Common use of Conditions Precedent/Effectiveness Conditions Clause in Contracts

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if any; (c) Agent shall have received a Guaranty, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy of the Asset Transfer Agreement; (f) Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or Event of Default shall have occurred and be continuing under the Loan Agreement.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if any; (c) Agent shall have received a Guaranty, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy satisfaction of each of the Asset Transfer Agreement; following conditions (f) Agent shall have received a copy of the resolutions all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery ’s counsel): (a) Administrative Agent shall have received this Amendment duly executed by Lenders and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantorall Loan Parties; (gb) Administrative Agent shall have received an amended and restated revolving credit note in the amount of $75,000,000, duly executed by each Borrower in favor of PNC Bank, National Association (the “A&R Note”), which shall be deemed a “Note” under the Credit Agreement; (c) Administrative Agent shall have received the results of updated UCC, tax lien, and judgment searches against each Borrower; (d) Administrative Agent shall have received a certificate certified by the secretary or manager of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guarantyeach Borrower, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by and authorizing resolutions of each Borrower authorizing the Secretary execution of such Borrowerthis Amendment and the A&R Note; (ie) Administrative Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate certified by the secretary or manager of good standing or equivalent certification in the jurisdiction each Borrower certifying that each Borrower’s Certificate of formation of New GuarantorFormation and Operating Agreement has not changed since such documents were last delivered to Administrative Agent; (jf) Agent shall have received the results of UCCAfter giving effect to this Amendment, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No no Default or Event of Default shall have occurred and be continuing under continuing; (g) Execution and/or delivery of all other agreements, instruments and documents requested by Agent to effectuate and implement the terms hereof; and (h) Loan AgreementParties shall have paid or reimbursed Administrative Agent for its reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if any; (c) Agent shall have received a Guaranty, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy satisfaction of each of the Asset Transfer Agreement; following conditions (f) Agent shall have received a copy of the resolutions all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery ’s counsel): (a) Administrative Agent shall have received this Amendment duly executed by Lenders and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantorall Loan Parties; (gb) Administrative Agent shall have received a (i) revolving credit note in the amount of $15,000,000 payable to the order of Beneficial Bank, (ii) a revolving credit note in the amount of $15,000,000 payable to the order of Xxxxxxx Bank, National Association, and (iii) a revolving credit note in the amount of $10,000,000 payable to the order of First Niagara Bank, N.A., each duly executed by each Borrower (the “New Notes”), each of which shall each be deemed a “Note” under the Credit Agreement; (c) Administrative Agent shall have received Lender Joinder and Assumption Agreements with respect to the joinder of each of Beneficial Bank and Xxxxxxx Bank, National Association, as Lenders; (d) Administrative Agent shall have received an Assignment and Assumption Agreement with respect to First Niagara Bank, N.A.; (e) Administrative Agent shall have received the results of updated UCC, tax lien, and judgment searches against each Borrower; (f) Administrative Agent shall have received a certificate certified by the secretary or manager of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guarantyeach Borrower, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by and authorizing resolutions of each Borrower authorizing the Secretary execution of such Borrowerthis Amendment and the New Notes; (ig) Administrative Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate certified by the secretary or manager of good standing or equivalent certification in the jurisdiction each Borrower certifying that each Borrower’s Certificate of formation of New GuarantorFormation and Operating Agreement has not changed since such documents were last delivered to Administrative Agent; (jh) Agent shall have received the results of UCCAfter giving effect to this Amendment, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No no Potential Default or Event of Default shall have occurred and be continuing under continuing; (i) Execution and/or delivery of all other agreements, instruments and documents requested by Agent to effectuate and implement the terms hereof; and (j) Loan AgreementParties shall have paid or reimbursed Administrative Agent for its reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”) (all documents to be in form and substance reasonably satisfactory to Agent and Agent’s counsel): (a) Agent shall have received this Amendment fully executed by the Borrowers;. (b) Agent shall have received updated schedule to the Loan Agreement, if any;an Amended and Restated Revolving Credit Note fully executed by Rand Subsidiary. (c) Agent shall have received a GuarantyPledge Agreement pursuant to which the Equity Interests of Joining Borrower are pledged to Agent by Rand Worldwide, fully executed by Inc., a Delaware corporation, (“Rand Worldwide”) as security for the New Guarantor;Obligations. (d) Agent shall have received a Pledge AgreementJoining Borrower’s state certified Certificate of Incorporation and Joining Borrower’s Bylaws, fully executed certified by the New Guarantor;an officer of Joining Borrower. (e) Agent shall have received a copy of the Asset Transfer Agreement;an incumbency certificate for Joining Borrower identifying all authorized officers with specimen signatures. (f) Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the board of directors directors, managers or managers members of New Guarantoreach Borrower, as applicable, authorizing the executionexecution and delivery of, delivery and the performance of such Borrower’s obligations under, this Amendment, the Guaranty, Amendment and any related agreements, instruments, or documents to which New Guarantor is a party, in each case certified by an officer of such Borrower, as of the Secretary Effective Date; and each such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or an Assistant Secretary rescinded as of New Guarantor;the date of such certificate. (g) Agent shall have received a certificate the results of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency Uniform Commercial Code, judgment and signature state and federal tax lien searches against Joining Borrower showing no Liens on any of the officers assets or property of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary;Joining Borrower. (h) Agent shall have received an incumbency a good standing certificate for each Joining Borrower identifying all authorized officers with specimen signaturesdated not more than thirty (30) days prior to the date of this Amendment, certified issued by the Secretary of such State of the jurisdiction of incorporation of Joining Borrower;. (i) Agent shall have received copies an opinion from Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP concerning Joining Borrower and its execution, delivery and performance of the bylaws Loan Agreement and memorandum the Other Documents to which it shall be party, satisfactory to Agent and dated as of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor;Fourth Amendment Closing Date. (j) Agent shall have received the results of UCCsuch other agreements, tax lien, and judgment searches against New Guarantor; (k) documents or information as requested by Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or Event of Default shall have occurred and be continuing under the Loan Agreementin its reasonable discretion.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”) (all documents to be in form and substance reasonably satisfactory to Agent and Agent’s counsel): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to an Amended and Restated Revolving Credit Note in the Loan Agreementoriginal principal amount of $7,500,000, if anyexecuted by Palm Coast, FulCircle, Palm Holding, and Kable Staffing in favor of PNC (the “A&R Note”); (c) Agent shall have received a Guaranty, fully Collateral Pledge Agreement executed by the New GuarantorStaffing Holdco pledging 100% of its ownership interest in Kable Staffing; (d) Agent shall have received a Pledge Agreement, fully executed by Letter of Credit cash collateral in the New Guarantoramount of $105,601.98 with respect to the Letter of Credit issued to Kable Distribution; (e) Agent Borrowers shall have received a copy provided evidence satisfactory to Agent that all intercompany balances in favor of the Asset Transfer Agreementany Sold Entity have been offset, released, or paid in full, and all Advances relating to any Sold Entity, have been paid in full; (f) Agent shall have received a copy updated insurance certificates evidencing that adequate property and liability insurance is in full force and effect, including each of the resolutions in form and substance reasonably satisfactory to AgentPalm Coast, of the board of directors or managers of New GuarantorFulCircle, authorizing the execution, delivery and performance of this Amendment, the GuarantyPalm Holding, and any related agreements, instruments, or documents to which New Guarantor is Kable Staffing as a party, certified by the Secretary or an Assistant Secretary of New Guarantornamed insured; (g) Agent shall have received a certificate copy of the Secretary Staffing Holdco’s (i) organization documents, certified as of a recent date by Staffing Holdco’s secretary (or an Assistant Secretary other appropriate officer) and (ii) bylaws certified as of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, a recent date by Staffing Holdco’s secretary (or documents to which New Guarantor is a partyother appropriate officer), together with evidence a certificate of good standing, existence or fact in the incumbency State of such Secretary or Assistant SecretaryDelaware and in each jurisdiction in which Staffing Holdco is qualified to do business, each dated within thirty (30) days from the date of this Amendment; (h) Agent shall have received an incumbency certificate a certified copy of resolutions or written consents of Staffing Holdco’s board of directors authorizing the execution, delivery and performance of the Collateral Pledge Agreement, for each Borrower identifying all authorized the benefit of Lenders, as security for the Obligations, and designating the appropriate officers with specimen signatures, certified by to execute and deliver the Secretary of such BorrowerCollateral Pledge Agreement and any other agreements to which Staffing Holdco is a party; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing Staffing Holdco’s secretary (or equivalent certification in other appropriate officer) as to the jurisdiction incumbency and signatures of formation officers of New GuarantorStaffing Holdco signing the Collateral Pledge Agreement and any other agreements to which Staffing Holdco is a party; (j) Payment by Borrowers to Agent, in immediately available funds of an amendment fee in an amount equal to $5,000, which amendment fee shall be fully earned by Agent shall have received and non-refundable upon the results effectiveness of UCC, tax lien, and judgment searches against New Guarantorthis Amendment; (k) Agent shall have received an opinion fully executed copies of counsel of New Guarantorthe Purchase Agreement and related documents, instruments, and agreements; (l) All documents, instruments and information required to be delivered hereunder shall be in form and substance reasonably satisfactory to Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insuranceAgent’s counsel; (m) Agent shall have received such other documents as Agent or counsel to Agent may reasonably satisfactory evidence that the Guarantor Restructuring shall be consummatedrequest; and (n) No Default or Event of Default shall have occurred and be continuing under continuing, both prior and after giving effect to the Loan Agreementterms of this Amendment.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be become effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”):precedent: (a) Agent shall have received this Amendment fully Amendment, duly authorized, executed and delivered by the BorrowersIssuer, Holdings, each of the other Note Parties and the Required Purchasers; (b) Agent shall have received updated schedule a final executed copy of (i) an amendment to the Loan AgreementIntercreditor Agreement consistent with the provisions of this Amendment (the “First Intercreditor Amendment”) and (ii) the Revolving Credit Amendment, if anyin each case in form and substance satisfactory to Agent and the Purchasers; (c) Agent shall have received a Guaranty, fully final executed by copy of the New GuarantorIntercompany Subordinated Note in form and substance satisfactory to Agent and the Purchasers; (d) Agent Issuer shall have received a Pledge Agreement(x) paid or reimbursed the Agent and the Purchasers for their respective reasonable attorneys’ fees and expenses in connection with the preparation, fully executed by negotiation and execution of this Amendment and the New Guarantor;documents provided for herein or related hereto and (y) paid the Agent, for the ratable benefit of the Purchasers, an amendment fee equal to 0.25% of the outstanding principal amount of the Notes; and (e) Agent All representations, warranties and schedules set forth in or annexed to the Note Purchase Agreement or this Amendment (other than any representation, warranty or schedule that was made as of an earlier date or is only required to be true and correct as of an earlier date, in which case each such representation, warranty or schedule shall have received a copy be true and correct in all material respects as of such earlier date) shall be true and correct in all material respects on and as of the Asset Transfer Agreement; effective date hereof (fexcept to the extent any such representation, warranty or schedule is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation, warranty or schedule (after giving effect to any qualification therein) Agent shall have received a copy of the resolutions be true and correct in form and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guarantyall respects), and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No no Default or Event of Default shall have occurred and be continuing under on the Loan Agreementeffective date hereof.