Exhibit 10.41


 


TARGET HOSPITALITY CORP.


 


Form of Dealer Manager  Agreement


 


New York, New York


, 2022


 


BofA Securities, Inc.


One Bryant Park


New York, New York 10036


 


Ladies and Gentlemen:


 


Target Hospitality Corp.,
a Delaware corporation (the “Company”), plans to commence an offer (as described in the Prospectus defined below,
the “Exchange Offer”) pursuant to which the Company will offer to the holders of all of its outstanding warrants (as
set forth in the Prospectus) (the “Warrants”) the opportunity to receive 0.37 shares (the “Shares”)
of common stock, par value $0.0001 per share (the “Common Stock”), of the Company in exchange for each of the Company’s
Warrants tendered by a holder thereof and exchanged upon the terms and subject to the conditions set forth in the Exchange Offer Material
(as defined below). The Company has caused the Exchange Offer Material to be prepared and furnished to you on or prior to the date hereof
for use in connection with the Exchange Offer (as defined below). Certain capitalized terms used herein are defined in Section 18
of this Agreement.


 


Any reference herein to the
Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item 11 of Form S-4 which were filed under the Exchange
Act on or before the filing of the Pre-Effective Registration Statement, the effective date of the Registration Statement (the “Effective
Date”) or the issue date of the Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the
terms “amend,” “amendment” or “supplement” with respect to the Pre-Effective Registration Statement,
the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document
under the Exchange Act after the initial filing of the Pre-Effective Registration Statement, the Effective Date or the issue date of
the Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference.


 


1.              Appointment
as Dealer Manager, Fees and Expenses.


 


(a)            The
Company hereby engages BofA Securities, Inc. to act as the sole and exclusive dealer manager for the Exchange Offer (the “Dealer Manager”). The Dealer Manager may, with the consent of the Company (not to be unreasonably
withheld), perform the services contemplated hereby in conjunction with their Affiliates, and any Affiliates of the Dealer Manager performing
services hereunder shall be entitled to the benefits and be subject to the terms, limitations and conditions of this Agreement. As Dealer
Manager, you agree, in accordance with your firm’s customary practices, to perform in connection with the Exchange Offer those services as are customarily performed by investment banking firms acting as dealer managers
of exchange offers of a like nature, including without limitation, using commercially reasonable efforts to
solicit tenders of the Warrants pursuant to the Exchange Offer, communicating
with brokers, dealers, commercial banks, trust companies and other holders of the Warrants with respect to the Exchange Offer and assisting in the distribution of the Exchange Offer Material.


 






     


     


    

 


(b)            Other
than the references to the Dealer Manager in the Exchange Offer Material, the Company agrees that it will not file, use or publish any
material in connection with the Exchange Offer, use the name BofA Securities, Inc. (or any related names
thereof), or the names of any of its affiliates, or refer to the Dealer Manager or its relationship with the Company in any such material,
unless the Company has furnished a copy of such material to the Dealer Manager for its review prior to filing, use or publication and
will not file, use or publish any such material to which the Dealer Manager reasonably objects. There shall be no fee for any such permitted
use or reference other than as set forth herein.


 


(c)            The
Dealer Manager, in its sole discretion, may continue to own or dispose of, in any manner it may elect, any Warrants it may beneficially
own at the date hereof or hereafter acquire, in any such case, subject to applicable law. The Dealer Manager has no obligation to the
Company, pursuant to this Agreement or otherwise, to tender or refrain from tendering Warrants beneficially owned by it in any Exchange
Offer. The Dealer Manager acknowledges and agrees that if any Exchange Offer is not consummated for any reason, the Company shall have no obligation, pursuant to this Agreement or otherwise,
to acquire any Warrants from the Dealer Manager or otherwise to hold the Dealer Manager harmless with respect to any losses it may incur
in connection with the resale to any third parties of any Warrants.


 


2.              Compensation. The
Company shall pay the Dealer Manager, in respect of its services as Dealer Manager, the fee set forth in the letter agreement,
dated November 11, 2022, between the Company and the Dealer Manager. The Company shall promptly reimburse the Dealer Manager,
without regard to consummation of the Exchange Offer, on demand for the Dealer Manager’s reasonable
out-of-pocket expenses that shall have been reasonably incurred by them in connection with preparing for and performing their
functions as Dealer Manager as set forth in the letter agreement, dated November 11, 2022, between the Company and the Dealer
Manager.


 


3.              Representations
and Warranties of the Company. The Company represents and warrants to and agrees with the Dealer Manager that:


 


(a)            The
Company has prepared and filed with the Commission the Schedule TO and a registration statement on Form S-4, including a related
preliminary prospectus, for registration under the Act of the offering and sale of the Shares in connection with the Exchange Offer. Following the effectiveness of the Registration Statement, the Company will file with the Commission a final prospectus
in accordance with Rule 424(b) if required by Commission rules. As filed, such preliminary prospectus, Schedule TO and final
prospectus shall contain all information required by the Act and the Exchange Act and the rules and regulations of the Commission
thereunder. The Company meets the conditions for the use of Form S-4 with respect to the Pre-Effective Registration Statement and
the Registration Statement in connection with the Exchange Offer  as contemplated by this Agreement.


 


(b)            (i) The
Pre-Effective Registration Statement and any amendment thereto, as of the Commencement Date, the Registration Statement, as of the Effective
Date, the Expiration Date and the Exchange Date, and the Preliminary Prospectus and any amendments and supplements thereto, as of its
date, the Commencement Date and the Exchange Date, comply, and will comply, in all material respects with the Act and the Exchange Act
and the rules and regulations of the Commission thereunder (including Rule 13e-4 and Regulation 14E under the Exchange Act),
(ii) the Prospectus (together with any supplement and amendment thereto), as of the date it is first filed in accordance with Rule 424(b) under
the Act (if it is so filed) and the Exchange Date, will comply, in all material respects with the Act and the Exchange Act and the rules and
regulations of the Commission thereunder (including Rule 13e-4 and Regulation 14E under the Exchange Act), (iii) the Pre-Effective
Registration Statement and any amendment thereto as of the Commencement Date, and the Registration Statement, as of the Effective Date,
the Expiration Date and the Exchange Date, did not contain, and will not contain, any untrue statement of a material fact and did not
omit, and will not omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(iv) the Preliminary Prospectus as of its date did not contain any untrue statement of a material fact and did not omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading
and (v) the Prospectus (together with any supplement or amendment thereto), as of the date it is first filed in accordance with
Rule 424(b) (if required), the Expiration Date and the Exchange Date, will not contain any untrue statement of a material fact
and will not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained
in or omitted from the Pre-Effective Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus
(or any supplement or amendment thereto) in reliance upon and in conformity with information furnished to the Company in writing by or
on behalf of the Dealer Manager expressly for inclusion therein (the “Dealer Manager Information”), it being understood
that the Dealer Manager Information in the Preliminary Prospectus shall include only the names and the contact information of the Dealer
Manager in the Preliminary Prospectus and on the back cover of the Preliminary Prospectus.


