100 South Fifth Street | | Minneapolis, Minnesota 55402 | | Attn: Michelle R. Jester, Esq.

| With a copy to : | Messerli & amp ; Kramer P . A . - - - | - - - | - - - | | 1400 Fifth Street Towers | | 100 South Fifth Street | | Minneapolis , Minnesota 55402 | | Attn : Michelle R . Jester , Esq .


Executed in Minneapolis, Minnesota, as of the year and day first above written.

Executed in Minneapolis , Minnesota , as of the year and day first above written .


| BORROWER: ---|--- | | WSI INDUSTRIES, INC. , | a Minnesota corporation | | | By: | /s/ Paul D. Sheely | | Paul D. Sheely | Its: | Chief Financial Officer

| BORROWER : - - - | - - - | | WSI INDUSTRIES , INC . , | a Minnesota corporation | | | By : | / s / Paul D . Sheely | | Paul D . Sheely | Its : | Chief Financial Officer


Pursuant to that certain Loan Agreement dated February 15, 2017 , by and between the WSI INDUSTRIES, INC. , a Minnesota corporation (Borrower) and Lender, and any amendments thereto and extensions thereof (Loan Agreement), the undersigned hereby:

Pursuant to that certain Loan Agreement dated February 15 , 2017 , by and between the WSI INDUSTRIES , INC . , a Minnesota corporation ( Borrower ) and Lender , and any amendments thereto and extensions thereof ( Loan Agreement ) , the undersigned hereby :


LOAN AND SECURITY AGREEMENT


WHEREAS, PFG and Borrower entered into that certain Forbearance under Loan and Security Agreement dated as of September 9, 2016, pursuant to which PFG agreed to forbear from exercising remedies under the Loan Agreement due to Borrower's "Specified Defaults" as defined therein until the earlier to occur of October 31, 2016 and certain therein-specified Termination Events (the "Original Forbearance");

WHEREAS , PFG and Borrower entered into that certain Forbearance under Loan and Security Agreement dated as of September 9 , 2016 , pursuant to which PFG agreed to forbear from exercising remedies under the Loan Agreement due to Borrower ' s " Specified Defaults " as defined therein until the earlier to occur of October 31 , 2016 and certain therein-specified Termination Events ( the " Original Forbearance " ) ;


Borrower: ActiveCare, Inc . a Delaware corporation

Borrower : ActiveCare , Inc . a Delaware corporation


This Schedule 3 forms an integral part of the Loan and Security Agreement between PARTNERS FOR GROWTH IV, L.P. and the above-borrower, as amended by Modification No. 1 to Loan and Security Agreement (the "Modification") dated the Modification Date. The "Schedule 3" Loan means the Loan reflected in this Schedule 3.

This Schedule 3 forms an integral part of the Loan and Security Agreement between PARTNERS FOR GROWTH IV , L . P . and the above-borrower , as amended by Modification No . 1 to Loan and Security Agreement ( the " Modification " ) dated the Modification Date . The " Schedule 3 " Loan means the Loan reflected in this Schedule 3 .


7. BORROWER INFORMATION :


dated as of [], 2017


THIS TERM LOAN AGREEMENT (this Agreement) is made and entered into as of [], 2017 , by and among [ COWEN GROUP, INC. ], a Delaware corporation (the Borrower), [ Crane Entity ] (together with its Lender Affiliates and Approved Funds that may become Lenders after the date hereof, the Initial Lender), the other several lenders from time to time party hereto (together with the Initial Lender, the Lenders), and [ ], in its capacity as administrative agent for the Lenders (the Administrative Agent).

THIS TERM LOAN AGREEMENT ( this Agreement ) is made and entered into as of [ ] , 2017 , by and among [ COWEN GROUP , INC . ] , a Delaware corporation ( the Borrower ) , [ Crane Entity ] ( together with its Lender Affiliates and Approved Funds that may become Lenders after the date hereof , the Initial Lender ) , the other several lenders from time to time party hereto ( together with the Initial Lender , the Lenders ) , and [ ] , in its capacity as administrative agent for the Lenders ( the Administrative Agent ) .


WHEREAS, the Borrower has requested that the Lenders extend credit in the form of term Loans (each capitalized term used in this recital shall have the meanings set forth in Article I below) on the Closing Date, in an aggregate principal amount of $175,000,000 . The proceeds of the Loans may be used for one or more of the following purposes on or after the Closing Date: (a) paying fees, expenses and other related transaction costs in connection with the Common Stock Investment and the entry into this Agreement, (b) funding, all or in part, acquisitions and other strategic transactions and/or (c) making investments in the business of the Borrower and its Subsidiaries.

WHEREAS , the Borrower has requested that the Lenders extend credit in the form of term Loans ( each capitalized term used in this recital shall have the meanings set forth in Article I below ) on the Closing Date , in an aggregate principal amount of $ 175 , 000 , 000 . The proceeds of the Loans may be used for one or more of the following purposes on or after the Closing Date : ( a ) paying fees , expenses and other related transaction costs in connection with the Common Stock Investment and the entry into this Agreement , ( b ) funding , all or in part , acquisitions and other strategic transactions and / or ( c ) making investments in the business of the Borrower and its Subsidiaries .


Bail-In Legislation shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/ EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

Bail-In Legislation shall mean , with respect to any EEA Member Country implementing Article 55 of Directive 2014 / 59 / EU of the European Parliament and of the Council of the European Union , the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule .


Common Stock Purchase Agreement shall mean the Stock Purchase Agreement, dated as of March 29, 2017 , among Shanghai Huaxin Group (HongKong) Limited and the Borrower.

Common Stock Purchase Agreement shall mean the Stock Purchase Agreement , dated as of March 29 , 2017 , among Shanghai Huaxin Group ( HongKong ) Limited and the Borrower .


ERISA shall mean the Employee Retirement Income Security Act of 1974 , as amended and in effect from time to time, and any successor statute thereto and the regulations promulgated and rulings issued thereunder.

ERISA shall mean the Employee Retirement Income Security Act of 1974 , as amended and in effect from time to time , and any successor statute thereto and the regulations promulgated and rulings issued thereunder .


OSHA shall mean the Occupational Safety and Health Act of 1970 , as amended and in effect from time to time, and any successor statute thereto.

OSHA shall mean the Occupational Safety and Health Act of 1970 , as amended and in effect from time to time , and any successor statute thereto .


Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 , as amended and in effect from time to time.

Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 , as amended and in effect from time to time .


Restricted Investment shall mean an Investment by the Borrower or a Restricted Subsidiary in any Unrestricted Subsidiary or joint venture, other than an Investment that (a) is owned directly by the Borrower or a Guarantor (or, in the case of an Investment in a Person other than a Leveraged Finance Subsidiary, a Restricted Subsidiary), (b) such Investment is not subject to a pledge by the Borrower or a Restricted Subsidiary in favor of any Person (other than pledges to secure the Obligations and Permitted Encumbrances described in clauses (a) and (e) and, except in the case of an Investment in a Leveraged Finance Subsidiary, Liens permitted under Section 6.2(a), (c), (e) or (i)), and (c) there exists no contract or other agreement restricting the pledge by the Borrower or such Restricted Subsidiary of such Investment to secure the Obligations (or requiring the Borrower or such Restricted Subsidiary to obtain consent prior to such pledge), except in the case of a Lien permitted pursuant to the preceding clause (b).