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if any; (c) Agent shall have received a Guaranty, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy satisfaction of each of the Asset Transfer Agreement; following conditions (f) Agent shall have received a copy of the resolutions all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery ’s counsel): (a) Administrative Agent shall have received this Amendment duly executed by Lenders and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantorall Loan Parties; (gb) Administrative Agent shall have received (i) an amended and restated revolving credit note in the amount of $50,000,000 payable to the order of PNC Bank, National Association, and (ii) a revolving credit note in the amount of $25,000,000 payable to the order of Citizens Bank, N.A., each duly executed by each Borrower (the “New Notes”), which shall each be deemed a “Note” under the Credit Agreement; (c) Administrative Agent shall have received the results of updated UCC, tax lien, and judgment searches against each Borrower; (d) Administrative Agent shall have received a certificate certified by the secretary or manager of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guarantyeach Borrower, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by and authorizing resolutions of each Borrower authorizing the Secretary execution of such Borrowerthis Amendment and the New Notes; (ie) Administrative Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate certified by the secretary or manager of good standing or equivalent certification in the jurisdiction each Borrower certifying that each Borrower’s Certificate of formation of New GuarantorFormation and Operating Agreement has not changed since such documents were last delivered to Administrative Agent; (jf) Agent shall have received the results of UCCAfter giving effect to this Amendment, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No no Default or Event of Default shall have occurred and be continuing under continuing; (g) Execution and/or delivery of all other agreements, instruments and documents requested by Agent to effectuate and implement the terms hereof; and (h) Loan AgreementParties shall have paid or reimbursed Administrative Agent for its reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”) (all documents, instruments and information required to be delivered hereunder shall be in form and substance satisfactory to Agent and Agent’s counsel): (a) Agent shall have received this Amendment fully executed by the BorrowersBorrowers and Guarantors; (b) Agent shall have received updated schedule the Supplement to the Loan Agreement, if anySchedules; (c) Agent shall have received a GuarantyThird Amended, Restated and Consolidated Revolving Credit Note (the “Amended and Restated Note”) fully executed by the New GuarantorBorrowers; (d) Agent shall have received a Pledge Agreement, fully executed by the New GuarantorQuarles Acquisition Documents; (e) Agent shall have received a copy Uniform Commercial Code and federal tax lien searches against Joining Borrower and Qxxxxxx showing no Liens on any of the Asset Transfer AgreementCollateral, other than Permitted Encumbrances; (f) Agent shall have received evidence that Joining Borrower was added as a copy of the resolutions in form named insured to Borrowers’ casualty, liability, property and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantorenvironmental insurance policies; (g) Agent shall have received a good standing certificate for Joining Borrower dated not more than 30 days prior to the date of this Amendment, issued by the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature State of the officers Joining Borrower’s jurisdiction of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretaryformation; (h) Agent shall have received an a secretary and incumbency certificate for each Joining Borrower identifying all authorized officers with specimen signatures, certified by the Secretary organizational documents of such Joining Borrower, and authorizing resolutions of Joining Borrower authorizing the execution of this Amendment, the Amended and Restated Note and the transactions contemplated herein; (i) Agent shall have received certified copies of the bylaws Joining Borrower’s Certificate of Formation and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New GuarantorLimited Liability Company Agreement; (j) Agent shall have received the results executed legal opinion of UCCMaury Bricks, tax lienEsquire, in form and judgment searches against New Guarantorsubstance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment, the Amended and Restated Note, the Other Documents and related agreements as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (k) Agent Since December 31, 2021, there shall not have received an opinion occurred any event, condition or state of counsel of New Guarantorfacts which could reasonably be expected to have a Material Adverse Effect; (l) Agent shall have received updated certificates payment of insurance naming New Guarantor as an additional insured with respect all fees, costs, expenses and other amounts required to liability insurance and lender loss payee with respect to property insurance;be paid by Borrowers; and (m) Agent shall have received such other documents as Agent or counsel to Agent may reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or Event of Default shall have occurred and be continuing under the Loan Agreementrequest.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be become effective upon the date of satisfaction of all of the following conditions precedent (the date of such satisfaction, the “Effective Date”): (a) Agent shall have received this Amendment fully Amendment, duly authorized, executed and delivered by each Borrower, Holdings and Xxxxx Frac GP, together with the Borrowersupdated disclosure schedules referred to in Section 1(b) of this Amendment; (b) Agent PNC shall have received updated schedule to an Amended and Restated Revolving Credit Note in the Loan Agreementamount of $100,000,000, if anyduly authorized, executed and delivered by each Borrower; (c) Agent shall have received a Guarantyfinal executed copy of the Fourth Amendment to the Note Purchase Agreement, fully in form and substance reasonably satisfactory to Agent and Lenders, executed and delivered by the New GuarantorNotes Agent, the necessary Notes Purchasers and Intermediate Holdco II; (d) Agent shall have received (i) a Pledge final executed copy of the Term Loan Agreement, fully executed the terms and conditions of which shall be substantially the same as those set forth in the Commitment Letter and related term sheet issued to Holdings on January 25, 2016 by the New GuarantorTerm Loan Agent on behalf of the Term Loan Lenders, or otherwise reasonably satisfactory to Agent and Lenders, and (ii) final executed copies of all other material Term Loan Documents to be executed or delivered on the Third Amendment Closing Date, the terms and conditions of which shall be reasonably satisfactory to Agent and Lenders and, in conjunction with the foregoing, the transactions contemplated to occur under the Term Loan Agreement on the Third Amendment Closing Date shall have been consummated in accordance with the terms thereof, including without limitation the receipt by Frac of net cash proceeds of the Term Loan in an aggregate amount of not less than $100,000,000; (e) Agent shall have received a final executed copy of the Asset Transfer AgreementTrican Purchase Agreement (including all material documents, agreements, exhibits and schedules executed or delivered in connection therewith), none of the terms or provisions thereof shall have been modified in any respect materially adverse to the Lenders, all of the conditions precedent to its effectiveness shall have been satisfied or waived by the appropriate Persons and the transactions contemplated to occur thereunder on the Effective Date shall have been consummated in accordance with the terms thereof; (f) The Capital Infusion shall have occurred and in connection therewith the Borrowers shall have received the net cash proceeds thereof in an aggregate amount of not less than $200,000,000; (g) Since October 31, 2015, no event or development shall have occurred which shall have had, or would be reasonably likely to have, a Seller Material Adverse Effect (as defined in the Trican Purchase Agreement); (h) After giving effect to the consummation of the Third Amendment Transactions, the sum of (i) Undrawn Availability, calculated on a combined basis for all Borrowers (and, for the avoidance of doubt, calculated after giving effect to Special Reserve A and Special Reserve B) and reflected in a Borrowing Base Certificate (dated on or about the Third Amendment Closing Date, but in any event dated no earlier than the last day of the month preceding the Third Amendment Closing Date), which shall be in form and substance reasonably satisfactory to the Agent and delivered to the Agent on the Third Amendment Closing Date, plus (ii) the aggregate amount of unrestricted cash of all Borrowers, to the extent, in each case, that such cash is then on deposit in a demand deposit account maintained by the applicable Borrower with PNC Bank, National Association, shall be not less than $100,000,000 in the aggregate; (i) The Intercreditor Agreement, which shall contain terms and conditions reasonably satisfactory to the Agent, shall have been executed and delivered by all parties thereto, and conformed in writing by all Loan Parties; (j) The Agent shall have received payment, in cash, for the ratable benefit of the Lenders, of a non-refundable Closing Fee in the amount of $1,500,000 (less the balance, if any, of the $80,000 Commitment Fee, to the extent paid by the Borrowers to the Agent for the ratable benefit of the Lenders prior to the date of this Amendment), and the Borrowers hereby irrevocably authorize the Agent to charge the amount of such Closing Fee to the Borrowers’ Account in payment thereof; (k) Receipt by Agent of an officer’s certificate for each Loan Party certifying as of the date hereof: (i) as true and correct a copy of the resolutions in form and substance reasonably satisfactory to AgentAgent adopted by the Board of Managers, Managing Member, or General Partner (as applicable) of the board of directors or managers of New Guarantor, such entity approving and authorizing the execution, delivery and performance by such entity of this AmendmentAmendment and all other agreements, instruments or other documents required hereby, including without limitation the amended and restated Revolving Credit Note referenced in Section 3(b) hereof (collectively, the Guaranty“Amendment Documents”) to which such entity is a party and of the transactions contemplated herein and therein, and any related agreementsalso certifying that such resolutions are in full force and effect and have not be amended, instrumentsmodified, revoked or rescinded, (ii) that there have been no amendments, supplements, or other modifications to the certificate of limited partnership, certificate of formation, partnership agreement or operating agreement, as applicable, or other applicable documents relating to such entity’s formation or to the conduct of the business of such entity since the Closing Date and that the copies of such organizational documents of such entity delivered to Agents on such date as a part of the “officers certificate” are true, correct and complete copies of such organizational documents of such entity as currently in full force and effect on the date hereof (or, if any such amendments, supplements or modifications have been made since the Closing Date, attaching and certifying true, complete and correct copies of such organizational documents as in effect on the date hereof), and (iii) the names and signatures of the officers of such entity authorized to execute and deliver this Amendment and any Amendment Documents to which New Guarantor such entity is a party, certified by the Secretary or an Assistant Secretary party on behalf of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as such entity pursuant to the incumbency resolutions referenced in clause (i) above (and such certificate shall be countersigned by another applicable officer of such entity (or its general partner or managing member) certifying the name, office and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency officer of such Secretary entity (or Assistant Secretary; (hits general partner or managing member) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of delivering such Borrower; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantorcertificate); (l) Receipt by Agent of a legal opinion from Xxxxxxx, Xxxx & Xxxxx LLP and local Pennsylvania counsel to Frac in form and substance satisfactory to Agent which shall have received updated certificates cover such matters relating to the execution, delivery and enforceability of insurance naming New Guarantor as this Amendment and the other Amendment Documents (and of the Amended Credit Agreement) and otherwise complying with the requirements of Section 2.24 of the Credit Agreement in connection with an additional insured with respect to liability insurance and lender loss payee with respect to property insuranceincrease by a Lender of its Commitment Amount thereunder; (m) Agent shall have received reasonably satisfactory evidence that All of the Guarantor Restructuring representations and warranties contained in this Amendment shall be consummatedtrue and correct in all material respects (except to the extent any such representation or warranty is already qualified as to materiality, Material Adverse Effect or similar language, in which case each such representation or warranty (after giving effect to any qualification therein) shall be true and correct in all respects) on and as of the date hereof; and (n) No Default or Event of Default shall have occurred and be continuing under on the Loan Agreementdate hereof.