 






    	 	- 2 -	 



     


    

 


(c)            Any
 “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Exchange Offer (each, an “Issuer Free Writing Prospectus”) does not and will not conflict with the information contained in the Pre-Effective
Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus; each Issuer Free Writing Prospectus,
in each case as supplemented by and taken together with the Registration Statement or the Prospectus as of the date of the use of such
Issuer Free Writing Prospectus, did not and will not include any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty does not apply to statements in or omissions from any Issuer Free Writing Prospectus
based upon and in conformity with the Dealer Manager Information.


 


(d)            The
documents incorporated by reference in the Registration Statement and the Prospectus and the Schedule TO, when they became effective
or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement
of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents
become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with the Dealer Manager Information.


 


(e)            Any
written communication made in connection with or relating to the Exchange Offer in reliance on Rule 165
of the Act, and filed by the Company with the Commission pursuant to Rule 425 under the Act (the “Rule 165 Material”),
when filed with the Commission complied or will comply in all material respects with the applicable requirements of the Act; and no Rule 165
Material, at the time of first use, when taken together with each Preliminary Prospectus and the Prospectus, as then amended or supplemented,
contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to any statements or omissions in the Rule 165 Material
made in reliance upon and in conformity with the Dealer Manager Information.


 


(f)            No
stop order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceedings for such
purpose or pursuant to Section 8A under the Act are pending before or, to the knowledge of the Company, threatened by, the Commission.


 


(g)            The
Company (i) has not alone engaged in any Testing-the-Waters Communication with any person other than Testing-the-Waters Communications
with the consent of the Dealer Manager with entities that are reasonably believed to be qualified institutional buyers within the meaning
of Rule 144A under the Act or institutions that are reasonably believed to be accredited investors within the meaning of Rule 501
under the Act and (ii) has not authorized anyone other than the Dealer Manager to engage in Testing-the-Waters Communications. The
Company reconfirms that the Dealer Manager has been authorized to act on its behalf in undertaking Testing-the-Waters Communications.
The Company has not distributed or approved for distribution any Testing-the-Waters Communication that is a written communication within
the meaning of Rule 405 under the Act. “Testing-the-Waters Communication” means any communication with potential
investors undertaken in reliance on Section 5(d) or Rule 163B of the Act.


 






    	 	- 3 -	 



     


    

 


(h)            The
Company has not paid or agreed to pay to any person any compensation for (i) soliciting another person to purchase any of its securities
pursuant to the Exchange Offer or (ii) soliciting tenders by holders of Warrants pursuant to the Exchange Offer (except as contemplated in this Agreement and the Exchange Offer Material).


 


(i)            The
Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus; all of the subsidiaries of the Company
are listed on Schedule I attached hereto (each, a “Subsidiary” and collectively the “Subsidiaries”);
all of the issued and outstanding shares of capital stock of the Company and each of the Subsidiaries have been duly authorized and validly
issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights; except as disclosed in
the Registration Statement, the Preliminary Prospectus and the Prospectus, all of the outstanding shares of capital stock of the Company
will be free and clear of all liens, encumbrances, equities and claims or restrictions on transferability (other than those imposed by
the Act, the securities or “Blue Sky” laws of certain jurisdictions) or voting. Except as disclosed in the Registration Statement,
the Preliminary Prospectus and the Prospectus, there are no (i) options, warrants or other rights to purchase, (ii) agreements
or other obligations to issue or (iii) other rights to convert any obligation into, or exchange any securities for, shares of capital
stock of or ownership interests in the Company. Except for the Subsidiaries or as disclosed in the Registration Statement, the Preliminary
Prospectus and the Prospectus, the Company does not own, directly or indirectly, any shares of capital stock or any other equity or long-term
debt securities or have any equity interest in any firm, partnership, joint venture or other entity.


 


(j)            The
Company is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite
power and authority to own its properties and conduct its business as now conducted and as described in the Prospectus; the Company is
duly qualified to do business as a foreign corporation in good standing, to the extent such concept exists in the relevant jurisdiction,
or equivalent status in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires
such qualification, except where the failure to be so qualified would not reasonably be expected to, individually or in the aggregate,
have a material adverse effect on the business, condition (financial or otherwise), prospects or results of operations of the Company
and the Subsidiaries, taken as a whole (any such event, a “Material Adverse Effect”).


 


(k)            The
Company has all requisite power and authority to execute, deliver this Agreement and to perform its obligations under this Agreement
and the Exchange Offer. The Exchange Offer has been duly authorized by all
necessary corporate action on the part of the Company, and this Agreement has been duly executed and delivered by the Company.


 


(l)            The
Company’s capital stock conforms in all material respects to the description thereof contained in the Preliminary Prospectus and
Prospectus.


 


(m)            The
Shares to be issued in exchange for the Warrants as contemplated by the Exchange Offer Material have been duly authorized for issuance
and sale by the Company, and, when issued and delivered as contemplated therein, will be duly and validly issued, fully paid and nonassessable;
neither the filing of the Registration Statement nor the issuance of the Shares as contemplated by the Exchange Offer Material will give
rise to any preemptive or similar rights, other than those which have been waived or satisfied or those relating to the registration
of the Shares.


 


(n)            The
Company has filed with the Commission pursuant to Rule 13e-4(c)(1) under the Exchange Act (or Rule 425 under the Act)
or otherwise all written communications made by the Company or any affiliate of the Company in connection with or relating to the Exchange
Offer that are required to be filed with the Commission, in each case on the date of their first use.


 


(o)            The
Company has complied in all material respects with the Act and the Exchange Act and the rules and regulations of the Commission
thereunder in connection with the Exchange Offer, the Exchange Offer Material and the transactions contemplated
hereby and thereby.


 






    	 	- 4 -	 



     


    

 


(p)            No
consent, approval, authorization or order of any court or governmental agency or body, or third party is required for the issuance
and sale by the Company of the Shares or the consummation by the Company of the transactions contemplated by this Agreement and/or
the Exchange Offer, except (i) such as have been obtained, (ii) such as may be required
under state securities or “Blue Sky” laws in connection with the Exchange Offer or (iii) that would not reasonably
be expected to, individually or in the aggregate, have a Material Adverse Effect on the ability of the Company to consummate the
Exchange Offer. The Company is not (x) in violation of its certificate of incorporation or bylaws (or similar organizational
document), (y) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to the
Company or any of its properties or assets, except for any such breach or violation that would not reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect, or (iii) in breach of or default under (nor has any event
occurred that, with notice or passage of time or both, would constitute a default under) or in violation of any of the terms or
provisions of any indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit,
certificate, contract or other agreement or instrument to which any of them is a party or to which the Company or its properties or
assets is subject (collectively, “Contracts”), except for any such breach, default, violation or event that would
not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.