Restricted Investment shall mean an Investment by the Borrower or a Restricted Subsidiary in any Unrestricted Subsidiary or joint venture , other than an Investment that ( a ) is owned directly by the Borrower or a Guarantor ( or , in the case of an Investment in a Person other than a Leveraged Finance Subsidiary , a Restricted Subsidiary ) , ( b ) such Investment is not subject to a pledge by the Borrower or a Restricted Subsidiary in favor of any Person ( other than pledges to secure the Obligations and Permitted Encumbrances described in clauses ( a ) and ( e ) and , except in the case of an Investment in a Leveraged Finance Subsidiary , Liens permitted under Section 6 . 2 ( a ) , ( c ) , ( e ) or ( i ) ) , and ( c ) there exists no contract or other agreement restricting the pledge by the Borrower or such Restricted Subsidiary of such Investment to secure the Obligations ( or requiring the Borrower or such Restricted Subsidiary to obtain consent prior to such pledge ) , except in the case of a Lien permitted pursuant to the preceding clause ( b ) .


(xi) with respect to Indebtedness not permitted to be outstanding pursuant to Section 6.1 or Liens not permitted to be outstanding pursuant to Section 6.2, copies of duly executed payoff letters, in form and substance reasonably satisfactory to the Lenders, executed by each of the existing lenders or the administrative agent thereof, together with (a) UCC-3 or other appropriate termination statements, in form and substance reasonably satisfactory to the Lenders, releasing all liens of the existing lenders upon any of the personal property of the Borrower and its Restricted Subsidiaries, (b) cancellations and releases, in form and substance reasonably satisfactory to the Lenders, releasing all liens of the existing lenders upon any of the real property of the Borrower and its Restricted Subsidiaries, and (c) any other releases, terminations or other documents reasonably required by the Lenders to evidence the payoff of Indebtedness owed to the existing lenders.

( xi ) with respect to Indebtedness not permitted to be outstanding pursuant to Section 6 . 1 or Liens not permitted to be outstanding pursuant to Section 6 . 2 , copies of duly executed payoff letters , in form and substance reasonably satisfactory to the Lenders , executed by each of the existing lenders or the administrative agent thereof , together with ( a ) UCC-3 or other appropriate termination statements , in form and substance reasonably satisfactory to the Lenders , releasing all liens of the existing lenders upon any of the personal property of the Borrower and its Restricted Subsidiaries , ( b ) cancellations and releases , in form and substance reasonably satisfactory to the Lenders , releasing all liens of the existing lenders upon any of the real property of the Borrower and its Restricted Subsidiaries , and ( c ) any other releases , terminations or other documents reasonably required by the Lenders to evidence the payoff of Indebtedness owed to the existing lenders .


Section 4.11 Patriot Act. Neither any Loan Party nor any of its Restricted Subsidiaries is an enemy or an ally of the enemy within the meaning of Section 2 of the Trading with the Enemy Act or any enabling legislation or executive order relating thereto. Neither any Loan Party nor any of its Restricted Subsidiaries is in violation in any material respect of (a) the Trading with the Enemy Act, ( b) any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the applicable provisions of the Patriot Act. None of the Loan Parties (i) is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

Section 4 . 11 Patriot Act . Neither any Loan Party nor any of its Restricted Subsidiaries is an enemy or an ally of the enemy within the meaning of Section 2 of the Trading with the Enemy Act or any enabling legislation or executive order relating thereto . Neither any Loan Party nor any of its Restricted Subsidiaries is in violation in any material respect of ( a ) the Trading with the Enemy Act , ( b ) any of the foreign assets control regulations of the United States Treasury Department ( 31 C . F . R . , Subtitle B , Chapter V , as amended ) or any enabling legislation or executive order relating thereto or ( c ) the applicable provisions of the Patriot Act . None of the Loan Parties ( i ) is a blocked person described in Section 1 of the Anti-Terrorism Order or ( ii ) to the best of its knowledge , engages in any dealings or transactions , or is otherwise associated , with any such blocked person .


(a) On the Closing Date, all of the Subsidiaries of the Borrower shall be Restricted Subsidiaries other than Healthcare Royalty Management, LLC , Cowen Aviation Finance Holdings Inc., Cowen Aviation Finance Holdings LLC, Cowen Aviation Finance LLC and Cowen Aviation Management Inc., which shall be Unrestricted Subsidiaries unless and until otherwise designated by the Borrowers board of directors; provided, however, the conditions set forth in clauses (i) through (iv) below shall be satisfied as of the Closing Date with respect to such Subsidiaries. The board of directors of the Borrower may designated any Restricted Subsidiary that is an Aviation Subsidiary or a Leveraged Finance Subsidiary to be an Unrestricted Subsidiary; provided that, at the time of designation, the following conditions are satisfied:

( a ) On the Closing Date , all of the Subsidiaries of the Borrower shall be Restricted Subsidiaries other than Healthcare Royalty Management , LLC , Cowen Aviation Finance Holdings Inc . , Cowen Aviation Finance Holdings LLC , Cowen Aviation Finance LLC and Cowen Aviation Management Inc . , which shall be Unrestricted Subsidiaries unless and until otherwise designated by the Borrowers board of directors ; provided , however , the conditions set forth in clauses ( i ) through ( iv ) below shall be satisfied as of the Closing Date with respect to such Subsidiaries . The board of directors of the Borrower may designated any Restricted Subsidiary that is an Aviation Subsidiary or a Leveraged Finance Subsidiary to be an Unrestricted Subsidiary ; provided that , at the time of designation , the following conditions are satisfied :


(iv) the Borrower shall be in compliance on a pro forma basis after giving effect to such designation with the Minimum Liquidity Condition and the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio on a pro forma basis after giving effect to such designation of no greater than 1.00:1.00.< br/>

( iv ) the Borrower shall be in compliance on a pro forma basis after giving effect to such designation with the Minimum Liquidity Condition and the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio on a pro forma basis after giving effect to such designation of no greater than 1 . 00 : 1 . 00 . & lt ; br / & gt ;


Section 5.1 [ Post Closing Matters . The Borrower will, and will cause each of its Restricted Subsidiaries to, satisfy the requirements set forth in Schedule 5.14 on or before the date specified for such requirements, in each case as such date may be extended at the sole discretion of the Required Lenders.]

Section 5 . 1 [ Post Closing Matters . The Borrower will , and will cause each of its Restricted Subsidiaries to , satisfy the requirements set forth in Schedule 5 . 14 on or before the date specified for such requirements , in each case as such date may be extended at the sole discretion of the Required Lenders . ]


(g) Acquired Indebtedness of any Person Incurred by the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided that (i) no Event of Default shall have occurred and be continuing as of the date of the Incurrence of such Acquired Indebtedness or as a result of such Incurrence and (ii) as of the date of the Incurrence of such Acquired Indebtedness, after giving pro forma effect to the Incurrence thereof, (x) the Borrower shall be in compliance with the Minimum Liquidity Condition and (y) the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio of no greater than 1.00:1.00;

( g ) Acquired Indebtedness of any Person Incurred by the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $ 50 , 000 , 000 at any time outstanding ; provided that ( i ) no Event of Default shall have occurred and be continuing as of the date of the Incurrence of such Acquired Indebtedness or as a result of such Incurrence and ( ii ) as of the date of the Incurrence of such Acquired Indebtedness , after giving pro forma effect to the Incurrence thereof , ( x ) the Borrower shall be in compliance with the Minimum Liquidity Condition and ( y ) the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio of no greater than 1 . 00 : 1 . 00 ;