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all occurrence of the following conditions precedent precedent, each in form and substance satisfactory to Agent (the “Effective Date”): (a) Agent shall have received Agent’s receipt of this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule Agent’s receipt of a fully executed amendment to the GACP Loan Agreement, if any; (c) Agent shall have received Agent’s receipt a Guaranty, fully executed by amendment to the New GuarantorIntercreditor Agreement; (d) Agent shall have received a Pledge Agreement, Agent’s receipt of fully executed by the New GuarantorAmended and Restated Term Loan Notes (“Notes”); (e) Agent shall have received a copy Agent’s receipt, for the benefit of the Asset Transfer AgreementLenders, of an amendment fee in the amount of $175,000, in immediately available funds, which fee shall be fully earned as of the date of this Amendment, non-refundable and not subject to pro-ration; (f) Agent shall have received a copy of the resolutions in form secretary and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified a certificate of no change to the organizational documents of each Borrower, and authorizing resolutions of each Borrower authorizing the execution of this Amendment and the Notes and the transactions contemplated herein; (g) Agent shall have received the executed legal opinion of Dxxxx Xxxxxxx, Esq., in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (h) Agent shall have received Uniform Commercial Code, judgment and state and federal tax lien searches against Borrowers showing no Liens on any of the Secretary of such BorrowerCollateral, other than Permitted Encumbrances; (i) Agent shall have received copies a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the bylaws Effective Date, stating that (i) all representations and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification warranties set forth in the jurisdiction Loan Agreement and the Other Documents are true and correct in all material respects on and as of formation such date after giving effect to the updated schedules, except to the extent such representation or warranty was expressly made as of New Guarantor; an earlier date, in which case, such representation and warranty was true and correct in all material respects on and as of such earlier date, (jii) Agent shall have received each Borrower is on such date in compliance in all material respects with all the results of UCC, tax lien, terms and judgment searches against New Guarantor; provisions set forth in the Loan Agreement and the Other Documents and (kiii) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No on such date no Default or Event of Default shall have has occurred and be continuing under the Loan Agreementor is continuing; and (j) Agent’s receipt of such other documents as Agent or counsel to Agent may reasonably request.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”) (all documents to be in form and substance reasonably satisfactory to Agent and Agent’s counsel): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to an Amended and Restated Revolving Credit Note in the Loan Agreementoriginal principal amount of $5,000,000, if anyexecuted by Palm Coast, FulCircle, and Palm Holding in favor of PNC (the “A&R Note”); (c) Payment by Borrowers to Agent, in immediately available funds of an amendment fee in an amount equal to $5,000, which amendment fee shall be fully earned by Agent shall have received a Guaranty, fully executed by and non-refundable upon the New Guarantoreffectiveness of this Amendment; (d) Agent shall have received a Pledge Agreement, fully executed by copies of the New GuarantorPurchase Agreement and related documents, instruments, and agreements; (e) Agent shall have received a copy an amended and restated version of the Asset Transfer AgreementAXXX Note in which the maturity date under such note is extended to a date which is not less than ninety (90) days beyond the end of the Term; (f) Agent Borrowers shall have received a copy of the resolutions provided evidence satisfactory to Agent that all intercompany balances payable to Kable Staffing from any other Borrower have been offset, released, or paid in full, and all Advances relating to Kable Staffing, have been paid in full; (g) All documents, instruments and information required to be delivered hereunder shall be in form and substance reasonably satisfactory to Agent and Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary’s counsel; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower; (i) other documents as Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) counsel to Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received may reasonably satisfactory evidence that the Guarantor Restructuring shall be consummatedrequest; and (ni) No Default or Event of Default shall have occurred and be continuing under continuing, both prior and after giving effect to the Loan Agreementterms of this Amendment.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all the conditions set forth in Section 15 below as well as completion of the following conditions precedent (the “Effective Date”all documents to be in form and substance satisfactory to Agent and Agent's counsel): (a) Agent shall have received this Amendment fully executed paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to Agent's satisfaction to evidence the form of such policies to be delivered with respect to each Mortgage), in standard ALTA form, issued by a title insurance company satisfactory to Agent, each in an amount equal to not less than the Borrowersfair market value of the Mortgaged Properties subject to the Mortgage, insuring the Mortgages create a valid Lien on the Mortgaged Properties with no exceptions which Agent shall not have approved in writing and no survey exceptions; (b) Agent Borrowers shall have received updated schedule demonstrate, after giving effect to the Loan AgreementAdvances hereunder, if anyUndrawn Availability of at least $8,000,000; (c) The receipt by Agent shall have of each Lender's Commitment Percentage of the Revolving Advances and the Term Loan (in an aggregate amount equal to Fifty Million Dollars ($50,000,000)) pursuant to those certain commitments received a Guaranty, fully executed by from the New Guarantor;additional lenders; and (d) Agent shall have received a Pledge all fees which are payable to Agent or to the Lenders as required by the Loan Agreement, fully executed this Amendment or any fee letter entered into by the New Guarantor; Borrowers and Agent. In addition, failure to provide Agent, within ninety (e90) Agent shall have received a copy days of the Asset Transfer Agreement; (f) Agent shall have received a copy date of the resolutions this Amendment, executed landlord waivers and mortgagee waivers from each landlord and/or mortgagee of Borrowers, each in form and substance reasonably satisfactory to AgentAgent and its counsel, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or an Event of Default shall have occurred and be continuing under the Loan AgreementAgreement and Agent may waive such an Event of Default only with the consent of Lenders holding one hundred percent (100%) of the Advances, or if no Advances are outstanding one hundred percent (100%) of the Commitment Percentages.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”) (all documents, instruments and information required to be delivered hereunder shall be in form and substance satisfactory to Agent and Agent’s counsel): (a) Agent shall have received this Amendment fully executed by the BorrowersBxxxxxxxx and Guarantors; (b) Agent shall have received updated schedule the Supplement to the Loan Agreement, if anySchedules; (c) Agent shall have received a GuarantyFourth Amended, Restated and Consolidated Revolving Credit Note (the “Amended and Restated Note”) fully executed by the New GuarantorBorrowers; (d) Agent shall have received a Pledge an amended and restated Intercompany Subordination Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy of the Asset Transfer Pride Acquisition Agreement; (f) Agent shall have received a copy Uniform Commercial Code and federal tax lien searches against each Joining Borrower showing no Liens on any of the resolutions in form Collateral, other than Permitted Encumbrances and substance Liens released upon the closing of the Pride Acquisition pursuant to a payoff letter reasonably satisfactory acceptable to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received evidence that each Joining Bxxxxxxx was added as a certificate of the Secretary or an Assistant Secretary of New Guarantor as named insured to the incumbency Borrowers’ casualty, liability, property and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretaryenvironmental insurance policies; (h) Agent shall have received an a good standing certificate for each Joining Borrower dated not more than 30 days prior to the date of this Amendment, issued by the Secretary of State of such Joining Borrower’s jurisdiction of formation; (i) Agent shall have received a secretary and incumbency certificate for each Joining Borrower identifying all authorized officers with specimen signatures, certified by the Secretary organizational documents of such Joining Borrower; (i) Agent shall have received copies , and authorizing resolutions of such Joining Borrower authorizing the bylaws execution of this Amendment, the Amended and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in Restated Note and the jurisdiction of formation of New Guarantortransactions contemplated herein; (j) Agent shall have received the results certified copies of UCC, tax lien, each Joining Borrower’s Certificate of Formation and judgment searches against New GuarantorLimited Liability Company Agreement; (k) Agent shall have received an the executed legal opinion of Mxxxx Xxxxxx, Esquire, in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment, the Amended and Restated Note, the Other Documents and related agreements as Agent may reasonably require and each Joining Borrower hereby authorizes and directs such counsel of New Guarantorto deliver such opinions to Agent and Lxxxxxx; (l) Agent Since December 31, 2021, there shall not have received updated certificates occurred any event, condition or state of insurance naming New Guarantor as an additional insured with respect facts which could reasonably be expected to liability insurance and lender loss payee with respect to property insurancehave a Material Adverse Effect; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall payment of all fees, costs, expenses and other amounts required to be consummatedpaid by Borrowers; and (n) No Default or Event of Default Agent shall have occurred and be continuing under the Loan Agreementreceived such other documents as Agent or counsel to Agent may reasonably request.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all each of the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule all documents to the Loan Agreement, if any; (c) Agent shall have received a Guaranty, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy of the Asset Transfer Agreement; (f) Agent shall have received a copy of the resolutions be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent’s counsel): (a) Administrative Agent shall have received this Amendment duly executed by Lenders, of the Borrowers, the Guarantors, the UK Guarantors and API Limited; (b) Administrative Agent shall have received evidence satisfactory to Administrative Agent that the board of directors or managers equivalent governing body of New Guarantor, authorizing each API Entity has approved the execution, delivery and performance commencement of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New GuarantorAPI Wind-Up Process; (gc) Administrative Agent shall have received each of the agreements and documents (all fully executed, as applicable) listed on the Closing Checklist attached hereto as Exhibit A; (d) The Loan Parties shall have (i) paid the Amendment Fee and (ii) paid and/or reimbursed Administrative Agent for all of its fees and expenses incurred in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto, including without limitation the fees and expenses of its counsel and FTI Consulting, Inc., as its financial advisor, incurred through the Fifth Amendment Effective Date; (e) Administrative Agent shall have received a certificate thirteen week cash flow analysis and projections for the API Entities for the period beginning with the week of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Fifth Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant SecretaryEffective Date; (hf) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signaturesAfter giving effect to this Amendment, certified by the Secretary of such Borrower; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No no Potential Default or Event of Default shall have occurred and be continuing under continuing; (g) The representations and warranties set forth herein must be true and correct in all material respects; and (h) Execution and/or delivery of all other agreements, instruments and documents requested by Administrative Agent to effectuate and implement the Loan Agreementterms hereof.