  


(q)            The
execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated
hereby or by the Exchange Offer (including, without limitation, the issue and sale of the Shares) will not conflict
with or constitute or result in a breach of or a default under (or an event that with notice or passage of time or both would constitute
a default under) or violation of any of (i) the terms or provisions of any Contract, except for any such conflict, breach, violation,
default or event that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (ii) the
certificate of incorporation or bylaws (or similar organizational document) of the Company or (iii) (assuming compliance with all
applicable state securities or “Blue Sky” laws and assuming the accuracy of the representations and warranties of the Dealer
Manager in Section 4 hereof) any statute, judgment, decree, order, rule or regulation applicable to the Company or any of its
properties or assets, except for any such conflict, breach, violation, default or event that would not reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect.


 


(r)            The
audited consolidated financial statements incorporated by reference in the Pre-Effective Registration Statement, the Registration Statement,
the Preliminary Prospectus or the Prospectus present fairly in all material respects the financial position, results of operations and
cash flows of the Company, at the dates and for the periods to which they relate and have been prepared in accordance with generally
accepted accounting principles in the United States applied on a consistent basis, except as otherwise stated therein. The summary and
selected financial and statistical data included or incorporated by reference in the Pre-Effective Registration Statement, the Registration
Statement, the Preliminary Prospectus or the Prospectus present fairly in all material respects the information shown therein. Ernst &
Young LLP is an independent public accounting firm and serves as auditor for the Company, as disclosed in the Exchange Offer Material.
All disclosures included or incorporated by reference in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary
Prospectus or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations
of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to
the extent applicable.


 


(s)            The
pro forma financial information, if any, included or incorporated by reference in the Pre-Effective Registration Statement, the Registration
Statement, the Preliminary Prospectus or the Prospectus (i) comply as to form in all material respects with the applicable requirements
of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the extent
applicable, (ii) have been prepared in accordance with the SEC’s rules and guidelines with respect to pro forma financial
statements, to the extent applicable, and (iii) have been properly computed on the bases described therein; the assumptions used
in the preparation of the pro forma financial data and other pro forma financial information included or incorporated by reference in
the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus are reasonable and
the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.


 






    	 	- 5 -	 



     


    

 


(t)            Except
as disclosed in the Pre-Effective Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus, there
is no pending or, to the knowledge of the Company, threatened action, suit, proceeding, inquiry or investigation to which the Company
or any of the Subsidiaries is a party, or to which the property or assets of the Company or any of the Subsidiaries is subject, before
or brought by any court, arbitrator or governmental agency or body that, if determined adversely to the Company or any of the Subsidiaries
(i) could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, or (ii) which would
materially and adversely affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement
or the performance by the Company and each of its Subsidiaries of their obligations hereunder.


 


(u)            Each
of the Company and its Subsidiaries possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations
from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, presently required or necessary to own or lease, as the case may be, and to operate
its respective properties and to carry on its respective businesses as now or proposed to be conducted as set forth in the Pre-Effective
Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus (“Permits”), except
where the failure to possess or obtain such Permits would not reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of any proceeding relating to revocation
or modification of any such Permit, except as described in the Pre-Effective Registration Statement, the Registration Statement, any
Preliminary Prospectus or the Prospectus and except where such revocation or modification would not reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect.


 


(v)            Except
as disclosed in the Pre-Effective Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus, since
December 31, 2021, there has not occurred any material adverse change, or any development that would be reasonably likely to result
in a material adverse change in the general affairs, management, business, condition (financial or otherwise) prospects or results of
operations of the Company or any of the Subsidiaries from that set forth in the Exchange Offer Material.


 


(w)            The
Company and each of the Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns, except where
the failure to so file such returns would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect,
and has paid all taxes shown as due thereon; and other than tax deficiencies that the Company or any Subsidiary is contesting in good
faith and for which the Company or such Subsidiary has provided adequate reserves, there is no tax deficiency that has been asserted
against the Company or any of the Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


(x)            The
statistical and market-related data included in the Prospectus are based on or derived from management estimates or sources that the
Company believes to be reliable and accurate.


 


(y)            Each
of the Company and the Subsidiaries has good and marketable title to all real property and good title to all personal property described
in the Prospectus or the Prospectus as being owned by it and good and marketable title to a leasehold estate in the real and personal
property described in the Prospectus as being leased by it free and clear of all liens, charges, encumbrances or restrictions, except
(i) as described in the Pre-Effective Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus,
(ii) to the extent the failure to have such title or the existence of such liens, charges, encumbrances or restrictions would not
reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or (iii) those that do not materially
interfere with the use made and proposed to be made of such property by the Company. The Company and the Subsidiaries own or possess
adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights and know-how necessary to conduct
the businesses now or proposed to be operated by them as described in the Prospectus, except where the failure to own or possess such
intellectual property rights would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and
neither the Company nor any of the Subsidiaries has received any notice of infringement of or conflict with (or knows of any such infringement
of or conflict with) asserted rights of others with respect to any patents, trademarks, service marks, trade names, copyrights or know-how
that, if such assertion of infringement or conflict were sustained, would reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect. Neither the Company nor any of the Subsidiaries is obligated under any right of first refusal, option or other
contractual right to sell, assign or otherwise dispose of any mortgaged property or any interest therein, except as would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






    	 	- 6 -	 



     


    

 


(z)            Except
as described in the Pre-Effective Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus, the
Company and each of the Subsidiaries (i) is in compliance with all applicable foreign, federal, state and local laws and regulations
relating to pollution, the protection of human health and safety (as relating to exposure to Hazardous Substances (as defined below))
or the environment (collectively, “Environmental Laws”), which compliance includes making all filings and providing
all notices required under any applicable Environmental Law and obtaining, maintaining and complying with all Permits required under
any applicable Environmental Law, except in each case where the failure to so comply would not reasonably be expected to, individually
or in the aggregate, have a Material Adverse Effect, (ii) are not a party to any proceeding that is pending or to the knowledge
of the Company, contemplated under any Environmental Law in which a governmental authority is also a party, other than such proceedings
that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect and (iii) have not received
written notice of or otherwise have knowledge of any other proceedings regarding compliance with, or liabilities or obligations under,
Environmental Laws, other than such proceedings that would not reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect. As used in this paragraph, “Hazardous Substances” means hazardous or toxic substances or wastes, pollutants
or contaminants, or any substance, material, chemical or waste in any form regulated pursuant to Environmental Laws.


