Common use of Backstop Commitment Fee Clause in Contracts

Backstop Commitment Fee. (a) To compensate the Backstop Parties for the risk of their undertakings herein, the Aquilex Parties shall pay to the Backstop Parties, in the aggregate and in accordance with the terms of the Restructuring Support Agreement, a backstop commitment fee (the “Backstop Commitment Fee”) in an amount equal to 4.0% of the sum of (i) the Aggregate Rights Offering Amount, (ii) the Noteholder Cash Option Amount, (iii) the Consent Payment Amount and (iv) the Plan Additional Units Purchase Price (in each case, assuming the full exercise of the applicable amounts and assuming, in the case of clause (ii), that 75% of the principal amount of the Senior Notes is held by holders of Senior Notes that are Eligible Holders and 25% of the principal amount of the Senior Notes is held by holders of Senior Notes that are not Eligible Holders), which Backstop Commitment Fee shall be equal to $3,631,753 and paid in the form of an immediate increase, on the date upon which the Company shall have received a fully underwritten commitment agreement for the DIP Facility, in the aggregate principal amount outstanding under the Bridge Facility in an amount equal to the Backstop Commitment Fee; provided that, in the event that any Backstop Party is not a lender under the Bridge Facility as of the date on which the Backstop Commitment Fee is paid, the lenders under the Bridge Facility will agree that the borrowers under the Bridge Facility may, and the Aquilex Parties that are parties to the Bridge Facility shall, issue and deliver notes (or other instruments) under the Bridge Facility to such non-lender Backstop Parties in an amount equal to such non-lender Backstop Party’s Total Commitment Percentage of the Backstop Commitment Fee. Pursuant to the terms of the Restructuring Support Agreement and, if necessary, the Plan, on the Effective Date, the aggregate principal amount outstanding under the Bridge Facility (including the Backstop Commitment Fee), together with all interest accrued thereon (provided that no interest shall accrue on the Backstop Commitment Fee), will be converted into the Bridge Units, which will be issued by the Company on the Effective Date.

Backstop Commitment Fee. The Backstop Commitment Fee means a nonrefundable aggregate premium equal to 10% of the aggregate amount of the Equity Rights Offering, excluding any oversubscription amounts, payable in, at the election of each Backstop Party, (a) To compensate Reorganized Common Equity or (b) Reorganized Preferred Equity, issued in each case at the Equity Rights Offering Value. The Backstop Commitment Fee shall be fully earned upon entry of an order approving the Backstop Commitment Agreement (other than by Backstop Parties who default in their obligations under the Backstop Commitment Agreement) and payable upon earlier of the consummation of the Plan and the termination of the Backstop Commitment Agreement. If the Backstop Commitment Agreement is terminated prior to the Effective Date for any reason other than the risk breach of their undertakings herein, the Aquilex Parties shall pay to the Backstop Parties, in the aggregate and in accordance with the terms of the Restructuring Support Agreement, a backstop commitment fee (the “Backstop Commitment Fee”) Fee shall be payable to the Backstop Parties in cash in an amount equal to 4.05% of the sum of (i) the Aggregate Rights Offering Amount, (ii) the Noteholder Cash Option Amount, (iii) the Consent Payment Amount and (iv) the Plan Additional Units Purchase Price (in each case, assuming the full exercise of the applicable amounts and assuming, in the case of clause (ii), that 75% of the principal aggregate amount of the Senior Notes is held by holders Equity Rights Offering, excluding any oversubscription amounts, within three (3) business days following the earlier of Senior Notes that are Eligible Holders and 25% of (a) the principal amount of the Senior Notes is held by holders of Senior Notes that are not Eligible Holders), which Backstop Commitment Fee shall be equal to $3,631,753 and paid in the form closing of an immediate increase, on Alternative Transaction and (b) the effective date upon which the Company of a chapter 11 plan; it being understood that a Backstop Party shall have received a fully underwritten commitment agreement for the DIP Facility, in the aggregate principal amount outstanding under the Bridge Facility in an amount equal not be entitled to the Backstop Commitment Fee; provided that, in the event that Fee under any circumstances if such Backstop Party is not a lender breaches the Backstop Commitment Agreement. If any of the Backstop Parties fails to satisfy its obligations under the Bridge Facility as Backstop Commitment Agreement and some or all of the date remaining Backstop Parties cure such breach, such curing Backstop Parties shall be entitled to payment of the applicable Backstop Commitment Fee and shall share such Backstop Commitment Fee on which a pro rata basis based on participation. To the extent that the Backstop Commitment Fee is paidpayable in cash, the lenders under the Bridge Facility will agree that the borrowers under the Bridge Facility mayit shall constitute an administrative expense claim against each Debtor, and the Aquilex Parties that are parties to the Bridge Facility shall, issue and deliver notes (or other instruments) under the Bridge Facility to such non-lender