Conditions Precedent/Effectiveness Conditions. This Amendment Assumption shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”):upon: (a) Agent shall have received execution and delivery of this Amendment fully executed Assumption by the Borrowersall parties hereto; (b) Agent shall have received updated schedule delivery by Borrowers of the Amended and Restated Schedules to the Loan AgreementCredit Agreement to be attached hereto as Annex I, if anywhich shall be acceptable to Agent and Lenders; (c) Agent shall have received execution and delivery by each Borrower (including each Joining Borrower) of a Guaranty, fully executed by the New GuarantorFourth Amended and Restated Revolving Loan Note; (d) Agent shall have received execution and delivery by CardioNet of a Pledge Agreement, fully to be substantially similar to the Existing Pledge Agreement executed by CardioNet on the New GuarantorClosing Date, with respect to the equity interests of the MedNet Companies, and evidence of delivery of the stock certificates (together with appropriate instruments of transfer executed in blank) representing such equity interests to the Bancorp Agent; (e) Agent shall have received a copy execution and delivery of the Asset Transfer Bancorp Intercreditor Agreement, to be in form and substance acceptable to Agent in its discretion, by the parties thereto and delivery of an Acknowledgement thereto, to be in form and substance acceptable to Agent in its discretion, signed by each Borrower; (f) Receipt by Agent shall have received of UCC and other Lien searches acceptable to Agent in its discretion with respect to Joining Borrowers as necessary to confirm to the satisfaction of Agent that there are no Liens on any of the assets of Joining Borrowers other than Permitted Encumbrances; (g) Delivery to Agent, and the reasonable approval by Agent and its counsel thereof, of copies of the final executed Bancorp Credit Documents, as well as evidence reasonably satisfactory to Agent of the closing and consummation of the transactions contemplated thereby (including the refinancing and repayment of, and termination of, the prior existing “Bancorp Indebtedness” and “Bancorp Loan Documents”, each as defined in the MedNet Consent); (h) Receipt by Agent of an officer’s certificate for each Borrower (specifically including Joining Borrowers) certifying as of the date hereof: (i) as true and correct a copy of the resolutions in form and substance reasonably satisfactory to AgentAgent adopted by the Board of Directors or Managers, Managing Member, or other similar governing body or Person (as applicable) of such Borrower approving and authorizing the board of directors or managers of New Guarantor, authorizing transactions contemplated by this Assumption and the execution, delivery and performance by such entity of this AmendmentAssumption and all other agreements, instruments or other documents required hereby, including without limitation the Fourth Amended and Restated Revolving Loan Note (collectively, the Guaranty“Assumption Documents”) to which such entity is or will be a party and of the transactions contemplated herein and therein, and any related agreementsalso certifying that such resolutions are in full force and effect and have not be amended, instrumentsmodified, revoked or rescinded, (ii) (A) in the case of each Joining Borrowers, as true, complete and correct copies of the Organizational Documents of such Joining Borrower as in effect on the date hereof, and (B) in the case of each Existing Borrower, that there have been no amendments, supplements, or documents other modifications to the Organizational Documents of such Existing Borrower since September 6, 2013, and that the copies of such Organizational Documents of such Existing Borrower delivered to Agent on September 6, 2013 as a part of the “officer’s certificate” delivered by such Existing Borrower on September 6, 2013 are true, correct and complete copies of such Organizational Documents of such Borrower as currently in full force and effect on the date hereof (or, if any such amendments, supplements or modifications have been made since September 6, 2013, attaching and certifying true, complete and correct copies of such Organizational Documents of such Existing Borrower as in effect on the date hereof), (iii) the names and signatures of the officers of such entity authorized to execute and deliver this Assumption and any Assumptino Documents to which New Guarantor such entity is a party, certified by the Secretary or an Assistant Secretary party on behalf of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as such entity pursuant to the incumbency resolutions referenced in clause (i) above (and such certificate shall be countersigned by another applicable officer of such Borrower certifying the name, office and signature of the officers officer of such Borrower giving such certificate) and (iv) as to Joining Borrowers, current good standing certificates from the State of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents Jersey with respect to which New Guarantor is a party, together with evidence each of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower;them; and (i) Receipt by Agent of a legal opinion from Xxxxxxxxx Xxxxxxx LLP in form and substance satisfactory to Agent which shall have received copies cover such matters relating to Joining Borrowers, to the execution, delivery and enforceability of this Assumption and the other Assumption Documents, to the creation and perfection of Liens on the assets of the bylaws MedNet Companies in favor of Agent and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in otherwise incident to the jurisdiction of formation of New Guarantor; (j) transactions contemplated hereby as Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or Event of Default shall have occurred and be continuing under the Loan Agreementmay reasonable require.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of (the “Effective Date”) when all of the following conditions precedent (the “Effective Date”):have been satisfied: (a) Agent shall have received this Amendment (in form and substance satisfactory to Agent in its reasonable discretion) fully executed by Borrowers and the BorrowersLenders; (b) Agent shall have received updated schedule to one third (⅓) of the Loan Agreement, if anyThird Amendment Fee in immediately available funds; (c) Agent Since the Closing Date, no event or omission shall have received occurred that has resulted in a Guaranty, fully executed by the New GuarantorMaterial Adverse Effect; (d) Agent All representations and warranties of the Borrowers contained herein shall have received a Pledge Agreement, fully executed by the New Guarantorbe true and correct; (e) Agent No litigation shall have received a copy of be pending or threatened against any Borrower other than the Asset Transfer Agreementlitigation listed on Schedule I attached hereto; (f) Agent No material contingent obligations of any Borrower shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantorexist; (g) Agent shall have received a certificate field examinations of the Secretary or an Assistant Secretary Collateral, the results of New Guarantor as which examinations shall be satisfactory to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant SecretaryAgent; (h) Agent shall have received an incumbency certificate for each Borrower identifying evidence that all authorized officers with specimen signatures, certified by actions necessary or desirable to perfect and protect the Secretary security interests of such Borrowerthe Agent in the Collateral shall have been taken; (i) Agent shall have received copies a Borrowing Base Certificate showing that the Borrowers have Undrawn Availability of at least $1,000,000, after (1) giving effect to payment of fees incurred by the bylaws Borrowers in connection with this Amendment, and memorandum of association of New Guarantor, together with a certificate of good standing (2) subtracting trade payables 60 or equivalent certification in the jurisdiction of formation of New Guarantormore days past due; (j) Agent Each Borrower shall have received the results of UCC, tax lien, and judgment searches against New Guarantor;be in compliance with all Applicable Laws; and (k) Agent shall have received an opinion monthly and annual financial projections of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor Borrowers, which projections demonstrate to Agent’s satisfaction that Borrowers will be able to make payments on the Obligations when and as an additional insured with respect to liability insurance the same are due and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or Event of Default shall have occurred and be continuing payable under the Loan Credit Agreement.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all occurrence of the following conditions precedent precedent, each in form and substance satisfactory to Agent (the “Effective Date”): (a) Agent shall have received Agent’s receipt of this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if anyAgent’s receipt of a fully executed Second Amended and Restated Revolving Credit Note; (c) Agent shall have received Agent’s receipt of a Guaranty, fully executed by the New GuarantorTerm Loan Note; (d) Agent shall have received Agent’s receipt of a Pledge Agreement, fully executed by the New Guarantor;Second Amended and Restated Fee Letter together with any payments required thereunder; and (e) Agent shall have received a copy of the Asset Transfer Agreement; (f) Agent shall have received a copy of the resolutions in form secretary and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified a certificate of no change to the organizational documents of each Borrower, and authorizing resolutions of each Borrower authorizing the execution of this Amendment and the Notes and the transactions contemplated herein; (f) Agent shall have received the executed legal opinion of Faegre Xxxxx Xxxxxxx LLP in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (g) Agent shall have received Uniform Commercial Code, judgment and state and federal tax lien searches against Borrowers showing no Liens on any of the Secretary of such BorrowerCollateral, other than Permitted Encumbrances; (h) Agent shall be reasonably satisfied that the Credit Parties are in compliance in all material respects with all law and regulations and permit requirements under the Environmental Protection Act, including, without limitation, permit compliance under Title V thereof; (i) Agent shall have received copies a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the bylaws Effective Date, stating that (i) all representations and memorandum warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of association such date after giving effect to the updated schedules, except to the extent such representation or warranty was expressly made as of New Guarantoran earlier date, together in which case, such representation and warranty was true and correct in all material respects on and as of such earlier date, (ii) each Borrower is on such date in compliance in all material respects with a certificate of good standing or equivalent certification all the terms and provisions set forth in this Agreement and the jurisdiction of formation of New Guarantor; Other Documents and (jiii) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No on such date no Default or Event of Default shall have has occurred and be continuing under the Loan Agreementor is continuing; and (j) Agent’s receipt of such other documents as Agent or counsel to Agent may reasonably request.