 


(aa)          There
is no strike, labor dispute, slowdown or work stoppage with the employees of the Company or any of the Subsidiaries that is pending
or, to the knowledge of the Company, threatened that would reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect.


 


(bb)          The
Company and each of the Subsidiaries carries insurance in such amounts and covering such risks as is adequate for the conduct of its
business and the value of its properties consistent with industry practice, except where the failure to maintain such insurance would
not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.


 


(cc)          Except
as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, none of the Company or its
Subsidiaries has any liability for any prohibited transaction, failure to satisfy minimum funding standards, or any complete or partial
withdrawal liability with respect to any pension, profit sharing or other plan that is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) (including, without limitation, by reason of being treated as a single employer
within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended, with any other entity).


 


(dd)          The
Company and each of the Subsidiaries (i) makes and keeps accurate books and records and (ii) maintains internal accounting
controls that provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific
authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability
for its assets, (C) access to its assets is permitted only in accordance with management’s general or specific authorization
and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals.


 


(ee)          Except
as disclosed in the Preliminary Prospectus and Prospectus (A) the Company and its subsidiaries are in compliance with any and all
applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and
regulations promulgated by the Commission thereunder that are effective as of the date hereof, as of the Commencement Date and as of
the Exchange Date; (B) the Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted
accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences; and (C) the Company and its subsidiaries have established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and its subsidiaries
and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in any reports
the Company files with the Commission pursuant to the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of
the disclosure controls and procedures of the Company and its subsidiaries as of the end of the period covered by the most recently filed
periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently
filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been (i) no material
weakness in the Company’s internal control over financial reporting (whether or not remediated), except as disclosed in the most
recently filed periodic report under the Exchange Act and in the Preliminary Prospectus and Prospectus and (ii) no change in the
Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.


 






    	 	- 7 -	 



     


    

 


(ff)          Except
as disclosed in the Exchange Offer Material, since the date of the latest audited financial statements included in the Preliminary Prospectus,
there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated)
and (ii) no change in the Company’s internal controls over financial reporting that has materially affected the Company’s
internal controls over financial reporting.


 


(gg)          Neither
the Company nor any of the Subsidiaries is or will be, after giving effect to the consummation of the Exchange Offer,
an “investment company” as such terms are defined in the Investment Company Act and the rules and regulations thereunder.


 


(hh)          Neither
the Company nor any of the Subsidiaries has taken or will take, directly or indirectly, any action designed to, or that might be reasonably
expected to, cause or result in stabilization or manipulation of the price of the Common Stock.


 


(ii)            (i) None
of the Company or any of its subsidiaries, or any director or officer thereof, or, to the Company’s knowledge, any employee, agent
or representative while acting on behalf of the Company or of any of its subsidiaries, has taken or will take any action in furtherance
of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything
else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any
of the foregoing, or any political party or party official or candidate for political office) in order to influence official action,
or to any person in violation of any applicable anti-corruption laws; (ii) the Company and each of its subsidiaries have conducted
their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain
policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties
contained herein; and (iii) neither the Company nor any of its subsidiaries will use, directly or knowingly indirectly, the proceeds
of the Exchange Offer in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any person in violation of any applicable anti-corruption laws.


 


(jj)          None
of the Company, any of its subsidiaries, directors, officers or, to the knowledge of the Company, any agent, employee, affiliate or other
person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would
result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(the “FCPA”), the U.K. Bribery Act of 2010, as amended, and the rules thereunder (the “UK Act”),
or similar applicable law of any other jurisdiction or the rules and regulations under the FCPA, UK Act or similar applicable law
of any other jurisdiction including, without limitation, (i) using any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity or (ii) making use of the mails or any means or instrumentality of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,
gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the
FCPA, the UK Act or similar applicable law of any other jurisdiction and the Company and, to the knowledge of the Company, its affiliates
have conducted their businesses in compliance with the FCPA, the UK Act or similar applicable law of any other jurisdiction and have
instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith


 






    	 	- 8 -	 



     


    

 


 


(kk)          The
operations of the Company and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable
financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and
the applicable anti-money laundering statutes of jurisdictions where the Company and each of its subsidiaries conduct business, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court
or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money
Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(ll)          None
of the Company, any of its subsidiaries, or any director or officer thereof, or, to the Company’s knowledge, any employee, agent,
affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that
is, or is owned or controlled by one or more Persons that are:


 


(i)            the
subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the
United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively,
 “Sanctions”), or


 


(ii)            located,
organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea Region of
Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and
Syria).


 


(mm)          For
the past five years (or if the Company has owned a subsidiary for a shorter period, for the duration of such ownership), the Company
and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings
or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject
of Sanctions.


 


(nn)          (i) None
of the Company, any of its subsidiaries, or any director, officer or, to the Company’s knowledge, any employee, any agent, affiliate
or representative of the Company or any of its subsidiaries, is an individual or entity (a “Person”) that is, or is
50% or more owned or controlled by one or more Persons that are: (i) the subject of applicable Sanctions, or (ii) located,
organized or resident in a Sanctioned Country. The Company will not, directly or knowingly indirectly, use the proceeds of the offering,
or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund
or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation,
is the subject of Sanctions prohibiting such funding or facilitation; or (ii)  in any other manner that will result in a violation
of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).
The Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage
in, any dealings or transactions with any Person, or in any Sanctioned Country, in violation of Sanctions.


 


(oo)            No
forward looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included or incorporated
by reference in any of the Pre-Effective Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 


(pp)          There
is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers,
in their capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.


 


(qq)          Except
as described in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus,
no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Act by reason
of the filing of the Pre-Effective Registration Statement or the Registration Statement with the Commission.


 






    	 	- 9 -	 



     


    

 


(rr)          The
statements set forth in the Exchange Offer Material and the Prospectus under the caption “Material U.S. Federal Income Tax Considerations”
fairly summarize the matters therein described in all material respects.


 


(ss)          There
are no transfer, stamp, issue, registration, documentary taxes or other similar fees or charges under the laws of Jersey, U.S. federal
law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery
by the Company of this Agreement of the exchange by the Company of the Warrants.


 


(tt)          No
forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included in any
of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus has been made or
reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 


(uu)          There
are (and prior to the Exchange Date, will be) no debt securities or preferred stock issued or guaranteed by the Company or any of its
subsidiaries that are rated by a “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62)
under the Exchange Act.