(n) Indebtedness of the Borrower or its Restricted Subsidiaries up to an aggregate principal amount such that, after giving pro forma effect to the Incurrence thereof, (x) the Borrower shall be in compliance with the Minimum Liquidity Condition and (y) the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio of no greater than 1.00:1.00; provided that (i) as of the date of Incurrence of such Indebtedness no Event of Default shall have occurred and be continuing or would result therefrom and (ii) if such Incurrence (together with any and all related Incurrences) is in an aggregate principal amount of $15,000,000 or more, the Borrower shall have previously delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer of the Borrower certifying as to the foregoing and containing reasonably detailed calculations;

( n ) Indebtedness of the Borrower or its Restricted Subsidiaries up to an aggregate principal amount such that , after giving pro forma effect to the Incurrence thereof , ( x ) the Borrower shall be in compliance with the Minimum Liquidity Condition and ( y ) the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio of no greater than 1 . 00 : 1 . 00 ; provided that ( i ) as of the date of Incurrence of such Indebtedness no Event of Default shall have occurred and be continuing or would result therefrom and ( ii ) if such Incurrence ( together with any and all related Incurrences ) is in an aggregate principal amount of $ 15 , 000 , 000 or more , the Borrower shall have previously delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer of the Borrower certifying as to the foregoing and containing reasonably detailed calculations ;


(a) the Borrower may merge or consolidate with a Person if (i) the Borrower is the surviving Person and (ii) after giving pro forma effect to the transaction, (x) the Borrower shall be in compliance with the Minimum Liquidity Condition and (y) the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio of no greater than 1.00:1.00;

( a ) the Borrower may merge or consolidate with a Person if ( i ) the Borrower is the surviving Person and ( ii ) after giving pro forma effect to the transaction , ( x ) the Borrower shall be in compliance with the Minimum Liquidity Condition and ( y ) the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio of no greater than 1 . 00 : 1 . 00 ;


(ii) after giving pro forma effect to such transaction, (x) the Borrower and its Restricted Subsidiaries receive consideration at the time of such transaction at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (including by merger), (y) the Borrower shall be in compliance with the Minimum Liquidity Condition and (z) the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio of no greater than 1.00:1.00;

( ii ) after giving pro forma effect to such transaction , ( x ) the Borrower and its Restricted Subsidiaries receive consideration at the time of such transaction at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of ( including by merger ) , ( y ) the Borrower shall be in compliance with the Minimum Liquidity Condition and ( z ) the Borrower and its Restricted Subsidiaries shall have a Debt to Equity Ratio of no greater than 1 . 00 : 1 . 00 ;


Section 6.8 Government Regulation. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (a) be or become subject at any time to any law, regulation, or list of any Governmental Authority of the United States (including, without limitation, the OFAC list) that prohibits or limits the Lenders or the Administrative Agent from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Loan Parties, or (b) fail to provide documentary and other evidence of the identity of the Loan Parties as may be requested by any Lender or the Administrative Agent at any time to enable the Lenders or the Administrative Agent to verify the identity of the Loan Parties or to comply with any applicable law or regulation, including, without limitation, Section 326 of the Patriot Act at 31 U.S.C. Section 5318 .

Section 6 . 8 Government Regulation . The Borrower will not , and will not permit any of its Restricted Subsidiaries to , ( a ) be or become subject at any time to any law , regulation , or list of any Governmental Authority of the United States ( including , without limitation , the OFAC list ) that prohibits or limits the Lenders or the Administrative Agent from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Loan Parties , or ( b ) fail to provide documentary and other evidence of the identity of the Loan Parties as may be requested by any Lender or the Administrative Agent at any time to enable the Lenders or the Administrative Agent to verify the identity of the Loan Parties or to comply with any applicable law or regulation , including , without limitation , Section 326 of the Patriot Act at 31 U . S . C . Section 5318 .


Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 Attention: David K. Boston Telecopy Number: (212) 728-9625 and

Willkie Farr & amp ; Gallagher LLP 787 Seventh Avenue New York , New York 10019 Attention : David K . Boston Telecopy Number : ( 212 ) 728-9625 and


Section 9.14 Patriot Act. The Administrative Agent and each Lender hereby notifies the Loan Parties that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act.< br/>

Section 9 . 14 Patriot Act . The Administrative Agent and each Lender hereby notifies the Loan Parties that , pursuant to the requirements of the Patriot Act , it is required to obtain , verify and record information that identifies each Loan Party , which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent , as applicable , to identify such Loan Party in accordance with the Patriot Act . & lt ; br / & gt ;


[ COWEN GROUP, INC. ]


SIGNATURE PAGE TO TERM LOAN AGREEMENT


THIS FORBEARANCE AGREEMENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this Agreement) executed and entered into as of February 21, 2017 , and made effective as of the Effective Time (as herein defined) is by and among MAD CATZ, INC. , a Delaware corporation (the Borrower), each of the undersigned Persons signing as a Guarantor hereunder (each, a Guarantor and collectively the Guarantors), and STERLING NATIONAL BANK, a national banking association, as administrative and collateral agent (in such capacity, and including its successors and permitted assigns, the Administrative Agent) on behalf of the Lender Parties under and as defined in the Loan Agreement (as hereinafter defined).

THIS FORBEARANCE AGREEMENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT ( this Agreement ) executed and entered into as of February 21 , 2017 , and made effective as of the Effective Time ( as herein defined ) is by and among MAD CATZ , INC . , a Delaware corporation ( the Borrower ) , each of the undersigned Persons signing as a Guarantor hereunder ( each , a Guarantor and collectively the Guarantors ) , and STERLING NATIONAL BANK , a national banking association , as administrative and collateral agent ( in such capacity , and including its successors and permitted assigns , the Administrative Agent ) on behalf of the Lender Parties under and as defined in the Loan Agreement ( as hereinafter defined ) .


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Additional Covenants, Agreements and Acknowledgments of Credit Parties During the Forbearance Period

Additional Covenants , Agreements and Acknowledgments of Credit Parties During the Forbearance Period


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the sum of (i) eighty-five percent (85%) (as reduced by the proviso at the end of this definition due to dilution) of the Net Amount of Eligible Accounts (except during the period from January 30, 2017, through April 28, 2017, Eligible Accounts shall not include Eligible Rock Band Accounts) plus (ii) the lessor of (1) eighty-five percent (85%) of the Net Amount of Eligible Inventory (2) sixty percent (60%) of the lower of cost or market value of Eligible Inventory or (3) the Inventory Sublimit; provided, that the aggregate amount of Borrowing Base availability under this clause (a)(ii) with respect to Eligible In-Transit Inventory shall not at any time exceed the In-Transit Limit plus (iii) with respect to Eligible Rock Band Accounts, (1) for the period from January 30, 2017, through March 3, 2017, twenty percent (20%) of the Net Amount of Eligible Rock Band Accounts, (2) for the period from March 4, 2017, through March 24, 2017, ten percent (10%) of the Net Amount of Eligible Rock Band Accounts, and (3) for the period from March 25, 2017, through April 28, 2017, five percent (5%) of the Net Amount of Eligible Rock Band Accounts, minus

the sum of ( i ) eighty-five percent ( 85 % ) ( as reduced by the proviso at the end of this definition due to dilution ) of the Net Amount of Eligible Accounts ( except during the period from January 30 , 2017 , through April 28 , 2017 , Eligible Accounts shall not include Eligible Rock Band Accounts ) plus ( ii ) the lessor of ( 1 ) eighty-five percent ( 85 % ) of the Net Amount of Eligible Inventory ( 2 ) sixty percent ( 60 % ) of the lower of cost or market value of Eligible Inventory or ( 3 ) the Inventory Sublimit ; provided , that the aggregate amount of Borrowing Base availability under this clause ( a ) ( ii ) with respect to Eligible In-Transit Inventory shall not at any time exceed the In-Transit Limit plus ( iii ) with respect to Eligible Rock Band Accounts , ( 1 ) for the period from January 30 , 2017 , through March 3 , 2017 , twenty percent ( 20 % ) of the Net Amount of Eligible Rock Band Accounts , ( 2 ) for the period from March 4 , 2017 , through March 24 , 2017 , ten percent ( 10 % ) of the Net Amount of Eligible Rock Band Accounts , and ( 3 ) for the period from March 25 , 2017 , through April 28 , 2017 , five percent ( 5 % ) of the Net Amount of Eligible Rock Band Accounts , minus