Conditions Precedent/Effectiveness Conditions. This Notwithstanding any other provision of this Amendment, it is understood and agreed that this Amendment shall be effective upon not become effective, and the date of satisfaction of all of Loan Parties shall have no rights under this Amendment, until the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreementbeen satisfied, if any; (c) Agent shall have received a Guarantyin each case, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy of the Asset Transfer Agreement; (f) Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Administrative Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of : (a) Administrative Agent shall have received counterparts of: (i) this Amendment, duly executed and delivered by Holdings, each Borrower, each of the Guarantyother Loan Parties, Required Lenders and any related agreementsAdministrative Agent; and (ii) the First Amendment to Intercreditor Agreement, instrumentsdated as of the date hereof, or documents to which New Guarantor is a party, certified dxxx executed and delivered by the Secretary or an Assistant Secretary of New GuarantorABL Agent and the Administrative Agent and acknowledged by each Loan Party; (gb) Administrative Agent shall have received a certificate fully executed copy of that certain Third Amendment to Loan, Security and Guaranty Agreement, dated as of the Secretary or an Assistant Secretary of New Guarantor as to date hereof (the incumbency “ABL Amendment”), by and signature of among the officers of New Guarantor executing this Amendment ABL Agent, the GuarantyABL Lenders party thereto, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant SecretaryLoan Parties; (hc) all representations and warranties contained in Section 2 above shall be true and correct in all respects; (d) Administrative Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signaturessuch other documents, certified certificates or materials reasonably requested by the Secretary of such Borrower; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummatedAdministrative Agent; and (ne) No Default all fees and reasonable and documented costs and expenses of Administrative Agent and each Lender (including, without limitation, all Attorney Costs of the Administrative Agent and Lenders) incurred in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or Event of Default related hereto, in each case, for which invoices have been presented to Borrowers prior to the date hereof, shall have occurred and be continuing under the Loan Agreementbeen paid.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be become effective upon the date of satisfaction of all of the following conditions precedent (the “date on which such conditions have been satisfied, the "Sixth Amendment Effective Date”") (it being understood that the amendments set forth in Section 1 shall not be effective unless and until the Sixth Amendment Effective Date occurs): (a) Agent shall have received this Amendment fully Amendment, duly authorized, executed and delivered by the Borrowers;Issuer, Holdings, each of the other Note Parties and the Required Purchasers. (b) Agent and the Purchasers shall have received updated schedule the executed legal opinion of Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan AgreementNote Parties, if any;in form and substance reasonably satisfactory to the Purchasers, and each Note Party hereby authorizes and directs such counsel to deliver such opinions to Agent and the Purchasers. (c) Agent shall have received a Guarantyan Additional Guarantor Supplement and Pledge Agreement, fully in each case, duly authorized and executed by Xxxxx Group, Inc., a Delaware corporation (“KGI”), and KGH, and all related UCC financing statements shall have been filed and all Pledged Equity issued by Intermediate Holdco shall have been delivered to the New Guarantor;Agent. (d) Agent shall have received a Pledge the Intercreditor Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy dated as of the Asset Transfer date hereof (the “Intercreditor Agreement; (f) Agent shall have received a copy ”), duly authorized, executed and delivered by KGI, KGH, Bank of the resolutions America, N.A., in form and substance reasonably satisfactory to Agentthe Purchasers. (e) The Refinancing shall have been consummated. (f) Issuer shall have paid or reimbursed Agent and the Purchasers for their respective reasonable attorneys’ fees and expenses in connection with the preparation, of the board of directors or managers of New Guarantor, authorizing the execution, delivery negotiation and performance execution of this Amendment, Amendment and the Guaranty, and any documents provided for herein or related agreements, instruments, or documents to hereto for which New Guarantor is a party, certified by the Secretary or Issuer has received an Assistant Secretary of New Guarantor;invoice. (g) Agent All representations, warranties and schedules set forth in or annexed to the Note Purchase Agreement or this Amendment (other than any representation, warranty or schedule that was made as of an earlier date or is only required to be true and correct as of an earlier date, in which case each such representation, warranty or schedule shall have received a certificate be true and correct in all material respects as of such earlier date) shall be true and correct in all material respects on and as of the Secretary effective date hereof (except to the extent any such representation, warranty or an Assistant Secretary of New Guarantor schedule is already qualified as to the incumbency materiality, Material Adverse Effect or similar language, in which case each such representation, warranty or schedule (after giving effect to any qualification therein) shall be true and signature of the officers of New Guarantor executing this Amendment the Guarantycorrect in all respects), and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No no Default or Event of Default shall have occurred and be continuing under on the Loan Agreement.effective date hereof. 60358087_2

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all the conditions set forth in Section 10 below as well as completion of the following conditions precedent (the “Effective Date”all documents to be in form and substance satisfactory to Agent and Agent's counsel): (a) Agent Borrowers shall have received this Amendment fully executed by demonstrate, after giving effect to the BorrowersAdvances hereunder, Undrawn Availability of at least $7,000,000; (b) The receipt by Agent shall have received updated schedule of each Lender's Commitment Percentage of the Revolving Advances and the Term Loans (in an aggregate amount equal to the Loan Agreement, if anynot less than Sixty-Six Million Two Hundred Thousand Dollars ($66,200,000)); (c) Agent shall have received a Guaranty, fully executed all fees which are payable to Agent or to the Lenders as required by the New GuarantorLoan Agreement, this Amendment or any fee letter entered into by Borrowers and Agent; (d) Agent shall have received prior to or on the effective date of this Amendment, at Borrowers' expense, the following searches (the results of which are to be consistent with the warranties made by Borrowers in the Loan Agreement and the Other Documents), (i) UCC searches with the Secretary of State and local filing office of each state where Seller is organized, maintains its executive office, a Pledge Agreementplace of business, fully executed by the New Guarantoror assets, and (ii) judgment, state and federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched under subparagraph (i) above; (e) Agent shall have received evidence satisfactory to Agent, that the lien held by POL (NC) QRS 15-25, INC., a copy of Delaware corporation is subordinated to the Asset Transfer Agreementliens held by the Agent; (f) Agent shall have received a copy final executed copies of the resolutions in form Acquisition Agreement and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any all related agreements, instruments, documents and instruments as in effect on the effective date of this Amendment and the transactions contemplated by such documentation shall be consummated prior to or documents to which New Guarantor is a party, certified by contemporaneously with the Secretary or an Assistant Secretary making of New Guarantorthe Advances; (g) Agent shall have received a certificate fully executed collateral assignment of the Secretary or an Assistant Secretary of New Guarantor as Acquisition Agreement, in form and substance satisfactory to the incumbency Agent, from WinCup Holdings, Inc. and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant SecretarySeller; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signaturesa fully executed collateral assignment, certified in form and substance satisfactory to Agent, of that certain Promissory Note in the original principal amount of $4,000,000 executed by the Secretary Xxxxxxx X. Xxxxxxx in favor of such BorrowerRadnor Management, Inc.; (i) Agent shall have received copies the executed legal opinions of Xxxxx Xxxxxx LLP and such other counsel as may be required by the bylaws Lenders in form and memorandum of association of New Guarantorsubstance satisfactory to the Lenders which shall cover such matters incident to the transactions 11 074658.01156/30240935v5 contemplated by this Agreement, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New GuarantorNote, and related agreements as Agent may reasonably require and Borrowers hereby authorize and direct such counsel to deliver such opinions to Agent and the Lender; (j) Agent shall have received executed landlord waivers and mortgagee waivers from each landlord and/or mortgagee of Borrowers for each lease assumed, or property acquired, in connection with the results of UCCAcquisition Agreement, tax lien, each in form and judgment searches against New Guarantorsubstance satisfactory to Agent and its counsel; (k) Agent shall have received an opinion of counsel of New Guarantorthe Polar M&E Appraisal, in form and substance satisfactory to Agent; (l) Agent shall have received updated certificates a copy of insurance naming New Guarantor as an additional insured with respect a recent award letter executed by a major customer of WinCup, in form and substance satisfactory to liability insurance and lender loss payee with respect to property insuranceAgent; (m) Agent shall have received reasonably evidence of termination, in form and substance satisfactory evidence that to Agent, from LaSalle Business Credit, as Agent for Standard Federal National Association (as successor in interest to Mellon Bank, N.A.) of all liens or security interests held by LaSalle Business Credit, LLC in the Guarantor Restructuring shall be consummatedpersonal property of Seller; and (n) No Default or Event of Default Agent shall have occurred received each Note and be continuing under the Loan Agreementeach Other Document required by Agent all duly executed by Borrowers.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all occurrence of the following conditions precedent precedent, each in form and substance satisfactory to Agent (the “Effective Date”): (a) Agent shall have received Agent’s receipt of this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if anyAgent’s receipt of a fully executed Third Amended and Restated Revolving Credit Note in favor of PNC and a fully executed Revolving Credit Note in favor of The PrivateBank and Trust Company; (c) Agent shall have received Agent’s receipt of a Guaranty, fully executed by the New GuarantorAmended and Restated Term Loan Note in favor of PNC and a fully executed Term Loan Note in favor of The PrivateBank and Trust Company; (d) Agent shall have received Agent’s receipt of a Pledge Agreement, fully executed by the New GuarantorThird Amended and Restated Fee Letter; (e) Agent shall have received Agent’s receipt of a copy of the Asset fully executed Commitment Transfer AgreementSupplement; (f) Agent shall have received a copy of the resolutions in form secretary and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by a certificate of no change to the Secretary organizational documents of such each Borrower, and authorizing resolutions of each Borrower authorizing the execution of this Amendment and the Note and the transactions contemplated herein; (ig) Agent shall have received copies Uniform Commercial Code, judgment and state and federal tax lien searches against Borrowers showing no Liens on any of the bylaws and memorandum of association of New GuarantorCollateral, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummatedother than Permitted Encumbrances; and (nh) No Default Agent’s receipt of such other documents as Agent or Event of Default shall have occurred and be continuing under the Loan Agreementcounsel to Agent may reasonably request.