 


Any certificate signed by
any officer of the Company and delivered to the Dealer Manager or counsel for the Dealer Manager in connection with the Exchange Offer shall be deemed a representation and warranty by the Company as to matters covered thereby to the Dealer
Manager.


 


4.              Representations,
Warranties and Agreements of the Dealer Manager. The Dealer Manager hereby represents, warrants and agrees that the Dealer Manager
will not (i) cause to be disseminated to holders, dealers or the public any written material for or in connection with the Exchange
Offer other than one or more of the Exchange Offer Material and any Issuer Free Writing Prospectus relating to
the Exchange Offer in a form agreed between the Company and the Dealer Manager, or (ii) make any public
oral communications relating to the Exchange Offer that have not been previously approved by the Company.


 


5.              Agreements.
The Company agrees with the Dealer Manager that:


 


(a)            Prior
to the termination of the Exchange Offer, the Company will not file any amendment to the Pre-Effective Registration
Statement or the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus (other than an amendment or supplement
as a result of filings by the Company under the Exchange Act of documents incorporated by reference therein) unless the Company has furnished
the Dealer Manager a copy of such proposed amendment or supplement, as applicable, for its review prior to filing and will not file any
such proposed amendment or supplement to which the Dealer Manager reasonably objects. Subject to the foregoing sentence, if the Registration
Statement has become or becomes effective, or filing of the Preliminary Prospectus or the Prospectus is otherwise required under the
Act or the Exchange Act and the rules and regulations of the Commission thereunder, the Company will cause the Preliminary Prospectus
or the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph
of Rule 424(b) or in an amendment to the Registration Statement, whichever is applicable, within the time period prescribed.
The Company will promptly advise the Dealer Manager (i) when the Registration Statement, and any amendment thereto, shall have become
effective, (ii) when the Preliminary Prospectus or the Prospectus, and any supplement thereto or any document incorporated therein,
shall have been filed (if required) with the Commission, (iii) when, prior to termination of the Exchange Offer, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the
Commission or its staff for any amendment of the Pre-Effective Registration Statement or the Registration Statement or supplement to
the Preliminary Prospectus or the Prospectus or for any additional information, (v) the issuance by the Commission of any stop order
or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or the initiation or threatening of
any proceeding for any such purpose, and (vi) of the receipt by the Company of any notification with respect to the suspension of
the qualification of the Shares for sale in any jurisdiction within the United States or the initiation or threatening of any proceeding
for such purpose. In the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Preliminary
Prospectus or the Prospectus, the Company will use its reasonable best efforts to obtain its withdrawal. The Company agrees to use its
reasonable best efforts to cause the Registration Statement to become effective as soon as practicable and as much in advance of the
Expiration Date as practicable.


 






    	 	- 10 -	 



     


    

  


(b)            The
Company will furnish to the Dealer Manager and counsel for the Dealer Manager, without charge, conformed copies of the Registration Statement
(including exhibits thereto) and as many copies of the Exchange Offer Material and the Prospectus in final form as the Dealer Manager
may reasonably request.


 


(c)            The
Company will comply with the Act and the Exchange Act and the rules and regulations of the Commission thereunder so as to permit
the completion of the distribution of the Shares issued in the Exchange Offer, as contemplated by this Agreement,
the Registration Statement and the Prospectus. If, at any time when a prospectus relating to the Exchange Offer is required to be delivered under the Act or the Exchange Act and the rules and regulations of the Commission thereunder, any event
occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act and the rules and
regulations of the Commission thereunder, in connection with use or delivery of the Exchange Offer Material, the Company promptly will
(i) notify the Dealer Manager of any such event, (ii) upon the request of Dealer Manager, prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement
or omission or effect such compliance, (iii) use its reasonable best efforts to have any amendment to the Registration Statement
or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus, and
(iv) supply any supplemented Exchange Offer Material to the Dealer Manager in such quantities as it may reasonably request.


 


(d)            The
Company agrees to advise the Dealer Manager promptly of (i) any proposal by the Company to withdraw, rescind or modify the Exchange
Offer Material or to withdraw, rescind or terminate the Exchange Offer or the exercise by the Company of any
right not to exchange the Warrants pursuant to the Exchange Offer, (ii) its awareness of the issuance of
a stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use by the Commission or any
other regulatory authority, or the institution or threatening of any proceedings for that purpose (and will promptly furnish the Dealer
Manager with a copy of any such order), (iii) its awareness of the occurrence of any development that could reasonably be expected
to result in a Material Adverse Effect relating to or affecting the Exchange Offer and (iv) any other non-privileged
information relating to the Exchange Offer, the Exchange Offer Material or this Agreement which the Dealer
Manager may from time to time reasonably request.


 


(e)            To
the extent it is permitted by law, the Company will inform the Dealer Manager of any material litigation or administrative action with
respect to the Exchange Offer as soon as practicable after the Company becomes aware of it.


 


(f)            As
soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined
in Rule 158(c) under the Act), the Company will make generally available to its security holders an earnings statement or statements
of the Company and the Subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including, at the option of the Company, Rule 158).


 


(g)            The
Company will promptly from time to time to take such action as the Dealer Manager may reasonably request to qualify the Shares for offering
and sale under the securities laws of such jurisdictions as the Dealer Manager may request and to comply with such laws so as to permit
the continuance of sales and dealings in such jurisdictions for as long as may be necessary to complete the Exchange Offer; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any jurisdiction.


 


(h)            The
Company will cause all Warrants accepted in the Exchange Offer to be cancelled.


 






    	 	- 11 -	 



     


    

 


(i)            The
Company will cooperate with the Dealer Manager to permit the Shares to be eligible for clearance and settlement through The Depository
Trust Company.


 


(j)            The
Company agrees to pay the costs and expenses relating to the transactions contemplated hereunder, including without limitation the following:
(i) the preparation of this Agreement, the Prospectus, the issuance of the Shares and the fees of the information agent and exchange
agent engaged by the Company; (ii) the preparation, printing or reproduction of the Exchange Offer Material and each amendment or
supplement thereto; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting
and packaging) of such copies of the Exchange Offer Material (and all amendments or supplements thereto) as may, in each case, be reasonably
requested for use in connection with the Exchange Offer; (iv) the preparation, printing, authentication,
issuance and delivery of certificates for the Shares, if applicable, including any stamp or transfer taxes, if any, in connection with
the original issuance of the Shares; (v) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum
and all other agreements or documents printed (or reproduced) and delivered in connection with the Exchange Offer;
(vi) advertising expenses in connection with the Exchange Offer, if any; (vii) any registration or
qualification of the Shares for offer and sale under the blue sky laws of the several states (including filing fees and the reasonable
fees and expenses of counsel for the Dealer Manager relating to such registration and qualification); (viii) transportation and
other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective participants in the
Exchange Offer; (ix) the fees and expenses of the Company’s accountants and the fees and expenses
of counsel (including local and special counsel, if any) for the Company; (x) fees and expenses incurred in connection with listing
the Shares issued in connection with the Exchange Offer on The Nasdaq Capital Market (“NASDAQ”); and (xi) all
other costs and expenses incident to the performance by the Company of its obligations hereunder and in connection with the Exchange
Offer. It is understood that, except as provided in this Section, Section 2 and Section 7 hereof,
the Dealer Manager will pay all of its own costs, including any advertising expenses incurred by it.