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.BORROWER AND each GUARANTOR REPRESENT AND WARRANT THAT NOne of BORROWER OR ANY GUARANTOR HAVE ANY SET-OFF, RECOUPMENT, COUNTERCLAIM, DEFENSE, CROSS- COMPLAINT, CLAIM, DEMAND OR OTHER CAUSE OF ACTION OF ANY NATURE WHATSOEVER (TOGETHER, THE COUNTERCLAIMS) AGAINST ANY LENDER PARTY WHICH ARISE OUT OF THE TRANSACTIONS EVIDENCED BY THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, ANY TRANSACTIONS THAT WERE RENEWED OR EXTENDED BY THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, ANY OTHER TRANSACTION WITH LENDER PARTIES, OR WHICH COULD BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF BORROWERS OR ANY GUARANTORS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER PARTIES, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE

. BORROWER AND each GUARANTOR REPRESENT AND WARRANT THAT NOne of BORROWER OR ANY GUARANTOR HAVE ANY SET-OFF , RECOUPMENT , COUNTERCLAIM , DEFENSE , CROSS - COMPLAINT , CLAIM , DEMAND OR OTHER CAUSE OF ACTION OF ANY NATURE WHATSOEVER ( TOGETHER , THE COUNTERCLAIMS ) AGAINST ANY LENDER PARTY WHICH ARISE OUT OF THE TRANSACTIONS EVIDENCED BY THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS , ANY TRANSACTIONS THAT WERE RENEWED OR EXTENDED BY THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS , ANY OTHER TRANSACTION WITH LENDER PARTIES , OR WHICH COULD BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF BORROWERS OR ANY GUARANTORS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER PARTIES , IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT , TORT , VIOLATION OF LAW OR REGULATIONS , OR OTHERWISE , INCLUDING , WITHOUT LIMITATION , ANY CONTRACTING FOR , CHARGING , TAKING , RESERVING , COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE


THAT THE AGREEMENTS IN THIS PARAGRAPH ARE INTENDED TO BE IN FULL SATISFACTION OF ALL OR ANY ALLEGED INJURIES OR DAMAGES TO BORROWER OR GUARANTORs OR THEIR SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, ASSIGNS AND PERSONAL AND LEGAL REPRESENTATIVES ARISING IN CONNECTION WITH THE RELEASED MATTERS.BORROWER AND GUARANTORs REPRESENT AND WARRANT TO LENDER PARTIES THAT THEY HAVE NOT PURPORTED TO TRANSFER, ASSIGN OR OTHERWISE CONVEY ANY RIGHT, TITLE OR INTEREST OF BORROWER OR GUARANTORs IN ANY RELEASED MATTER TO ANY OTHER PERSON AND THAT THE FOREGOING CONSTITUTES A FULL AND COMPLETE RELEASE OF BORROWERS AND each GUARANTORS CLAIMS, IF ANY, WITH RESPECT TO ALL RELEASED MATTERS.THE PROVISIONS OF THIS SECTION 7.15 AND THE REPRESENTATIONS, WARRANTIES, RELEASES, WAIVERS, REMISES, ACQUITTANCES, DISCHARGES, COVENANTS, AGREEMENTS AND INDEMNIFICATIONS CONTAINED HEREIN (A) CONSTITUTE A MATERIAL CONSIDERATION FOR AND INDUCEMENT TO LENDER PARTIES ENTERING INTO THIS AGREEMENT, (B) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY DUTY, OBLIGATION OR LIABILITY OF ANY LENDER PARTY TO BORROWER, ANY GUARANTOR OR ANY OTHER PERSON, (C) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY LIABILITY, WRONGDOING, OR VIOLATION OF ANY OBLIGATION, DUTY OR AGREEMENT OF ANY LENDER PARTY TO BORROWER, any GUARANTOR, OR ANY OTHER PERSON, AND (D) SHALL NOT BE USED AS EVIDENCE AGAINST ANY LENDER PARTY BY BORROWER, any GUARANTOR OR ANY OTHER PERSON FOR ANY PURPOSE.

THAT THE AGREEMENTS IN THIS PARAGRAPH ARE INTENDED TO BE IN FULL SATISFACTION OF ALL OR ANY ALLEGED INJURIES OR DAMAGES TO BORROWER OR GUARANTORs OR THEIR SUCCESSORS , AGENTS , ATTORNEYS , OFFICERS , DIRECTORS , ASSIGNS AND PERSONAL AND LEGAL REPRESENTATIVES ARISING IN CONNECTION WITH THE RELEASED MATTERS . BORROWER AND GUARANTORs REPRESENT AND WARRANT TO LENDER PARTIES THAT THEY HAVE NOT PURPORTED TO TRANSFER , ASSIGN OR OTHERWISE CONVEY ANY RIGHT , TITLE OR INTEREST OF BORROWER OR GUARANTORs IN ANY RELEASED MATTER TO ANY OTHER PERSON AND THAT THE FOREGOING CONSTITUTES A FULL AND COMPLETE RELEASE OF BORROWERS AND each GUARANTORS CLAIMS , IF ANY , WITH RESPECT TO ALL RELEASED MATTERS . THE PROVISIONS OF THIS SECTION 7 . 15 AND THE REPRESENTATIONS , WARRANTIES , RELEASES , WAIVERS , REMISES , ACQUITTANCES , DISCHARGES , COVENANTS , AGREEMENTS AND INDEMNIFICATIONS CONTAINED HEREIN ( A ) CONSTITUTE A MATERIAL CONSIDERATION FOR AND INDUCEMENT TO LENDER PARTIES ENTERING INTO THIS AGREEMENT , ( B ) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY DUTY , OBLIGATION OR LIABILITY OF ANY LENDER PARTY TO BORROWER , ANY GUARANTOR OR ANY OTHER PERSON , ( C ) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY LIABILITY , WRONGDOING , OR VIOLATION OF ANY OBLIGATION , DUTY OR AGREEMENT OF ANY LENDER PARTY TO BORROWER , any GUARANTOR , OR ANY OTHER PERSON , AND ( D ) SHALL NOT BE USED AS EVIDENCE AGAINST ANY LENDER PARTY BY BORROWER , any GUARANTOR OR ANY OTHER PERSON FOR ANY PURPOSE .