Conditions Precedent/Effectiveness Conditions. This Notwithstanding any other provision of this Amendment, it is understood and agreed that this Amendment shall be effective upon not become effective, and the date of satisfaction of all of Loan Parties shall have no rights under this Amendment, until the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreementbeen satisfied, if any; (c) Agent shall have received a Guarantyin each case, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy of the Asset Transfer Agreement; (f) Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Administrative Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance : (a) Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by Holdings, each Borrower, each of the Guarantyother Loan Parties, each of the Lenders and Administrative Agent; (b) Administrative Agent shall have received a fully executed copy of that certain Fourth Amendment to Loan, Security and Guaranty Agreement, dated as of the date hereof, by and among the ABL Agent, the ABL Lenders party thereto, and any related agreementsthe Loan Parties; (c) Administrative Agent shall have received a fully executed copy of that certain Second Amendment to Intercreditor Agreement, instrumentsdated as of the date hereof, or documents by and between ABL Agent and Administrative Agent, in form and substance satisfactory to which New Guarantor is the Administrative Agent; (d) Administrative Agent shall have received a partyfully executed copy of that certain Trademark Security Agreement, certified dated as of the date hereof, by and between the Secretary or an Assistant Secretary Company and Administrative Agent, in form and substance satisfactory to the Administrative Agent; (e) Administrative Agent shall have received a fully executed copy of New Guarantorthat certain Patent Security Agreement, dated as of the date hereof, by and between the Company and Administrative Agent, in form and substance satisfactory to the Administrative Agent; (f) all representations and warranties contained in Section 2 above shall be true and correct in all respects; (g) Administrative Agent shall have received a certificate opinions of counsel for each Loan Party, including local counsel reasonably requested by Administrative Agent, each duly executed and dated as of the Secretary or an Assistant Secretary of New Guarantor as date hereof, in form and substance satisfactory to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant SecretaryAdministrative Agent; (h) Administrative Agent shall have received the following, for each Loan Party, each in form and substance satisfactory to Administrative Agent: (i) that Person’s charter (or similar formation document), certified by the appropriate governmental authority; (ii) good standing certificates in that Person’s state of incorporation (or formation) and in each other state in which that Person is qualified to do business if reasonably requested by Administrative Agent; (iii) that Person’s bylaws (or similar governing document); (iv) resolutions of its board of directors (or similar governing body) approving and authorizing that Person’s execution, delivery, and performance of the this Amendment and the other Loan Documents to which it is party and the transactions contemplated hereby; and (v) signature and incumbency certificates of that Person’s officers and/or managers executing this Amendment and any of the other Loan Documents (which certificates Administrative Agent and each Lender may conclusively rely on until formally advised by a like certificate of any changes in any such certificate), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect as of the date hereof without modification. (i) Administrative Agent shall have received an incumbency certificate for updated Collateral and Diligence Questionnaire completed and executed by each Borrower identifying all authorized officers with specimen signaturesLoan Party, certified by the Secretary of such Borrower; (i) Agent shall have received copies of the bylaws in form and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantorsubstance satisfactory to Administrative Agent; (j) Administrative Agent shall have received, to the extent requested at least five (5) Business Days prior to the date hereof, all documentation and other information required by regulatory authorities concerning Borrowers and Holdings under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; (k) Administrative Agent shall have received such other documents, certificates or materials reasonably requested by Administrative Agent; (l) Administrative Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; Amendment Fee (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance;defined in Section 4 below); and (m) all fees and reasonable and documented costs and expenses of Administrative Agent and each Lender (including, without limitation, all Attorney Costs of the Administrative Agent and Lenders) incurred in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto, in each case, for which invoices have been presented to Borrowers prior to the date hereof, shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or Event of Default shall have occurred and be continuing under the Loan Agreementbeen paid.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all occurrence of the following conditions precedent precedent, each in form and substance satisfactory to Agent (the “Effective Date”): (a) Agent shall have received Agent’s receipt of this Amendment fully executed by the Borrowers; (b) Agent Agent’s receipt, for the benefit of the Lenders, of an amendment fee in the amount of $58,207, in immediately available funds, which fee shall have received updated schedule be fully earned as of the date of this Amendment, non-refundable and not subject to the Loan Agreement, if any;pro-ration; and (c) Agent shall have received a Guaranty, Agent’s receipt of fully executed by the New GuarantorAmended and Restated Term Loan Notes (“Notes”); (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy of the Asset Transfer Agreement; (f) Agent shall have received a copy of the resolutions in form secretary and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by a certificate of no change to the Secretary organizational documents of such each Borrower, and authorizing resolutions of each Borrower authorizing the execution of this Amendment and the Notes and the transactions contemplated herein; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (je) Agent shall have received the results executed legal opinion of UCCFaegre Xxxxx Xxxxxxx, tax lienLLP, in form and judgment searches against New Guarantorsubstance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (kf) Agent shall have received an opinion Uniform Commercial Code, judgment and state and federal tax lien searches against Borrowers showing no Liens on any of counsel of New Guarantorthe Collateral, other than Permitted Encumbrances; (lg) Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the Effective Date, stating that (i) all representations and warranties set forth in the Loan Agreement and the Other Documents are true and correct in all material respects on and as of such date after giving effect to the updated certificates schedules, except to the extent such representation or warranty was expressly made as of insurance naming New Guarantor an earlier date, in which case, such representation and warranty was true and correct in all material respects on and as an additional insured of such earlier date, (ii) each Borrower is on such date in compliance in all material respects with respect to liability insurance all the terms and lender loss payee with respect to property insurance; provisions set forth in the Loan Agreement and the Other Documents and (miii) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No on such date no Default or Event of Default shall have has occurred and be continuing under the Loan Agreementor is continuing; and (h) Agent’s receipt of such other documents as Agent or counsel to Agent may reasonably request.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”all documents to be in form and substance satisfactory to Agent and Agent’s counsel): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to an Amended and Restated Term Loan Note fully executed by the Loan Agreement, if anyBorrowers in favor of PNC; (c) Agent shall have received a Guaranty, fully an amendment to the Mortgage executed by the New GuarantorVital Farms Missouri; (d) Agent shall have received a Pledge Agreementdate-down endorsement from the title company that issued the mortgagee title insurance policy in favor of Agent with respect to the existing Mortgage to the title insurance policy insuring the lien of the Mortgage, fully executed as modified by the New Guarantoramendment to the Mortgage, as a valid and subsisting first priority Lien encumbering the real property Collateral, showing no new adverse matters (as determined by Agent in its reasonable discretion), bringing the date of such title insurance policy forward to the date of recording of the amendment to the Mortgage and otherwise in form and substance reasonably acceptable to Agent; (e) Agent shall have received a copy certificate of the Asset Transfer Agreement; Secretary or Assistant Secretary (for other equivalent officer, partner or manager) of each Borrower in form and substance satisfactory to Agent shall have received a copy dated as of the Sixth Amendment Date which shall certify (i) copies of resolutions in form and substance reasonably satisfactory to Agent, of the board of directors (or managers other equivalent governing body, member or partner) of New Guarantor, such Borrower authorizing the execution, delivery and performance of this AmendmentAmendment and related agreements (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded as of the Guarantydate of such certificate), (ii) the incumbency and signature of the officers of such Borrower authorized to execute this Amendment and the Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete with all amendments thereto, and (iv) the good standing (or equivalent status) of such Borrower in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s business activities or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s) (or the equivalent thereof issued by any related agreementsapplicable jurisdiction) dated not more than 30 days prior to the Sixth Amendment Date, instruments, or documents to which New Guarantor is a party, certified issued by the Secretary of State or other appropriate official of each such jurisdiction; (f) Agent shall have received in form and substance satisfactory to Agent, (i) evidence that adequate insurance, including without limitation, casualty and liability insurance, required to be maintained under the Loan Agreement is in full force and effect, (ii) insurance certificates issued by Borrowers’ insurance broker containing such information regarding Borrowers’ casualty and liability insurance policies as Agent shall request and naming Agent as an Assistant Secretary of New Guarantoradditional insured, lenders loss payee and/or mortgagee, as applicable, and (iii) loss payable endorsements issued by Borrowers’ insurer naming Agent as lenders loss payee and mortgagee, as applicable; (g) Agent shall have received a certificate written instructions from Borrowing Agent directing the application of proceeds of the Secretary or an Assistant Secretary of New Guarantor as Term Loan Increase made pursuant to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant SecretaryAmendment; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signaturesa non-refundable amendment fee in the amount of $25,000, certified by which shall be fully earned as of the Secretary of such Borrower;date hereof; and (i) Execution and/or delivery of all other agreements, instruments and documents requested by Agent shall have received copies of to effectuate and implement the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or Event of Default shall have occurred and be continuing under the Loan Agreementterms hereof.