 


(k)            The
Company will not take, directly or indirectly, any action that is designed to cause or result in, or which might reasonably be expected
to cause or result in, under the Exchange Act and the rules and regulations of the Commission thereunder or otherwise, stabilization
or manipulation of the price of any security of the Company to facilitate the Exchange Offer; provided
that the Company shall not be responsible as to any action taken or to be taken by the Dealer Manager.


 


(l)            The
Company shall arrange for D.F. King & Co., Inc. to serve as Information Agent and Continental Stock Transfer &
Trust Company to serve as Exchange Agent and authorizes the Dealer Manager to communicate with each of the Information Agent and the
Exchange Agent to facilitate the Exchange Offer.


 


(m)          The
Company agrees not to exchange any Warrants during the period beginning on the Commencement Date and ending on the Exchange Date except
pursuant to and in accordance with the Exchange Offer or as otherwise agreed to in writing by the parties hereto and permitted under
applicable laws and regulations.


 


(n)            The
Company will comply in all material respects with the Act and the Exchange Act and the rules and regulations of the Commission thereunder,
including Rule 13e-4 and Rule 14e-1 under the Exchange Act, in connection with the Exchange Offer, the Exchange Offer Material and the transactions contemplated hereby and thereby. The Company will
file with the Commission pursuant to Rule 13e-4(c)(1) under the Exchange Act (or Rule 425 under the Act) or otherwise
all written communications made by the Company or any affiliate of the Company in connection with or relating to the Exchange Offer that are required to be filed with the Commission, in each case on the date of
their first use.


 






    	 	- 12 -	 



     


    

 


6.            Conditions
to the Obligations of the Dealer Manager. The obligations of the Dealer Manager under this Agreement shall be subject to the accuracy
of the representations and warranties on the part of the Company contained herein, in all material respects (except for such representations
and warranties that are already qualified by materiality concepts, which representations and warranties shall be accurate in all respects),
at the Commencement Date, the Effective Date and the Exchange Date, to the accuracy, in all material respects (except for such statements
that are already qualified by materiality concepts, which statements shall be accurate in all respects), of the statements of the Company
made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, in all material
respects (except for such obligations that are already qualified by materiality concepts, which obligations shall be performed in all
respects) and to the following additional conditions:


 


(a)            The
Registration Statement shall have become effective on or prior to the Expiration Date.


 


(b)            As
of the Exchange Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall
have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, threatened by the
Commission.


 


(c)            Allen &
Overy LLP, counsel for the Company, shall have delivered to the Dealer Manager at the Exchange Date its opinion and negative assurance
letter in form and substance reasonably satisfactory to the Dealer Manager.


 


(d)            At
the Exchange Date, the Dealer Manager shall have received from Latham & Watkins LLP, counsel for the Dealer Manager a negative
assurance letter and opinion, in each case addressed to the Dealer Manager with respect to the Exchange Offer as the Dealer Manager may
reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purposes of
enabling them to pass upon such matters.


 


(e)            At
the Exchange Date, the Company shall have furnished or caused to be furnished to the Dealer Manager a certificate of the Company, signed
by the Chief Executive Officer, the President, Chief Financial Officer, any Vice President or any Secretary or Treasurer of the Company
and a principal financial or accounting officer of the Company, dated as of the Exchange Date, in which such officers, to the best of
their knowledge after reasonable investigation, shall state that:


 


(i)            the
representations and warranties of the Company in this Agreement are true and correct in all material respects (except for such representations
and warranties that are already qualified by materiality concepts, which representations and warranties shall be true and correct in
all respects), as of the Exchange Date;


 


(ii)            the
Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or
prior to the Exchange Date;


 


(iii)            no
stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted
or threatened by the Commission; and


 


(iv)            since
the date of the most recent financial statements included or incorporated by reference in the Prospectus, there has been no Material
Adverse Effect, except as set forth in or contemplated in the Prospectus as amended or supplemented.


 


(f)            The
Company shall have requested and caused Ernst & Young LLP to deliver to the Dealer Manager a letter as of the Exchange Date,
in the form and substance reasonably satisfactory to the Dealer Manager.


 






    	 	- 13 -	 



     


    

 


(g)            (i) Subsequent
to the Commencement Date, there shall not have been any change specified in the letters referred to in paragraph (f) of this Section 6,
or (ii) subsequent to the Commencement Date or, if earlier, the dates as of which information is given in the Preliminary Prospectus
(exclusive of any amendment or supplement thereto), there shall not have been any change, or any development involving a prospective
change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties the Company and the Subsidiaries,
taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated
in the Preliminary Prospectus (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause
(i) or (ii) above, is, in the judgment of the Dealer Manager, so material and adverse as to make it impractical or inadvisable
to market or deliver the Shares or solicit tenders of Warrants as contemplated by the Preliminary Prospectus (exclusive of any amendment
or supplement thereto).


 


(h)           Prior
to the Exchange Date, the Company shall have delivered to the Dealer Manager and its counsel such further information, certificates and
documents as the Dealer Manager may reasonably request.


 


(i)            Prior
to the Exchange Date, the Shares shall have been approved for listing, subject to notice of issuance, on NASDAQ.


 


If (i) any of the conditions
specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or (ii) any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Dealer
Manager and its counsel, this Agreement and all obligations of the Dealer Manager hereunder may be cancelled by the Dealer Manager at,
or at any time prior to, the Exchange Date. Notice of such cancellation shall be given to the Company in writing.