Backstop Parties in an amount equal to such non-lender Backstop Party’s Total Commitment Percentage of the Backstop Commitment Fee. Pursuant to the terms of the Restructuring Support Agreement and, if necessary, the Plan, on the Effective Date, the aggregate principal amount outstanding under the Bridge Facility (including the Backstop Commitment Fee), together which shall be pari passu with all interest accrued thereon (provided that no interest shall accrue on the Backstop Commitment Fee), will be converted into the Bridge Units, which will other administrative expenses. Reorganized Preferred Equity The Reorganized Preferred Equity may be issued by the Reorganized Company on the Effective Date. The Reorganized Preferred Equity shall bear an annual dividend of 10%, which shall be paid in kind in additional shares of Reorganized Preferred Equity, and such shares shall be fully convertible into shares of Reorganized Common Equity at the Equity Rights Offering Value, provided that all such terms and all other terms of the Reorganized Preferred Equity, including the issuance thereof, shall be subject in all respects to a Reorganized Equity term sheet to be agreed upon by the Required Backstop Parties, the Required Supporting Secured Noteholders, the Required Supporting Unsecured Noteholders and the Company.

Backstop Commitment Fee. Subject to the limitations contained below, the Backstop Commitment Fee means a nonrefundable aggregate premium equal to 10% of the aggregate amount of the Equity Rights Offering, excluding any oversubscription amounts, payable in, at the election of each Backstop Party, (a) To compensate Reorganized Common Equity or (b) Reorganized Preferred Equity. Subject to the limitations contained below, the Backstop Commitment Fee shall be fully earned upon entry of an order approving the Backstop Commitment Agreement (other than by Backstop Parties who default in their obligations under the Backstop Commitment Agreement) and payable upon earlier of the consummation of the Plan and the termination of the Backstop Commitment Agreement. If the Backstop Commitment Agreement is terminated prior to the Effective Date for any reason (other than a breach by the Backstop Parties for or if any of the risk conditions precedent set forth in sections 7.1(j) and (r) of their undertakings hereinthe Backstop Commitment Agreement are not met), the Aquilex Parties Backstop Commitment Fee shall pay be payable to the Backstop Parties, Parties in the aggregate and in accordance with the terms of the Restructuring Support Agreement, a backstop commitment fee (the “Backstop Commitment Fee”) cash in an amount equal to 4.05% of the sum of (i) the Aggregate Rights Offering Amount, (ii) the Noteholder Cash Option Amount, (iii) the Consent Payment Amount and (iv) the Plan Additional Units Purchase Price (in each case, assuming the full exercise of the applicable amounts and assuming, in the case of clause (ii), that 75% of the principal aggregate amount of the Senior Notes is held by holders Equity Rights Offering, including any oversubscription amounts, within three (3) business days following the earlier of Senior Notes that are Eligible Holders and 25% of (a) the principal amount of the Senior Notes is held by holders of Senior Notes that are not Eligible Holders), which Backstop Commitment Fee shall be equal to $3,631,753 and paid in the form closing of an immediate increase, on Alternative Transaction and (b) the effective date upon which the Company of a chapter 11 plan; it being understood that a Backstop Party shall have received a fully underwritten commitment agreement for the DIP Facility, in the aggregate principal amount outstanding under the Bridge Facility in an amount equal not be entitled to the Backstop Commitment Fee; provided that, in the event that Fee under any circumstances if such Backstop Party is breaches the Backstop Commitment Agreement or if any of the conditions precedent set forth in sections 7.1(j) and (r) of the Backstop Commitment Agreement are not a lender met. If any of the Backstop Parties fails to satisfy its obligations under the Bridge Facility as Backstop Commitment Agreement and some or all of the date remaining Backstop Parties cure such breach, such curing Backstop Parties shall be entitled to payment of the applicable Backstop Commitment Fee and shall share such Backstop Commitment Fee on which a pro rata basis based on participation. To the extent that the Backstop Commitment Fee is paidpayable in cash, the lenders under the Bridge Facility will agree that the borrowers under the Bridge Facility mayit shall constitute an administrative expense claim against each Debtor, and the Aquilex Parties that are parties to the Bridge Facility shall, issue and deliver notes (or other instruments) under the Bridge Facility to such non-lender Backstop Parties in an amount equal to such non-lender Backstop Party’s Total Commitment Percentage of the Backstop Commitment Fee. Pursuant to the terms of the Restructuring Support Agreement and, if necessary, the Plan, on the Effective Date, the aggregate principal amount outstanding under the Bridge Facility (including the Backstop Commitment Fee), together which shall be pari passu with all interest accrued thereon (provided that no interest shall accrue on the Backstop Commitment Fee), will be converted into the Bridge Units, which will be issued by the Company on the Effective Dateother administrative expenses.