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”):upon: (a) Agent shall have received execution and delivery of this Amendment fully executed by all parties hereto; (b) execution and delivery of an amended and restated Note by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if any; (c) payment of an amendment fee to Agent shall have received a Guarantyin the amount of One Hundred Thousand Dollars ($100,000), which Borrowers acknowledge was fully executed by the New Guarantorearned and payable upon execution of this Amendment; (d) Agent shall have received a Pledge execution and delivery of an amendment to the Intercreditor Agreement, fully in form and substance reasonably satisfactory to the Agents, duly executed by the New Guarantorall parties thereto; (e) receipt by Agent shall have received a of an executed copy of the Asset Transfer Amendment No. 3 to Financing Agreement; (f) Agent shall have received a copy of the resolutions , in form and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (gf) Agent Loan Parties shall have received Undrawn Availability, in immediately available funds, of at least $8,500,000; (a) receipt of a certificate of the Secretary or Chief Financial Officer, Secretary, an Assistant Secretary or the Manager, as applicable, of New Guarantor each Borrower, dated the Closing Date, as to the incumbency and signature of the officers of New Guarantor each Borrower executing this Amendment Agreement, the GuarantyOther Documents, and any related agreements, instruments, certificate or other documents to which New Guarantor is a partybe delivered by it pursuant hereto, together with evidence of the incumbency of such Chief Financial Officer, Secretary or Assistant Secretary; (hb) Agent shall have received an incumbency certificate for a copy of the Articles or Certificate of Incorporation of each Borrower identifying and all authorized officers with specimen signaturesamendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, if applicable, together with copies of the By-Laws (or similar foreign document) of each Borrower and all agreements of each Borrower’s shareholders certified as accurate and complete by the respective Secretary of each Borrower; (c) receipt of good standing certificates (or similar foreign document, where applicable) for each Borrower and each Guarantor dated not more than twenty (20) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Borrower’s and each Guarantor’s jurisdiction of incorporation and each jurisdiction where the conduct of each Borrower’s and each Guarantor’s business activities or the ownership of its properties necessitates qualification (except such Borrowerjurisdictions in which the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect); (g) receipt of the executed legal opinion of Xxxxxxx Coie LLP in form and substance reasonably satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment, the Note, the Other Documents, and related agreements as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (h) receipt of an officer’s closing certificate; (i) Agent shall have received copies on the date of the bylaws this Amendment and memorandum of association of New Guarantorafter giving effect hereto, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No no Default or Event of Default shall exist or shall have occurred and be continuing under the Loan Agreementcontinuing.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if any; (c) Agent shall have received a Guaranty, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy satisfaction of each of the Asset Transfer Agreement; following conditions (f) Agent shall have received a copy of the resolutions all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor;’s counsel): (ga) Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, duly executed by Required Lenders and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretaryall Loan Parties; (hb) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Administrative Agent shall have received the results of UCC, tax lien, and judgment searches against New the Target Company and Joining Guarantors; (c) Administrative Agent shall have received a Guarantor Joinder and Assumption Agreement executed by each of the Joining Guarantors; (d) Administrative Agent shall have received the updated Schedules attached hereto as Exhibit B; (e) Administrative Agent shall have received a certificate certified by the secretary or manager of each Joining Guarantor, and an incumbency certificate for each Joining Guarantor identifying all authorized officers with specimen signatures, and authorizing resolutions of each Joining Guarantor authorizing the execution, delivery, and performance with respect to the terms of this Amendment and the Existing Financing Agreements; (f) Administrative Agent shall have received each Joining Guarantor’s state certified Certificate of Formation and each Joining Guarantor’s Operating Agreement, each certified by the manager of Joining Guarantor; (g) Administrative Agent shall have received in form and substance satisfactory to Administrative Agent, evidence that each Joining Guarantor was added as a named insured to Borrowers’ casualty insurance policies and liability insurance policies; (h) Administrative Agent shall have received, on behalf of the Required Lenders, an amendment fee equal to the greater of (x) $5,000 and (y) .025% of such Required Lender’s Revolving Credit Commitment, in immediately available funds, which fee shall be fully earned upon the date of this Amendment; (i) Administrative Agent shall have received a Fee Letter executed by Borrower; (j) Administrative Agent shall have received a perfection certificate supplement executed by each Joining Guarantor; (k) Administrative Agent shall have received an opinion a pledge agreement from Borrower pledging its interest in the Joining Guarantors and from the Joining Guarantors pledging all now owned or hereafter acquired Equity Interests in third party entities that either may own, including without limitation, as of counsel the completion of New Guarantorthe Tender Offer, all of their respective interests in Target Company; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect After giving effect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No this Amendment, no Potential Default or Event of Default shall have occurred and be continuing under continuing; and (m) Execution and/or delivery of all other agreements, instruments and documents requested by Agent to effectuate and implement the Loan Agreementterms hereof.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”): (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to the Loan Agreement, if any; (c) Agent shall have received a Guaranty, fully executed by the New Guarantor; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy satisfaction of each of the Asset Transfer Agreement; following conditions (f) Agent shall have received a copy of the resolutions all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery ’s counsel): (a) Administrative Agent shall have received this Amendment duly executed by Lenders and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantorall Loan Parties; (gb) Administrative Agent shall have received a certificate duly completed Compliance Certificate as of the Secretary or date hereof, signed by an Assistant Secretary Authorized Officer of New Guarantor as the Borrower, demonstrating that, after giving effect to the incumbency and signature making of Term Loan B and, on a pro forma basis, the making of the officers Distribution: (a) the Leverage Ratio does not and will not, exceed 3.00 to 1.00 and (b) that each of New Guarantor executing this Amendment the GuarantyLoan Parties is, and any related agreementswill be, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant SecretarySolvent; (hc) Administrative Agent shall have received Term Loan B Note in the amount of $40,000,000 fully executed by the Borrower in favor of PNC; (d) Administrative Agent shall have received a good standing or similar certificate for Borrower and each Guarantor dated not more than 30 days prior to the date of this Amendment, issued by the Secretary of State of Borrower’s or such Guarantor’s jurisdiction of formation; (e) Administrative Agent shall have received an incumbency certificate for Borrower and each Borrower Guarantor identifying all authorized officers with specimen signaturessignatures and authorizing resolutions of Borrower and each Guarantor authorizing the execution of this Amendment and the Notes and the transactions contemplated herein and a certification from an Authorized Officer of Borrower and each Guarantor, certified by that there has been no change to the Secretary organizational documents as in effect on the Closing Date of such Borrowerthe Credit Agreement; (if) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) Administrative Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantorthe Borrower in its jurisdiction of incorporation and material operating locations; (kg) Administrative Agent shall have received received, on behalf of the Lenders signing this Amendment, an opinion upfront/amendment fee in the amount of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring $216,625.00, in immediately available funds, which fee shall be consummatedfully earned upon the date of this Amendment; and (nh) No Default or Event Execution and/or delivery of Default shall have occurred all other agreements, instruments and be continuing under documents requested by Agent to effectuate and implement the Loan Agreementterms hereof.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”):). (a) Agent shall have received this Amendment fully executed by the Borrowers; (b) Agent shall have received updated schedule to an amended and restated Revolving Credit Note fully executed by the Loan Agreement, if anyBorrowers; (c) Agent shall have received a Guarantycollateral assignment of the Asset Purchase Agreement, fully executed by together with consents thereto from the New GuarantorSeller Parties; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantorresolutions of Joining Borrower evidencing such Joining Borrower’s authorization to execute this amendment and setting forth authorized signers on behalf such Joining Borrower; (e) Agent shall have received a copy certified copies of the Asset Transfer Joining Borrower’s Articles of Organization and Operating Agreement; (f) Agent shall have received a copy non-refundable amendment fee in an amount equal to $10,000, which Borrowers acknowledge Agent shall have earned in full as of the resolutions in form date hereof and substance reasonably satisfactory which shall not be subject to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantorproration; (g) Agent shall have received a certificate pledge agreement duly executed by the owner(s) of one hundred percent (100%) of the Secretary or an Assistant Secretary equity of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a partyJoining Borrower, together with evidence of the incumbency of such Secretary or Assistant Secretarydocuments and instruments as may be required thereunder; (h) Agent shall have received an incumbency certificate for each Borrower identifying the fully executed Asset Purchase Agreement together with all authorized officers with specimen signaturesschedules and exhibits thereto and all documents, certified by the Secretary of such Borrowerinstruments and agreements executed in connection therewith; (i) All documents, instruments and information required to be delivered hereunder shall be in form and substance reasonably satisfactory to Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New GuarantorAgent’s counsel); (j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) such other documents as Agent shall have received an opinion of or counsel of New Guarantor; (l) to Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received may reasonably satisfactory evidence that the Guarantor Restructuring shall be consummatedrequest; and (nk) No Default or Event of Default shall have occurred and be continuing under continuing, both prior and after giving effect to the Loan Agreementterms of this Amendment.