 


7.            Indemnification
and Contribution.


 


(a)            The
Company will indemnify and hold harmless the Dealer Manager against any losses, claims, damages or liabilities, joint or several, to
which the Dealer Manager may become subject, under the Act, the Exchange Act and the rules and regulations of the Commission thereunder
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the omission or alleged omission
to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus (or any amendment or supplement
thereto), the Prospectus, or any Issuer Free Writing Prospectus, or any omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the
Company’s failure to make or consummate the Exchange Offer or the withdrawal, rescission, termination,
amendment or extension of the Exchange Offer or any failure on the Company’s part to comply in any material
respect with the terms and conditions contained in the Exchange Offer Material, (iv) any action or failure to act in connection
with the Exchange Offer by the Company or its directors, officers, agents or employees or by an indemnified party
at the request or with the consent of the Company, or (v) otherwise related to or arising out of the Dealer Manager’s engagement
hereunder, except, in the case of clauses (iii), (iv) and (v) only, to the extent such actions or failures to act arise from
the Dealer Manager’s bad faith, gross negligence or willful misconduct; and will reimburse the Dealer Manager for any legal or
other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the
Registration Statement, the Preliminary Prospectus or any amendment or supplement thereto, the Prospectus or any Issuer Free Writing
Prospectus, in reliance upon and in conformity with the Dealer Manager Information.


 


(b)            The
Dealer Manager will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act, the Exchange Act and the rules and regulations of the Commission thereunder or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus or the Prospectus or
any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Issuer
Free Writing Prospectus in reliance upon and in conformity with the Dealer Manager Information; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as
such expenses are incurred.


 






    	 	- 14 -	 



     


    

 


(c)            Promptly
after receipt by an indemnified party under Section 7(a) or 7(b), above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such Section, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party otherwise than under such Section except to the extent that it has been prejudiced by such
failure. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party,
in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for
the plaintiff that is not subject to further appeal, the indemnifying party agrees to indemnify each indemnified party from and against
any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been
a party and indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include
any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 


(d)            If
the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof) referred to herein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions
in respect thereof) related to or arising out of the Exchange Offer in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the Dealer Manager on the other from the actual or proposed transaction
giving rise to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and the Dealer Manager on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Dealer Manager on the other shall be deemed to be in the same proportion
as the total value paid or proposed to be paid to holders of Warrants pursuant to the Exchange Offer (whether
or not consummated) bears to the fees actually received by the Dealer Manager pursuant to Section 2(a) hereof (exclusive of
amounts paid for reimbursement of expenses or paid under this Agreement). For purposes of the preceding sentence, the total value paid
or proposed to be paid to holders of Warrants pursuant to the Exchange Offer shall equal (i) if the Exchange
Offer is consummated, the total market value of the Shares (as of the Expiration Date) issued, and the cash
consideration, if any, paid, in the Exchange Offer, or (ii) if the Exchange Offer is not consummated, the
total market value (as of the date when the Exchange Offer is terminated or otherwise withdrawn by the Company) of the Shares issuable,
and the cash consideration, if any, payable, in the Exchange Offer, based on the maximum number of Warrants that could be exchanged in
the Exchange Offer  as described in the Preliminary Prospectus Supplement or Prospectus immediately before the
termination or withdrawal of the Exchange Offer. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading relates to information supplied by the
Company on the one hand or by the Dealer Manager on the other and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company and the Dealer Manager agree that it would not be just
and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, no Dealer Manager shall
be required to contribute any amount in excess of the amount of the compensation actually paid by the Company to the Dealer Manager in
connection with its engagement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 






    	 	- 15 -	 



     


    

 


(e)            The
obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls the Dealer Manager within the meaning of the Act and
the rules and regulations of the Commission thereunder; and the obligations of the Dealer Manager under this Section 7 shall
be in addition to any liability which the respective Dealer Manager may otherwise have and shall extend, upon the same terms and conditions,
to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act and the
rules and regulations of the Commission thereunder.


 


8.            Certain
Acknowledgments.


 


The Company acknowledges
and agrees that (i) you and your affiliates are engaged in a broad range of securities activities and may provide financing, advisory
or other services to parties whose interests may conflict with those of the Company and (ii) you or such affiliates may, for your
own account or the account of customers, purchase or sell, or hold a long or short position in, securities of the Company, including
the Warrants and/or the Common Stock and that you may or may not tender any such Warrants in the Exchange Offer.


 


In recognition of the foregoing,
the Company agrees that the Dealer Manager is not required to restrict its activities as a result of this engagement, and that the Dealer
Manager may undertake any business activity without further consultation with or notification to the Company, subject to applicable law.
Neither this Agreement, the receipt by the Dealer Manager of confidential information nor any other matter shall give rise to any fiduciary,
equitable or contractual duties (including without limitation any duty of trust or confidence) that would prevent or restrict the Dealer
Manager from acting on behalf of other customers or for its own account. Furthermore, the Company agrees that neither the Dealer Manager
nor any member or business of the Dealer Manager is under a duty to disclose to the Company any information whatsoever about or derived
from those activities or to account for any revenue or profits obtained in connection with such activities. However, consistent with
the Dealer Manager’s long-standing policy to hold in confidence the affairs of their customers, the Dealer Manager will not use
confidential information obtained from the Company except in connection with their services to, and their relationship with, the Company.


 


The Company acknowledges
and agrees that the Dealer Manager is acting solely in the capacity of an arm’s length contractual counterparty to the Company
with respect to the Exchange Offer contemplated hereby (including in connection with determining the terms of
the Exchange Offer) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other
person. Additionally, the Dealer Manager is not advising the Company or any other person as to any legal, tax, investment, accounting
or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Dealer Manager shall have
no responsibility or liability to the Company with respect thereto. Any review by the Dealer Manager of the Company, the transactions
contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Dealer Manager and
shall not be on behalf of the Company.


 


9.            Termination;
Representations, Acknowledgments and Indemnities to Survive.


 


(a)            Subject
to subsection (c) below, this Agreement may be terminated by the Company, at any time upon notice to the Dealer Manager, if (i) at
any time prior to the Exchange Date, the Exchange Offer  is terminated or withdrawn by the Company for any reason,
or (ii) the Dealer Manager does not comply in all material respects with any material covenant in Section 1.


 






    	 	- 16 -	 



     


    

 


(b)            Subject
to subsection (c) below, this Agreement may be terminated by the Dealer Manager, at any time upon notice to the Company, if (i) at
any time prior to the Exchange Date, the Exchange Offer is terminated or withdrawn by the Company for any reason,
(ii) the Company does not comply in all material respects with any covenant specified in Section 1, (iii) the Company
shall publish, send or otherwise distribute any amendment or supplement to the Exchange Offer Material to which the Dealer Manager shall
reasonably object or which shall be reasonably disapproved by the counsel to the Dealer Manager or (iv) the Dealer Manager cancels
the Agreement pursuant to Section 6.


  


(c)            The
respective indemnities, agreements, representations, warranties and other statements of the Company and the Dealer Manager, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or on behalf of the Dealer Manager or any controlling person
of the Dealer Manager, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of
and payment for the Securities. The provisions of Section 2, Section 5(j), Section 7 and this Section 9(c) hereof
shall survive the termination or cancellation of this Agreement.