FORBEARANCE AGREEMENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 13


USA PATRIOT Act< br/>


ABL Revolver means the Credit Agreement dated as of April16, 2014 among the Borrower, as co-borrower, FTS International Services, LLC, as co-borrower, the guarantors party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association as administrative agent and collateral agent (including all successors thereto) together with the related documents thereto (including the loans thereunder, any guarantees and security documents), as amended, extended, renewed, restated, supplemented, refunded, replaced, refinanced or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time by one or more credit facilities, and any agreement (and related document) entered into in substitution for any credit agreement, in which case, the credit agreement or similar agreement together with all other documents and instruments related thereto shall constitute the ABL Revolver, whether with the same or any other agent, lender or group of lenders.

ABL Revolver means the Credit Agreement dated as of April16 , 2014 among the Borrower , as co-borrower , FTS International Services , LLC , as co-borrower , the guarantors party thereto , the lenders from time to time party thereto and Wells Fargo Bank , National Association as administrative agent and collateral agent ( including all successors thereto ) together with the related documents thereto ( including the loans thereunder , any guarantees and security documents ) , as amended , extended , renewed , restated , supplemented , refunded , replaced , refinanced or otherwise modified ( in whole or in part , and without limitation as to amount , terms , conditions , covenants and other provisions ) from time to time by one or more credit facilities , and any agreement ( and related document ) entered into in substitution for any credit agreement , in which case , the credit agreement or similar agreement together with all other documents and instruments related thereto shall constitute the ABL Revolver , whether with the same or any other agent , lender or group of lenders .


Arrangers means each of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated and UBS Securities LLC, each in its capacity as a joint lead arranger and joint bookrunner.

Arrangers means each of Wells Fargo Securities , LLC , Merrill Lynch , Pierce , Fenner & amp ; Smith Incorporated and UBS Securities LLC , each in its capacity as a joint lead arranger and joint bookrunner .


Class means, when used in reference to any Term Loan, whether such Term Loan is an Initial Term Loan,Incremental Term Loan, Extended Term Loan or Refinancing Term Loan.

Class means , when used in reference to any Term Loan , whether such Term Loan is an Initial Term Loan , Incremental Term Loan , Extended Term Loan or Refinancing Term Loan .


(7) any expenses or charges, to the extent deducted in computing Consolidated Net Income, related to any offering of Equity Interests, Permitted Investment , acquisition,

( 7 ) any expenses or charges , to the extent deducted in computing Consolidated Net Income , related to any offering of Equity Interests , Permitted Investment , acquisition ,


ERISA means the Employee Retirement Income Security Act of 1974 , and the rulesand regulations thereunder.

ERISA means the Employee Retirement Income Security Act of 1974 , and the rulesand regulations thereunder .


(b) for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page(or any applicable successor page) at approximately 11:00a.m.(London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day. If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page(or any applicable successor page) then LIBOR for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m.(London time) on such date of determination for a period equal to one month commencing on such date of determination.

( b ) for any interest rate calculation with respect to a Base Rate Loan , the rate of interest per annum determined on the basis of the rate for deposits in Dollars for an Interest Period equal to one month ( commencing on the date of determination of such interest rate ) which appears on the Reuters Screen LIBOR01 Page ( or any applicable successor page ) at approximately 11 : 00a . m . ( London time ) on such date of determination , or , if such date is not a Business Day , then the immediately preceding Business Day . If , for any reason , such rate does not appear on Reuters Screen LIBOR01 Page ( or any applicable successor page ) then LIBOR for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11 : 00 a . m . ( London time ) on such date of determination for a period equal to one month commencing on such date of determination .


Notes/Term Collateral means 100% of the Capital Stock of all Domestic Subsidiaries of the Borrower and each Guarantor (other than Domestic Subsidiaries that are Foreign Subsidiary Holdcos), 65% of the voting Capital Stock and 100% of the non-voting Capital Stock, if any, of all First Tier Foreign Subsidiaries and all Foreign Subsidiary Holdcos owned by the Borrower and each Guarantor along with proceeds therefrom, in each case excluding Excluded Assets; provided, however, that, in no event will such collateral (including any Capital Stock of Domestic Subsidiaries) include or be deemed to include any rights in respect of (1)voting Equity Interests in excess of 65% of all outstanding voting Equity Interests of any Foreign Subsidiary or of any Foreign Subsidiary Holdco, or (2)any assets of any Foreign Subsidiary.

Notes / Term Collateral means 100 % of the Capital Stock of all Domestic Subsidiaries of the Borrower and each Guarantor ( other than Domestic Subsidiaries that are Foreign Subsidiary Holdcos ) , 65 % of the voting Capital Stock and 100 % of the non-voting Capital Stock , if any , of all First Tier Foreign Subsidiaries and all Foreign Subsidiary Holdcos owned by the Borrower and each Guarantor along with proceeds therefrom , in each case excluding Excluded Assets ; provided , however , that , in no event will such collateral ( including any Capital Stock of Domestic Subsidiaries ) include or be deemed to include any rights in respect of ( 1 ) voting Equity Interests in excess of 65 % of all outstanding voting Equity Interests of any Foreign Subsidiary or of any Foreign Subsidiary Holdco , or ( 2 ) any assets of any Foreign Subsidiary .


Refinance means, in respect of any Indebtedness, to refinance, extend, renew, refund, replace, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. Refinanced and Refinancing shall have correlative meanings.

Refinance means , in respect of any Indebtedness , to refinance , extend , renew , refund , replace , repay , prepay , purchase , redeem , defease or retire , or to issue other Indebtedness in exchange or replacement for , such Indebtedness . Refinanced and Refinancing shall have correlative meanings .


Senior Notes Indenture means the Indenture dated as of April16, 2014 among the Borrower, as issuer, the guarantors party thereto, and US Bank National, as indenture trustee.

Senior Notes Indenture means the Indenture dated as of April16 , 2014 among the Borrower , as issuer , the guarantors party thereto , and US Bank National , as indenture trustee .


Loans, as applicable, to the Borrower hereunder on the Closing Date (in the case of the Initial Term Loan) or the applicable borrowing date (in the case of any Incremental Term Loan or any Refinancing Term Loan) in an aggregate principal amount not to exceed the amount set forth opposite such Lenders name on Schedule 1 hereto (or, in the case of any Incremental Term Loan or any Refinancing Term Loan, on the applicable Lender Joinder Agreement or Refinancing Amendment, as applicable, as such amount may be increased, reduced or otherwise modified at any time or from time to time pursuant to the terms hereof and (b)as to all Lenders, the aggregate commitment of all Lenders to make such Term Loans. The aggregate Term Loan Commitment of all Lenders on the Closing Date shall be $550,000,000 .

Loans , as applicable , to the Borrower hereunder on the Closing Date ( in the case of the Initial Term Loan ) or the applicable borrowing date ( in the case of any Incremental Term Loan or any Refinancing Term Loan ) in an aggregate principal amount not to exceed the amount set forth opposite such Lenders name on Schedule 1 hereto ( or , in the case of any Incremental Term Loan or any Refinancing Term Loan , on the applicable Lender Joinder Agreement or Refinancing Amendment , as applicable , as such amount may be increased , reduced or otherwise modified at any time or from time to time pursuant to the terms hereof and ( b ) as to all Lenders , the aggregate commitment of all Lenders to make such Term Loans . The aggregate Term Loan Commitment of all Lenders on the Closing Date shall be $ 550 , 000 , 000 .