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all Agent’s receipt of the following conditions precedent (the “Effective Date”each in form and substance satisfactory to Agent in its reasonable discretion): (a) Agent shall have received this This Amendment fully executed by Borrowers and the BorrowersLenders; (b) Agent shall have received updated schedule to the Loan AgreementJoining Borrower’s state certified Certificate of Formation or Incorporation and Operating Agreement or Bylaws, if anycertified by an officer of Joining Borrower; (c) Agent shall have received a Guaranty, fully executed by an incumbency certificate for Joining Borrower identifying all authorized officers with specimen signatures and authorizing resolutions of Joining Borrower authorizing the New Guarantorexecution of this Amendment; (d) Agent shall have received a Pledge Agreementthe results of Uniform Commercial Code, fully executed by the New Guarantorjudgment and state and federal tax lien searches against Joining Borrower showing no Liens on any assets of Joining Borrower, other than Permitted Encumbrances; (e) Agent shall have received a copy A good standing certificate for Joining Borrower dated not more than thirty (30) days prior to the date of this Amendment, issued by the Secretary of State of the Asset Transfer AgreementState of Minnesota; (f) Agent shall have received a copy receive the executed legal opinion of the resolutions Xxxxxxx, Xxxxxxx & Xxxxx, PLC, in form and substance reasonably satisfactory to Agent, of Agent which shall cover such matters incident to the board of directors or managers of New Guarantor, authorizing the execution, delivery transactions contemplated by this Amendment and performance of this Amendment, the Guaranty, related agreements as Agent may reasonably require and any related agreements, instruments, or documents each Borrower hereby authorizes and directs such counsel to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantordeliver such opinion to Agent and Lenders; (g) Agent shall have received a certificate received, in form and substance satisfactory to Agent, evidence of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a partyJoining Borrower’s casualty insurance policies, together with loss payable endorsements on Agent’s standard form of loss payee endorsement naming Agent as lender loss payee, and evidence of the incumbency of such Secretary or Assistant SecretaryJoining Borrower’s liability insurance policies, together with endorsements naming Agent as a co-insured; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower; (i) other documents as Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (j) special counsel to Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor; (k) Agent shall have received an opinion of counsel of New Guarantor; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received may reasonably satisfactory evidence that the Guarantor Restructuring shall be consummatedrequest; and (ni) No Default or Event of Default shall have occurred and be continuing under continuing, both prior and after giving effect to the Loan Agreementterms of this Amendment.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all occurrence of the following conditions precedent precedent, each in form and substance satisfactory to Agent (the “Effective Date”): (a) Agent shall have received Agent’s receipt of this Amendment fully executed by the BorrowersBorrowers and the Lenders; (b) Agent shall have received updated schedule Agent’s receipt of a fully executed amendment to the Loan AgreementPNC Credit Agreement in form and substance satisfactory to the Agent, if anywhich also permits the making and receipt of the March 2017 Prepayment in an aggregate principal amount of $9,500,000 plus $113,050.00 on account of accrued and unpaid interest through March 21, 2017 (with interest accruing at a daily rate of $5,383.33 per day thereafter) and fees plus $190,000 on account of the Prepayment Premium; (c) Agent shall have received Agent’s receipt a Guaranty, fully executed by amendment to the New GuarantorIntercreditor Agreement; (d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor; (e) Agent shall have received a copy of the Asset Transfer Agreement; (f) Agent shall have received a copy of the resolutions in form secretary and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary; (h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by a certificate of no change to the Secretary organizational documents of such each Borrower, and authorizing resolutions of each Borrower authorizing the execution of this Amendment and the transactions contemplated herein; (i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor; (je) Agent shall have received the results executed legal opinion of UCCDxxxx Xxxxxxx, tax lien, Esq in form and judgment searches against New Guarantorsubstance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Amendment as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (kf) Agent shall have received an opinion Uniform Commercial Code, judgment and state and federal tax lien searches against Borrowers showing no Liens on any of counsel of New Guarantorthe Collateral, other than Permitted Encumbrances; (lg) Agent shall have received a closing certificate signed by the Chief Financial Officer of each Borrower dated as of the Effective Date, stating that (i) all representations and warranties set forth in the Loan Agreement and the Other Documents are true and correct in all material respects on and as of such date after giving effect to the updated certificates schedules, except to the extent such representation or warranty was expressly made as of insurance naming New Guarantor an earlier date, in which case, such representation and warranty was true and correct in all material respects on and as an additional insured of such earlier date, (ii) each Borrower is on such date in compliance in all material respects with respect to liability insurance all the terms and lender loss payee with respect to property insuranceprovisions set forth in the Loan Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing; (mh) Agent shall have received reasonably satisfactory evidence that on behalf of the Guarantor Restructuring shall be consummatedLenders a wire transfer in immediately available funds of the March 2017 Prepayment in an aggregate principal amount of $9,500,000 plus $$113,050.00 on account of accrued and unpaid interest through March 21, 2017 (with interest accruing at a daily rate of $5,383.33 per day thereafter) and fees plus $190,000 on account of the Prepayment Premium; and (ni) No Default Agent’s receipt of such other documents as Agent or Event of Default shall have occurred and be continuing under the Loan Agreementcounsel to Agent may reasonably request.

Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon the date of satisfaction of all occurrence of the following conditions precedent precedent, each in form and substance satisfactory to Agent (the “Effective Date”): (a) Agent shall have received Agent’s receipt of this Amendment and the Fee Letter fully executed by the Borrowers; (b) Agent shall have received updated schedule to Agent’s receipt of the Loan Agreement, if anyAmended and Restated Revolving Credit Note fully executed by Borrowers; (c) Agent shall have received a Guaranty, fully executed by Agent’s receipt of updated schedules to the New GuarantorLoan Agreement; (d) Agent shall have received Agent’s receipt of a Pledge Agreement, fully executed by certificate of Secretary of each Borrower dated as of the New Guarantor; date of this Amendment certifying: (ei) Agent shall have received as true and correct a copy of resolutions adopted by the Asset Transfer Agreement; Board of Directors, Board of Managers or other similar managing body of each Borrower (f) Agent shall have received whether pursuant to a copy meeting of such body or by written action of the resolutions members of such body in form lieu of a meeting) approving and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance by Borrower of this Amendment and all documents, instruments and agreements executed and/or delivered in connection herewith (including without limitation the Amended and Revolving Credit Note and the Fee Letter) (collectively, the “Amendment Documents”) and of the transactions contemplated herein and therein, (ii) that there have been no amendments, supplements, or other modifications to such Borrower’s Articles or Certificate of Incorporation or Formation, as applicable, since the Closing Date and that the copies of such Articles or Certificate of Incorporation or Formation, as applicable, or such Borrower’s By-Laws or Operating Agreements, as applicable, or any of such Borrower’s other Organizational Documents delivered to Agents on such date as a part of the “secretary’s certificate” delivered by such Borrower on the Closing Date pursuant to Section 8.1(n) of the Loan Agreement are true, correct and complete copies of such Organizational Documents as currently in full force and effect (or, if any such amendments, supplements or modifications have been made since the Effective Date, attaching and certifying true, complete and correct copies of such Organizational Document(s) as in effect on the date of this Amendment) and (iii) the names and signatures of the officers of such Borrower authorized to execute and deliver this Amendment and the Amendment Documents on behalf of such Borrower pursuant to the resolutions referenced in clause (i) above (and such certificate shall be countersigned by another officer of such Borrower certifying the name, the Guaranty, office and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor; (g) Agent shall have received a certificate signature of the Secretary or an Assistant Secretary of New Guarantor as such Borrower giving such certificate); (e) Agent’s receipt of executed legal opinions of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) Faegre Xxxxx Xxxxxxx LLP, which shall cover such matters incident to the incumbency transactions contemplated by this Amendment, the Note, the Eden Prairie Mortgage, the Other Documents and signature related agreements as Agent may reasonably require and each Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders; (f) Borrowers payment to the Agent, for the benefit of the officers Lenders, of New Guarantor executing this Amendment an amendment fee in the Guarantyamount of One Hundred Thousand Dollars ($100,000), and any related agreementsin immediately available funds, instruments, or documents to which New Guarantor is a party, together with evidence fee shall be fully earned as of the incumbency date of such Secretary or Assistant Secretarythis Amendment, non-refundable and not subject to pro-ration; (g) Agent’s receipt of modifications to all existing Mortgages to Real Property securing the Obligations; (h) Agent’s receipt of a fully paid bringdown or modification title endorsement issued by a title insurance company satisfactory to Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signaturesrespect to the Mortgage on Borrowers’ Real Property located at 0000 Xxxxxxxxx Xxxx, certified by the Secretary of such BorrowerXxxxxxx Xxxxx, Xxxxxxxx 00000; (i) Agent shall have received copies Agent’s receipt of a Mortgage on Borrowers’ Real Property located at 6690 and 0000 Xxxxx Xxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx, 00000 securing the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in Obligations (the jurisdiction of formation of New Guarantor“Eden Prairie Mortgage”); (j) Agent’s receipt of a fully paid title insurance policy issued in an amount equal to not less than one hundred twenty percent (120%) of the fair market value of the Eden Prairie property by a title insurance company satisfactory to Agent shall have received insuring the results first lien position of UCC, tax lien, and judgment searches against New Guarantorthe Eden Prairie Mortgage together with a survey of such property; (k) Agent shall have received Agent’s receipt of a survey prepared by AMEC of the Real Property located in Eden Prairie assessing if there are any potential asbestos containing materials (“PACM”) present, and if PACM are present, an opinion Operations & Maintenance Plan to address management of counsel the PACM and the lawful removal of New Guarantorany Friable asbestos that is identified by AMEC; (l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance; (m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and (n) No Default or Event of Default shall have occurred and be continuing under continuing, both prior and after giving effect to the Loan Agreementterms of this Amendment; and (m) Agent’s receipt of such other documents as Agent or counsel to Agent may reasonably request.