 


10.            Notices.
All communications hereunder will be in writing (or by email) and effective only on receipt, and, if sent to the Dealer Manager, will
be mailed, delivered or telefaxed to BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention of Syndicate Department
(facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212) 230-8730); or, if sent to the Company, will be mailed or delivered
to Target Hospitality Corp. at 9320 Lakeside Boulevard, Suite 300, The Woodlands, Texas 77381, Attention: Heidi D. Lewis; with a
copy (which shall not constitute notice hereunder) to Allen & Overy LLP, 1221 Avenue of the Americas, 21st Floor, New York,
NY 10020 Attention: William F. Schwitter.


 


11.            Successors.
This Agreement shall be binding upon, and inure solely to the benefit of, the Dealer Manager, the Company and, to the extent provided
in Section 7 and Section 9(c) hereof, the officers and directors of the Company and each person who controls the Company
or the Dealer Manager, and their respective heirs, executors, administrators, personal representatives, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this Agreement. No person receiving the Shares in the Exchange Offer
shall be deemed a successor or assign by reason merely of such purchase.


 


12.            Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts
of law principles thereof the application of which would result in the application of the laws of a different jurisdiction.


 


13.            Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same Agreement. Electronic signatures complying with the New York Electronic Signatures and Records
Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures
for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of
this Agreement will constitute due and sufficient delivery of such counterpart.


 


14.            Jurisdiction.
Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related
Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New
York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified
Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted
in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive)
of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s
address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties
irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably
and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified
Court has been brought in an inconvenient forum.


 






    	 	- 17 -	 



     


    

 


15.            Waiver
of Jury Trial. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have
to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this agreement or the transactions contemplated
hereby (whether based on contract, tort or any other theory). Each party hereto (i) certifies that no representative, agent or attorney
of any other person has represented, expressly or other-wise, that such other person would not, in the event of litigation, seek to enforce
the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this agreement by,
among other things, the mutual waivers and certifications in this section.


 


16.            Compliance
with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Dealer Manager is required to obtain, verify and record information that identifies its clients, including the Company, which
information may include the name and address of its clients, as well as other information that will allow the Dealer Manager to properly
identify its clients.


 


17.            Headings.
The section headings used herein are for convenience only and shall not affect the construction hereof.


 


18.            Definitions.
The following terms, when used in this Agreement, shall have the meanings indicated.


 


“Act” shall
mean the U.S. Securities Act of 1933, as amended.


 


“Affiliate”
shall have the meaning specified in Rule 501(b) of Regulation D.


 


“Agreement”
shall mean this Dealer Manager Agreement.


 


“Business Day”
shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized
or obligated by law or executive order to close in The City of New York.


 


“Commencement Date”
shall mean the date that the letter of transmittal is first distributed to the holders of the Warrants in connection with the Exchange
Offer.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Effective Date”
shall mean the time the Registration Statement is declared effective under the Act.


 


“Exchange Act”
shall mean the U.S. Securities Exchange Act of 1934, as amended.


 


“Exchange Date”
shall mean the date on which the Company issues the Shares pursuant to the Exchange Offer.


 


“Exchange Offer Material”
shall mean the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus, the Prospectus, the accompanying
letter of transmittal, the Schedule TO, the notice of guaranteed delivery, and all other documents filed or to be filed with any federal,
state or local government or regulatory agency or authority in connection with the Exchange Offer, each as prepared
or approved by the Company.


 


“Expiration Date”
shall mean 11:59 p.m., New York City time, in the evening of December 16, 2022 as may be extended by the Company in its sole discretion.


 


“Investment Company
Act” shall mean the Investment Company Act of 1940, as amended.


 


“Pre-Effective Registration
Statement” shall mean the registration statement filed by the Company with the Commission registering the Exchange Offer under
the Act, including exhibits thereto and any documents incorporated by reference therein or deemed part of such registration statement
pursuant to Rule 430C under the Act, in the form in which it is initially filed with the Commission.


 






    	 	- 18 -	 



     


    

 


“Preliminary Prospectus”
shall mean the preliminary prospectus that is used prior to the filing of the Prospectus, as amended or supplemented from time to time,
including any documents incorporated in the Preliminary Prospectus by reference.


 


“Prospectus”
shall mean the final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference),
except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant
to Rule 424(b) under the Act), the term “Prospectus” shall refer to the final prospectus furnished to the
Dealer Manager for such use.


 


“Registration Statement”
shall mean the registration statement filed by the Company with the Commission registering the Exchange Offer under the Act, including
exhibits thereto and any documents incorporated by reference therein or deemed part of such registration statement, in each case as of
the Effective Date, pursuant to Rule 430C under the Act, in the form in which it becomes effective and, in the event of any amendment
or supplement thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) under the Act relating
thereto after the effective date of such registration statement, shall also mean such registration statement as so amended or supplemented,
together with any such abbreviated registration statement.


 


“Schedule TO”
shall mean the tender offer statement filed with the Commission on Schedule TO, including any documents incorporated by reference therein,
with respect to the Exchange Offer, including any amendment or supplement thereto.


 


“U.S.” or
the “United States” shall mean the United States of America.


 


“Warrant Agreement”
shall mean that certain warrant agreement, dated January 11, 2018, by and between Platinum Eagle Acquisition Corp., the Company’s
legal predecessor, and Continental Stock Transfer & Trust Company, as warrant agent.


 


“You” or
 “Your” shall mean the Dealer Manager.


 






    	 	- 19 -	 



     


    

 


If the foregoing is in accordance
with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your
acceptance shall represent a binding agreement between the Company and the Dealer Manager.


 


		Very truly yours,
	 	 
	 	Target Hospitality Corp.
	 	 
	 	By	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to
Dealer Manager Agreement]


 






    	 	 	 



     


    

 


The foregoing Agreement is
hereby confirmed and accepted as of the date first above written.


 


BofA Securities, Inc.,
as Dealer Manager


 


	By:		
	 	Name:	 
	 	Title:	 



 


[Signature Page to Dealer Manager Agreement]


 






    	 	 	 



     


    

 


SCHEDULE I


 


Subsidiaries of the Company


 


	Name	 	Jurisdiction of Organization
	Arrow Bidco, LLC	 	Delaware
	Chard Camp Catering Service LTD.	 	Canada
	RL Signor Holdings, LLC	 	Delaware
	Target Hospitality Canada Inc.	 	Canada
	Target Logistics Management, LLC	 	Massachusetts
	Target Management Canada LTD.	 	Canada
	TLM Equipment, LLC	 	Delaware
	TL Proveeduria y Servicios S. de R.L. de C.V	 	Mexico
	Topaz Holdings LLC	 	Delaware
	US Iron Bidco, LLC	 	Delaware




 






    SI-1