SECTION1.5 References to Agreement and Laws. Unless otherwise expressly provided herein, (a)any definition or reference to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b)any definition or reference to any Applicable Law, including, without limitation, the Code, the Commodity Exchange Act, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act of 1933 , the UCC, the Investment Company Act of 1940 , the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department , shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

SECTION1 . 5 References to Agreement and Laws . Unless otherwise expressly provided herein , ( a ) any definition or reference to formation documents , governing documents , agreements ( including the Loan Documents ) and other contractual documents or instruments shall be deemed to include all subsequent amendments , restatements , extensions , supplements and other modifications thereto , but only to the extent that such amendments , restatements , extensions , supplements and other modifications are not prohibited by any Loan Document ; and ( b ) any definition or reference to any Applicable Law , including , without limitation , the Code , the Commodity Exchange Act , ERISA , the Exchange Act , the PATRIOT Act , the Securities Act of 1933 , the UCC , the Investment Company Act of 1940 , the Interstate Commerce Act , the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department , shall include all statutory and regulatory provisions consolidating , amending , replacing , supplementing or interpreting such Applicable Law .


SECTION4.1 Initial Term Loan . Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Lender severally agrees to make the Initial Term Loan to the Borrower on the Closing Date in a principal amount equal to such Lenders Term Loan Commitment as of the Closing Date. Notwithstanding the foregoing, if the total Term Loan Commitment as of the Closing Date is not drawn on the Closing Date, the undrawn amount shall automatically be cancelled.

SECTION4 . 1 Initial Term Loan . Subject to the terms and conditions of this Agreement and the other Loan Documents , and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents , each Lender severally agrees to make the Initial Term Loan to the Borrower on the Closing Date in a principal amount equal to such Lenders Term Loan Commitment as of the Closing Date . Notwithstanding the foregoing , if the total Term Loan Commitment as of the Closing Date is not drawn on the Closing Date , the undrawn amount shall automatically be cancelled .


(A) Upon the occurrence of any event triggering the prepayment requirement under clauses (i)or (ii)above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Initial Term Loans under this Sectionshall be applied to reduce on a pro rata basis the next twelve scheduled principal installments thereof in direct order of maturity and then to the remaining scheduled principal installments of the Initial Term Loans pursuant to Section4.3. Proceeds of any Refinancing Term Loans shall be applied solely to prepay each applicable Classof Term Loans so refinanced. Notwithstanding the foregoing, to the extent any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans are made, the application of prepayments of Term Loans pursuant to this clause (iii)shall be made on a pro rata basis among the Initial Term Loans,Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (except to the extent that any applicable Refinancing Amendment provides that the Classof Term Loans made thereunder shall be entitled to less than pro rata treatment).

( A ) Upon the occurrence of any event triggering the prepayment requirement under clauses ( i ) or ( ii ) above , the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice , the Administrative Agent shall promptly so notify the Lenders . Each prepayment of the Initial Term Loans under this Sectionshall be applied to reduce on a pro rata basis the next twelve scheduled principal installments thereof in direct order of maturity and then to the remaining scheduled principal installments of the Initial Term Loans pursuant to Section4 . 3 . Proceeds of any Refinancing Term Loans shall be applied solely to prepay each applicable Classof Term Loans so refinanced . Notwithstanding the foregoing , to the extent any Incremental Term Loans , Extended Term Loans or Refinancing Term Loans are made , the application of prepayments of Term Loans pursuant to this clause ( iii ) shall be made on a pro rata basis among the Initial Term Loans , Incremental Term Loans , Extended Term Loans and Refinancing Term Loans ( except to the extent that any applicable Refinancing Amendment provides that the Classof Term Loans made thereunder shall be entitled to less than pro rata treatment ) .


(a) At any time following the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, an Incremental Term Loan Commitment) to make one or more additional term loans under this Agreement (any such additional term loan, an Incremental Term Loan); provided that (1)the total aggregate principal amount for all such Incremental Term Loan Commitments shall not (as of any date of incurrence thereof) exceed the sum of (i)$300,000,000 and (ii)an unlimited amount so long as after giving pro forma effect thereto (assuming that any such Incremental Term Loan Commitment is fully drawn) the Senior Secured Net Leverage Ratio would not exceed 4.00 to 1.00 and ( 2)the total aggregate amount for each Incremental Term Loan Commitment (and the Incremental Term Loans made thereunder) shall not be less than a minimum principal amount of $50,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause(1). Each such notice shall specify the date (each, an Increased Amount Date) on which the Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than five(5)Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment (any such Person, an Incremental Lender). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that:

( a ) At any time following the Closing Date , the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments ( any such incremental term loan commitment , an Incremental Term Loan Commitment ) to make one or more additional term loans under this Agreement ( any such additional term loan , an Incremental Term Loan ) ; provided that ( 1 ) the total aggregate principal amount for all such Incremental Term Loan Commitments shall not ( as of any date of incurrence thereof ) exceed the sum of ( i ) $ 300 , 000 , 000 and ( ii ) an unlimited amount so long as after giving pro forma effect thereto ( assuming that any such Incremental Term Loan Commitment is fully drawn ) the Senior Secured Net Leverage Ratio would not exceed 4 . 00 to 1 . 00 and ( 2 ) the total aggregate amount for each Incremental Term Loan Commitment ( and the Incremental Term Loans made thereunder ) shall not be less than a minimum principal amount of $ 50 , 000 , 000 or , if less , the remaining amount permitted pursuant to the foregoing clause ( 1 ) . Each such notice shall specify the date ( each , an Increased Amount Date ) on which the Borrower proposes that any Incremental Term Loan Commitment shall be effective , which shall be a date not less than five ( 5 ) Business Days after the date on which such notice is delivered to Administrative Agent . The Borrower may invite any Lender , any Affiliate of any Lender and / or any Approved Fund , and / or any other Person reasonably satisfactory to the Administrative Agent , to provide an Incremental Term Loan Commitment ( any such Person , an Incremental Lender ) . Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline , in its sole discretion , to provide such Incremental Term Loan Commitment . Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date ; provided that :


(i) Existing Indebtedness . All existing Indebtedness of the Borrower and its Subsidiaries (including Indebtedness under the Existing Credit Agreement but excluding Indebtedness permitted pursuant to Section9.1) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released (in each case, other than with respect to any cash collateral for outstanding letters of credit and ongoing indemnity obligations), and the Administrative Agent shall have received pay-off letters in form and substance reasonably satisfactory to it evidencing such repayment, termination and release.

( i ) Existing Indebtedness . All existing Indebtedness of the Borrower and its Subsidiaries ( including Indebtedness under the Existing Credit Agreement but excluding Indebtedness permitted pursuant to Section9 . 1 ) shall be repaid in full , all commitments ( if any ) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released ( in each case , other than with respect to any cash collateral for outstanding letters of credit and ongoing indemnity obligations ) , and the Administrative Agent shall have received pay-off letters in form and substance reasonably satisfactory to it evidencing such repayment , termination and release .


SECTION7.10 Margin Stock. The Credit Parties are not engaged principally or as one of its activities in the business of extending credit for the purpose of purchasing or carrying any margin stock (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Term Loans will be used for any purpose that violates the provisions of Regulation U or X of such Board of Governors.

SECTION7 . 10 Margin Stock . The Credit Parties are not engaged principally or as one of its activities in the business of extending credit for the purpose of purchasing or carrying any margin stock ( as each such term is defined or used , directly or indirectly , in Regulation U of the Board of Governors of the Federal Reserve System ) . No part of the proceeds of any of the Term Loans will be used for any purpose that violates the provisions of Regulation U or X of such Board of Governors .