Backstop Commitment Fee. (a) To compensate the Backstop Parties Equity Investors for the risk of their undertakings herein, the Aquilex Parties Company shall pay to the Backstop PartiesEquity Investors, in the aggregate and in accordance with the terms of the Restructuring Support AgreementPlan, on the Effective Date, a backstop commitment fee (the “Backstop Commitment Fee”) in an amount of such number of additional shares of New Common Stock equal to 4.06% of the sum of (i) the Aggregate Rights Offering Amount, (ii) the Noteholder Cash Option Amount, (iii) the Consent Payment Amount and (iv) the Plan Additional Units Purchase Price (in each case, assuming the full exercise of the applicable amounts and assuming, Shares eligible to be purchased in the case of clause Rights Offering (ii)the “Commitment Fee Shares”) provided that, that 75% of if the principal amount of Effective Date shall not occur and/or this Agreement is terminated prior to the Senior Notes is held by holders of Senior Notes that are Eligible Holders Effective Date in accordance with the provisions hereof, then the Backstop Commitment Fee shall not be paid and 25% of the principal amount of Company shall have no further liability with respect to the Senior Notes is held by holders of Senior Notes that are not Eligible Holders), which Backstop Commitment Fee. The Backstop Commitment Fee shall be equal to $3,631,753 and paid in the form of an immediate increase, on the date upon which the Company shall have received a fully underwritten commitment agreement for the DIP Facility, in the aggregate principal amount outstanding under the Bridge Facility in an amount equal to the Backstop Equity Investors on a ratable basis in accordance with their respective Total Commitment FeePercentages; provided thatprovided, in the event however, that any Backstop Party Equity Investor who is not a lender under the Bridge Facility as Defaulting Backstop Equity Investor shall be deemed to irrevocably waive any right or entitlement to any portion of the date on which the Backstop Commitment Fee is paid, the lenders under the Bridge Facility will agree that the borrowers under the Bridge Facility may, and the Aquilex Parties that are parties to the Bridge Facility shall, issue and deliver notes (or other instruments) under the Bridge Facility to such non-lender Backstop Parties in an amount equal to such non-lender Backstop Party’s Total Commitment Percentage portion of the Backstop Commitment Fee. Pursuant Fee otherwise payable to such Defaulting Backstop Equity Investor pursuant to its Total Commitment Percentage shall be paid to the terms Non-Defaulting Backstop Equity Investors on a pro rata basis based on the number of Default Shares (if any) such Non-Defaulting Backstop Equity Investors have elected to purchase pursuant to Section 1.2(b) over the Restructuring Support total number of Default Shares available. Subject to Section 1.3(b) and in accordance with the Agreement and, if necessaryOrder, the Plan, Backstop Commitment Fee shall be paid on the Effective Date, the aggregate principal amount outstanding under the Bridge Facility (including the Backstop Commitment Fee), together with all interest accrued thereon (provided that no interest shall accrue on the Backstop Commitment Fee), will be converted into the Bridge Units, which will be issued Date without any further action required of or entertained by the Company on the Effective DateBankruptcy Court.