SECTION7.11 Government Regulation . No Credit Party is an investment company (as defined or used in the Investment Company Act of 1940 ).

SECTION7 . 11 Government Regulation . No Credit Party is an investment company ( as defined or used in the Investment Company Act of 1940 ) .


SECTION7.20 Anti-Terrorism; Anti-Money Laundering. No Credit Party nor any of its Subsidiaries or, to their knowledge, any of their Related Parties (i)is an enemy or an ally of the enemy within the meaning of Section2 of the Trading with the Enemy Act of the United States (50U.S.C. App. 1 et seq.), (ii)is in violation of (A)the Trading with the Enemy Act, ( B)any of the foreign assets control regulations of the United States Treasury Department (31CFR, SubtitleB, ChapterV) or any enabling legislation or executive order relating thereto or (C)the PATRIOT Act ( collectively, the Anti-Terrorism Laws) or (iii)is a Sanctioned Person. No part of the proceeds of any Extension of Credit hereunder will be used by any Credit Party or any Subsidiary thereof unlawfully directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Credit Party or any Subsidiary thereof of any Anti-Terrorism Laws.

SECTION7 . 20 Anti-Terrorism ; Anti-Money Laundering . No Credit Party nor any of its Subsidiaries or , to their knowledge , any of their Related Parties ( i ) is an enemy or an ally of the enemy within the meaning of Section2 of the Trading with the Enemy Act of the United States ( 50U . S . C . App . 1 et seq . ) , ( ii ) is in violation of ( A ) the Trading with the Enemy Act , ( B ) any of the foreign assets control regulations of the United States Treasury Department ( 31CFR , SubtitleB , ChapterV ) or any enabling legislation or executive order relating thereto or ( C ) the PATRIOT Act ( collectively , the Anti-Terrorism Laws ) or ( iii ) is a Sanctioned Person . No part of the proceeds of any Extension of Credit hereunder will be used by any Credit Party or any Subsidiary thereof unlawfully directly or indirectly to fund any operations in , finance any investments or activities in or make any payments to , a Sanctioned Person or a Sanctioned Country , or in any other manner that will result in any violation by any Credit Party or any Subsidiary thereof of any Anti-Terrorism Laws .


SECTION8.14 Additional Domestic Subsidiaries . Promptly after the creation or acquisition of any (i)Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or upon a wholly owned domestic Unrestricted Subsidiary (other than an Excluded Subsidiary) being designated as a Restricted Subsidiary and (ii)Restricted Subsidiary that is not already a Guarantor that Guarantees or becomes an obligor of any other Indebtedness of the Borrower or any Guarantor with an aggregate principal amount of $5,000,000 or more, in each case, cause such Subsidiary to (i)become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Security Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii)grant a security interest in all Collateral specified in the Guaranty and Security Agreement (subject to the exceptions specified in the Guaranty and Security Agreement, including with respect to Excluded Assets) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii)deliver to the Administrative Agent such opinions, documents and certificates referred to in Section6.1 as may be reasonably requested by the Administrative Agent, (iv)if the Equity Interests of such Subsidiary are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Subsidiary, (v)deliver to the Administrative Agent a duly executed joinder to each of the Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement and (vi)deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person. For purposes of this Section8.14, compliance with applicable foreign law with respect to the grant, creation and perfection of Liens on and security interests in the Collateral will not be required.

SECTION8 . 14 Additional Domestic Subsidiaries . Promptly after the creation or acquisition of any ( i ) Wholly Owned Subsidiary that is a Domestic Subsidiary ( other than an Excluded Subsidiary ) or upon a wholly owned domestic Unrestricted Subsidiary ( other than an Excluded Subsidiary ) being designated as a Restricted Subsidiary and ( ii ) Restricted Subsidiary that is not already a Guarantor that Guarantees or becomes an obligor of any other Indebtedness of the Borrower or any Guarantor with an aggregate principal amount of $ 5 , 000 , 000 or more , in each case , cause such Subsidiary to ( i ) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty and Security Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose , ( ii ) grant a security interest in all Collateral specified in the Guaranty and Security Agreement ( subject to the exceptions specified in the Guaranty and Security Agreement , including with respect to Excluded Assets ) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document , ( iii ) deliver to the Administrative Agent such opinions , documents and certificates referred to in Section6 . 1 as may be reasonably requested by the Administrative Agent , ( iv ) if the Equity Interests of such Subsidiary are certificated , deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Subsidiary , ( v ) deliver to the Administrative Agent a duly executed joinder to each of the Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement and ( vi ) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person . For purposes of this Section8 . 14 , compliance with applicable foreign law with respect to the grant , creation and perfection of Liens on and security interests in the Collateral will not be required .


SECTION8.15 Additional Foreign Subsidiaries . Notify the Administrative Agent promptly after the Borrower or any Guarantor creates or acquires a First Tier Foreign Subsidiary, and promptly thereafter (and, in any event, within forty five (45) days after such notification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i)the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging, to the extent that the following does not constitute Excluded Assets, sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the non-voting Equity Interests, if any) of any such new First Tier Foreign Subsidiary and, if reasonably requested by the Administrative Agent, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests to be pledged of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii)such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section6.1 as may be reasonably requested by the Administrative Agent, (iii)such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person, (iv)deliver to the Administrative Agent a duly executed joinder to each of the Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement and (v)such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For purposes of this Section8.15, compliance with applicable foreign law with respect to the grant, creation and perfection of Liens on and security interests in the Collateral will not be required.

SECTION8 . 15 Additional Foreign Subsidiaries . Notify the Administrative Agent promptly after the Borrower or any Guarantor creates or acquires a First Tier Foreign Subsidiary , and promptly thereafter ( and , in any event , within forty five ( 45 ) days after such notification , as such time period may be extended by the Administrative Agent in its sole discretion ) , cause ( i ) the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging , to the extent that the following does not constitute Excluded Assets , sixty-five percent ( 65 % ) of the total outstanding voting Equity Interests ( and one hundred percent ( 100 % ) of the non-voting Equity Interests , if any ) of any such new First Tier Foreign Subsidiary and , if reasonably requested by the Administrative Agent , a consent thereto executed by such new First Tier Foreign Subsidiary ( including , without limitation , if applicable , original certificated Equity Interests ( or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction ) evidencing the Equity Interests to be pledged of such new First Tier Foreign Subsidiary , together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof ) , ( ii ) such Person to deliver to the Administrative Agent such opinions , documents and certificates referred to in Section6 . 1 as may be reasonably requested by the Administrative Agent , ( iii ) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person , ( iv ) deliver to the Administrative Agent a duly executed joinder to each of the Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement and ( v ) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent , all in form , content and scope reasonably satisfactory to the Administrative Agent . For purposes of this Section8 . 15 , compliance with applicable foreign law with respect to the grant , creation and perfection of Liens on and security interests in the Collateral will not be required .


SECTION8.18 Further Assurances . Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents (subject to the Pari Passu Intercreditor Agreement and the Junior Lien Intercreditor Agreement) or the validity or priority of any such Lien, all at the expense of the Credit Parties. The Borrower also

SECTION8 . 18 Further Assurances . Execute any and all further documents , financing statements , agreements and instruments , and take all such further actions ( including the filing and recording of financing statements and other documents ) , which may be required under any Applicable Law , or which the Administrative Agent or the Required Lenders may reasonably request , to effectuate the transactions contemplated by the Loan Documents or to grant , preserve , protect or perfect the Liens created or intended to be created by the Security Documents ( subject to the Pari Passu Intercreditor Agreement and the Junior Lien Intercreditor Agreement ) or the validity or priority of any such Lien , all at the expense of the Credit Parties . The Borrower also


(3) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Borrower or any other Restricted Subsidiary ; provided, however, that:

( 3 ) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Borrower or any other Restricted Subsidiary ; provided , however , that :


(m) so long as no Default or Event of Default shall have occurred and be continuing or would exist after giving effect thereto, additional Restricted Payments in an amount not to exceed $100,000,000 if, at the time of the making of such Restricted Payment, and after giving pro forma effect thereto (including the incurrence of any Indebtedness to finance such payment), the Senior Secured Net Leverage Ratio is less than 4.00 to 1.00.< br/>

( m ) so long as no Default or Event of Default shall have occurred and be continuing or would exist after giving effect thereto , additional Restricted Payments in an amount not to exceed $ 100 , 000 , 000 if , at the time of the making of such Restricted Payment , and after giving pro forma effect thereto ( including the incurrence of any Indebtedness to finance such payment ) , the Senior Secured Net Leverage Ratio is less than 4 . 00 to 1 . 00 . & lt ; br / & gt ;


SECTION11.9 Collateral and Guaranty Matters.

SECTION11 . 9 Collateral and Guaranty Matters .


Wells Fargo Bank, National Association ---|---

Wells Fargo Bank , National Association - - - | - - -


(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to ArticleII if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Articleby electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i)notices and other communications sent to an e-mail address shall be deemed received upon the senders receipt of an acknowledgement from the intended recipient (such as by the return receipt requested function, as available, return e-mail or other written acknowledgement), and (ii)notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause(i)of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses(i)and (ii)above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

( b ) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication ( including e-mail and Internet or intranet websites ) pursuant to procedures approved by the Administrative Agent , provided that the foregoing shall not apply to notices to any Lender pursuant to ArticleII if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Articleby electronic communication . The Administrative Agent or the Borrower may , in its discretion , agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it , provided that approval of such procedures may be limited to particular notices or communications . Unless the Administrative Agent otherwise prescribes , ( i ) notices and other communications sent to an e-mail address shall be deemed received upon the senders receipt of an acknowledgement from the intended recipient ( such as by the return receipt requested function , as available , return e-mail or other written acknowledgement ) , and ( ii ) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause ( i ) of notification that such notice or communication is available and identifying the website address therefor ; provided that , for both clauses ( i ) and ( ii ) above , if such notice , email or other communication is not sent during the normal business hours of the recipient , such notice , email or other communication shall be deemed to have been sent at the opening of business on the next business day for the recipient .


SECTION12.6 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION12 . 6 Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY ( WHETHER BASED ON CONTRACT , TORT OR ANY OTHER THEORY ) . EACH PARTY HERETO ( A ) CERTIFIES THAT NO REPRESENTATIVE , AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED , EXPRESSLY OR OTHERWISE , THAT SUCH OTHER PERSON WOULD NOT , IN THE EVENT OF LITIGATION , SEEK TO ENFORCE THE FOREGOING WAIVER AND ( B ) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY , AMONG OTHER THINGS , THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION .


(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in Charlotte, North Carolina, a copy of each Assignment and Assumption and each Lender Joinder Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term Loan Commitment of, and principal amounts of (and stated interest on) the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the Register). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

( c ) Register . The Administrative Agent , acting solely for this purpose as a non-fiduciary agent of the Borrower , shall maintain at one of its offices in Charlotte , North Carolina , a copy of each Assignment and Assumption and each Lender Joinder Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders , and the Term Loan Commitment of , and principal amounts of ( and stated interest on ) the Term Loans owing to , each Lender pursuant to the terms hereof from time to time ( the Register ) . The entries in the Register shall be conclusive , absent manifest error , and the Borrower , the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement . The Register shall be available for inspection by the Borrower and any Lender ( but only to the extent of entries in the Register that are applicable to such Lender ) , at any reasonable time and from time to time upon reasonable prior notice .


(b) Electronic Execution of Assignments. The words execution, signed, signature, and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.< br/>

( b ) Electronic Execution of Assignments . The words execution , signed , signature , and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form , each of which shall be of the same legal effect , validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system , as the case may be , to the extent and as provided for in any Applicable Law , including the Federal Electronic Signatures in Global and National Commerce Act , the New York State Electronic Signatures and Records Act , or any other similar state laws based on the Uniform Electronic Transactions Act . & lt ; br / & gt ;


FTS INTERNATIONAL SERVICES, LLC , as Grantor

FTS INTERNATIONAL SERVICES , LLC , as Grantor


WELLS FARGO BANK, NATIONAL <sup> ASSOCIATION, as Administrative Agent, and Lender

WELLS FARGO BANK , NATIONAL < sup > ASSOCIATION , as Administrative Agent , and Lender


FOR VALUE RECEIVED, the undersigned, FTS International,Inc., a Delaware corporation (the Borrower), promises to pay to (the Lender), at the place and times provided in the Term Loan Agreement, the principal sum of DOLLARS ($) or, if less, the unpaid principal amount of all Term Loans made by the Lender pursuant to that certain Term Loan Agreement, dated as of April16, 2014 (as amended, restated, supplemented or otherwise modified, the Term Loan Agreement) by and among the Borrower, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement.

FOR VALUE RECEIVED , the undersigned , FTS International , Inc . , a Delaware corporation ( the Borrower ) , promises to pay to ( the Lender ) , at the place and times provided in the Term Loan Agreement , the principal sum of DOLLARS ( $ ) or , if less , the unpaid principal amount of all Term Loans made by the Lender pursuant to that certain Term Loan Agreement , dated as of April16 , 2014 ( as amended , restated , supplemented or otherwise modified , the Term Loan Agreement ) by and among the Borrower , the Lenders party thereto and Wells Fargo Bank , National Association , as Administrative Agent . Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement .


This irrevocable Notice of Borrowing is delivered to you pursuant to Section4.2 of the Term Loan Agreement dated as of April16, 2014 (as amended, restated, supplemented or otherwise modified, the Term Loan Agreement), by and among FTS International,Inc., a Delaware corporation (the Borrower), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement.

This irrevocable Notice of Borrowing is delivered to you pursuant to Section4 . 2 of the Term Loan Agreement dated as of April16 , 2014 ( as amended , restated , supplemented or otherwise modified , the Term Loan Agreement ) , by and among FTS International , Inc . , a Delaware corporation ( the Borrower ) , the Lenders party thereto and Wells Fargo Bank , National Association , as Administrative Agent . Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement .


This [irrevocable](1)Notice of Prepayment is delivered to you pursuant to Section[4.4(a)][4.4(b)] of the Term Loan Agreement dated as of April16, 2014 (as amended, restated, supplemented or otherwise modified, the Term Loan Agreement), by and among FTS International,Inc., a Delaware corporation (the Borrower), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement.

This [ irrevocable ] ( 1 ) Notice of Prepayment is delivered to you pursuant to Section [ 4 . 4 ( a ) ] [ 4 . 4 ( b ) ] of the Term Loan Agreement dated as of April16 , 2014 ( as amended , restated , supplemented or otherwise modified , the Term Loan Agreement ) , by and among FTS International , Inc . , a Delaware corporation ( the Borrower ) , the Lenders party thereto and Wells Fargo Bank , National Association , as Administrative Agent . Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement .