EXECUTION VERSION


SEVENTH AMENDMENT


TO


FINANCING AGREEMENT


 


THIS SEVENTH AMENDMENT
TO FINANCING AGREEMENT (this “Amendment”), dated as of October 28, 2011 (the “Effective Date”),
by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana
limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively,
“Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”),
is as follows:


 


Preliminary Statements


 


A.           Borrowers
and Bank are parties to a Financing Agreement dated as of October 31, 2006, as amended by the First Amendment to Financing Agreement
dated as of October 1, 2007, the Second Amendment to Financing Agreement dated as of September 12, 2008, the Third Amendment to
Financing Agreement dated as of February 10, 2009, the Fourth Amendment to Financing Agreement dated as of December 29, 2010, the
Fifth Amendment to Financing Agreement dated as of February 4, 2011, and the Sixth Amendment to Financing Agreement dated a of
March 15, 2011 (as amended, the “Financing Agreement”). Capitalized terms which are used, but not defined, in
this Amendment will have the meanings given to them in the Financing Agreement.


 


B.           Borrowers
and Bank have agreed to further amend the Financing Agreement and the other Loan documents to (i) extend the date for termination
of the Financing Agreement from October 31, 2011 to January 31, 2012, (ii) reduce the amount of the total credit available to or
for the benefit of Borrowers from $20,000,000 to $12,000,000, (iii) add a minimum Revolving Loan Availability covenant of $1,000,000,
and (iv) make certain other changes to the Financing Agreement and certain of the other Loan Documents, all as contemplated by
the terms, and subject to the conditions, of this Amendment.


 


Statement of Amendment


 


In consideration of
the covenants, agreements, and conditions set forth in this Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Bank and Borrowers hereby agree as follows:


 


1.          Amendments
to Financing Agreement. Subject to the satisfaction of the conditions of this Amendment, the Financing Agreement is hereby
amended as follows:


 


1.1           Section
1.1 of the Financing Agreement is hereby amended by the addition of the following new definitions, in their proper alphabetical
order, to provide in their respective entireties as follows:


 



    	 



    	 



    

 


“Seventh
Amendment” means the Seventh Amendment to Credit Agreement, dated to be effective as of the Seventh Amendment Effective
Date, by and between Borrowers and Lender with respect to this Agreement.


 


“Seventh
Amendment Effective Date” means the Effective Date (as defined in the Seventh Amendment).


 


“Revolving
Commitment” means (i) beginning on the Closing Date through and including the day before the Seventh Amendment Effective
Date, $20,000,000, and (ii) beginning on the Seventh Amendment Effective Date and thereafter, $12,000,000.


 


1.2           The
following definition in Section 1.1 of the Financing Agreement is hereby amended in its entirety by substituting the following
in its place:


 


“Revolving
Loan Availability” means, as at any time, an amount, in Dollars, equal to:


 


(i)          an
amount equal to the lesser of: (a) the then Borrowing Base or (b) $12,000,000;


 


less         (ii)         then
aggregate outstanding principal amount of all Revolving Loans and all due but unpaid interest on the Loans, and all fees, commissions,
expenses and other charges posted to Borrowers’ loan account with Bank; and


 


less        (iii)        the
then Letter of Credit Reserve.


 


1.3           Section
2.1 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


			2.1           Total Facility. Subject
to the terms and conditions of this Agreement, Bank will make up to $12,000,000 in total credit available to, or for the benefit
of, Borrowers in the form of the following loans advanced or to be made under the following facilities: (i) revolving loans and
(ii) a letter of credit subfacility, all as more particularly described below.



 


1.4           The
first two sentences of Section 2.7 of the Financing Agreement, are hereby amended in their entireties by substituting the
following in their places:


 



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Borrowers’ obligation to
pay the principal of, and interest on, the Loans (exclusive of the Letter of Credit Exposure) made by Bank shall be evidenced by
a promissory note duly executed and delivered by Borrowers substantially in the form of Exhibit B attached to the Seventh
Amendment with blanks appropriately completed in conformity herewith (the “Revolving Loan Note”). The Revolving
Loan Note issued to Bank shall (a) be executed by Borrowers, (b) be payable to the order of Bank and be dated the Seventh Amendment
Effective Date, (c) be in a stated principal amount equal to $12,000,000, (d) mature on January 31, 2012, (e) bear interest as
provided in Section 3.1 in respect of the Prime Rate Loans and LIBOR Rate Loans, as the case may be, evidenced thereby,
(f) be subject to voluntary prepayment and mandatory repayment as provided herein, and (g) be entitled to the benefits, and be
subject to the terms, of this Agreement and the other Loan Documents.


 


1.5           Section
3.4 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


3.4           Unused
Commitment Fee. On the first Business Day of each and every calendar month until the Obligations are fully paid and satisfied
(and, as applicable, on the date this Agreement is terminated as provided in Section 11), Borrowers will pay to Bank
an Unused Commitment Fee in an amount equal to the result obtained by multiplying (i) the difference between (a) the then applicable
Revolving Commitment and (b) the average daily Revolving Loans advanced to Borrowers during the preceding calendar month (or portion
thereof during which any portion of the Revolving Loans (including the then Letter of Credit Reserve), was outstanding or during
which this Agreement was in full force and effect) for which the Unused Commitment Fee is being determined by (ii) the result
obtained (expressed as a percentage) by multiplying the Applicable Unused Commitment Fee by a fraction, the numerator of which
is the number of days in such calendar month during which this Agreement was in full force and effect (or during which any portion
of the Revolving Loans (including the then Letter of Credit Reserve) was outstanding) and the denominator of which is 360.


 


1.6           Section
10 of the Financing Agreement is hereby amended by the addition of new Section 10.34 in its proper numerical order,
to provide in its entirety as follows:


 


 10.34         Minimum
Availability. Borrowers will not permit the Revolving Loan Availability to be less than $1,000,000 as of any time.


 


1.7           The
second sentence of Section 11.1 of the Financing Agreement is hereby amended in its entirety by substituting the following
in its place:


 


Unless this Agreement is terminated
earlier under Sections 11.3 or 11.4, this Agreement shall terminate on January 31, 2012.


 


1.8           Section
11.2 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


11.2         Reserved.
[Reserved]


 



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1.9           Schedule
9.18 to the Financing Agreement is hereby amended in its entirety by substituting the document attached hereto as Schedule
9.18 in its place.


 


1.10         Exhibit
C to the Financing Agreement is hereby amended in its entirety by substituting the document attached hereto as Exhibit
C in its place. 


 


2.          Conditions;
Other Documents. As a condition precedent to the effectiveness of this Amendment, with the signing of this Amendment, Borrowers
will deliver, or cause to be delivered, to Bank, all in form and substance satisfactory to Bank: (i) the Second Amended and Restated
Revolving Loan Note in the form of Exhibit B attached to this Amendment (the “Amended and Restated Revolving Note”);
(ii) copies, certified by the Secretary of each Borrower, of resolutions of the Board of Directors or managers, as applicable,
of such Borrower, authorizing the execution of this Amendment and the other Seventh Amendment Documents (as defined below) to which
such Borrower is a party; (iii) the Reaffirmation of Guaranty and Security set forth after the signatures below, duly executed
by Parent; (iv) a copy, certified by the Secretary of Parent, of resolutions of the Board of Directors of Parent, authorizing the
execution of the Reaffirmation of Guaranty and Security referenced in the immediately preceding clause; (v) the Reaffirmation of
Subordination set forth after the signatures below, duly executed by Argentum; (vi) the Reaffirmation of Subordination set forth
after the signatures below, duly executed by Argentum, as agent on behalf of the Beacon Subordinated Noteholders; (vii) the Reaffirmation
of Subordination set forth after the signatures below, duly executed by Argentum, as agent on behalf of the Additional Beacon Subordinated
Noteholders; and (viii) such other documents, instruments, and agreements deemed necessary by Bank to effect the amendments to
Borrowers’ credit facilities with Bank contemplated by this Amendment.


 


3.          Representations.
To induce Bank to accept this Amendment, Borrowers hereby represent and warrant to Bank as follows:


 


3.1           Each
Borrower has full power and authority to enter into, and to perform its obligations under, as applicable, this Amendment and the
other Loan Documents executed, amended, or amended and restated in connection herewith (collectively, the “Seventh Amendment
Documents”) and the execution and delivery of, and the performance of its obligations under and arising out of, each
applicable Seventh Amendment Document has been duly authorized by all necessary corporate or limited liability company action,
as applicable.


 


3.2           Each
Seventh Amendment Document, as applicable, constitutes the legal, valid and binding obligations of such Borrower enforceable in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally.


 


3.3           Each
of Borrowers’ representations and warranties contained in the Loan Documents are complete and correct in all material respects
as of the date of this Amendment with the same effect as though these representations and warranties had been made again on and
as of the date of this Amendment (except where such representations and warranties speak solely as of an earlier date), subject
to those changes as are not prohibited by, or do not constitute Events of Default under, the Financing Agreement.


 



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3.4           No
Event of Default has occurred and is continuing under the Financing Agreement other than pursuant to Section 10.28 of the
Financing Agreement as a result of Borrowers’ violation of the Fixed Charge Coverage Ratio (as defined in Exhibit F
to the Financing Agreement) for the Fiscal Quarter ended June 30, 2011. Borrowers acknowledge Lender’s continued reservation
of rights as provided in the letter from Lender to Borrowers and Parent dated August 8, 2011 (the “Reservation of Rights
Letter”) with respect to the Existing Defaults (as defined in the Reservation of Rights Letter).


 


4.          Covenant.
Borrowers acknowledge the conditions for a Permitted Payment (defined below) of the Fox Subordinated Debt and the Kemner Subordinated
Debt on or about December 30, 2011 under the terms of the Fox Subordination Agreement and the Kemner Subordination Agreement, respectively,
are not met as of the Effective Date, and covenant and agree not to make all or any portion of any such Permitted Payment unless
there is strict compliance with the terms and conditions therefor in accordance with the Kemner Subordination Agreement and the
Fox Subordination Agreement, as applicable. As used herein, the term “Permitted Payment” shall have the meaning given
in the Fox Subordination Agreement or the Kemner Subordination Agreement, as applicable. 


 


5.          Costs
and Expenses. As a condition of this Amendment, Borrowers will promptly on demand pay or reimburse Bank for the costs and
expenses incurred by Bank in connection with this Amendment, including, without limitation, Attorneys’ Fees.


 


6.          Release.
Each Borrower hereby releases Bank from any and all liabilities, damages and claims arising from or in any way related to the Obligations
or the Loan Documents, other than such liabilities, damages and claims which arise after the execution of this Amendment. The foregoing
release does not release or discharge, or operate to waive performance by, Bank of its express agreements and obligations stated
in the Loan Documents on and after the date of this Amendment.


 


7.          Default.
Any default by Borrowers in the performance of Borrowers’ obligations under this Amendment shall constitute an Event of Default
under the Financing Agreement.


 


8.          Continuing
Effect of the Financing Agreement; Security. Except as expressly amended hereby, all of the provisions of the Financing
Agreement are ratified and confirmed and remain in full force and effect. Borrowers and Bank hereby expressly intend that this
Amendment shall not in any manner: (a) constitute the refinancing, refunding, payment or extinguishment of the Obligations evidenced
by the existing Loan Documents; (b) be deemed to evidence a novation of the outstanding balance of the Obligations; or (c) replace,
impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Loan Collateral granted pursuant to
the Loan Documents. Each Borrower ratifies and reaffirms any and all grants of Liens to Bank on the Loan Collateral as security
for the Obligations, and each Borrower acknowledges and confirms that the grants of the Liens to Bank on the Loan Collateral: (i)
represent continuing Liens on all of the Loan Collateral, (ii) secure all of the Obligations, and (iii) represent valid, first
and best Liens on all of the Loan Collateral except to the extent, if any, of the Permitted Liens.


 



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9.          One
Agreement; References; Fax Signature. The Financing Agreement, as amended by this Amendment, will be construed as one agreement.
All references in any of the Loan Documents to (a) the Financing Agreement will be deemed to be references to the Financing Agreement
as amended by this Amendment, and (b) the Revolving Loan Note will be deemed to be references to the Amended and Restated Revolving
Loan Note. This Amendment may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution
thereof, and if so signed, (i) may be relied on by each party as if the documents were a manually signed original and (ii) will
be binding on each party for all purposes.


 


10.         Captions.
The headings to the Sections of this Amendment have been inserted for convenience of reference only and shall in no way modify
or restrict any provisions hereof or be used to construe any such provisions.


 


11.         Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute
one and the same instrument.


 


12.         Entire
Agreement. This Amendment, together with the other Loan Documents, sets forth the entire agreement of the parties with
respect to the subject matter of this Amendment and supersedes all previous understandings, written or oral, in respect of this
Amendment.


 


13.         Governing
Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Ohio (without
regard to Ohio conflicts of law principles).


 


14.         Reaffirmation
of Cross-Guaranty. Each Borrower hereby: (i) ratifies and reaffirms the Cross-Guaranty and (ii) acknowledges and agrees
that no Borrower is released from its obligations under the Cross-Guaranty by reason of this Amendment or the other Loan Documents
and that the obligations of each Borrower under the Cross-Guaranty extend, among other Obligations of Borrowers to Lender, to the
Obligations of Borrowers under this Amendment and other Loan Documents.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF,
this Amendment has been duly executed by Borrowers as of the Effective Date.


 


	 	ENVIRONMENTAL QUALITY 

MANAGEMENT, INC. 
	 	 	 
	 	By:	/s/ Robert R. Galvin
	 	 	Robert R. Galvin, Chief Financial Officer
	 	 	 
	 	EQ ENGINEERS, LLC
	 	 	 
	 	By: 	/s/ Jack S. Greber
	 	 	Jack S. Greber, Manager


 


Accepted at Cincinnati, Ohio


as of the Effective Date.


 


	U.S. BANK NATIONAL ASSOCIATION
	 
	By:	/s/ Aaron R. Sceva
	 	Aaron R. Sceva, Banking Officer


 



    	 



    	 



    

 












REAFFIRMATION OF GUARANTY AND SECURITY


 


The undersigned (“Parent”)
hereby: (i) consents to the execution and delivery of the foregoing Seventh Amendment to Financing Agreement (the “Seventh
Amendment”) made by Environmental Quality Management, Inc., an Ohio corporation (“EQMI”), and EQ Engineers,
LLC, an Indiana limited liability company, to U.S. Bank National Association, a national banking association (“Lender”);
(ii) ratifies and reaffirms the Parent Guaranty, the Parent Pledge Agreement, and the other Loan Documents to which Parent is a
party (collectively, the “Parent Loan Documents”); and (iii) acknowledges and agrees that Parent is not released
from its obligations under the Parent Loan Documents by reason of the Seventh Amendment or the documents, instruments or agreements
executed in connection therewith and that the Guaranteed Obligations (as defined in the Parent Guaranty, the “Guaranteed
Obligations”) extend, among other Obligations of Borrowers to Lender, to the Obligations of Borrowers under the Seventh
Amendment and the documents, instruments or agreements executed in connection therewith. Without limiting any of the foregoing,
Parent further acknowledges receipt of a copy of the Seventh Amendment.


 


Parent further ratifies
and reaffirms any and all grants of Liens to Lender on the Loan Collateral as security for the Guaranteed Obligations, and Parent
acknowledges and confirms that the grants of the Liens to Lender on the Loan Collateral: (i) represent continuing Liens on all
of the Loan Collateral, (ii) secure all of the Guaranteed Obligations, and (iii) represent valid, first and best Liens on all of
the Loan Collateral except to the extent of any Permitted Liens.


 


Parent hereby releases
Lender from any and all liabilities, damages and claims arising from or in any way related to the Guaranteed Obligations, the Parent
Loan Documents, or the other Loan Documents, other than such liabilities, damages and claims which arise after the Effective Date.
The foregoing release does not release or discharge, or operate to waive performance by, Lender of its express agreements and obligations
stated in the Loan Documents on and after the Effective Date.


 


This Reaffirmation
of Guaranty and Security (this “Reaffirmation”) shall not be construed, by implication or otherwise, as imposing
any requirement that Lender notify or seek the consent of Parent relative to any past or future extension of credit, or modification,
extension or other action with respect thereto, in order for any such extension of credit or modification, extension or other action
with respect thereto to be subject to the Parent Loan Documents, it being expressly acknowledged and reaffirmed that Parent has
under the Parent Loan Documents consented, among other things, to modifications, extensions and other actions with respect thereto
without any notice thereof or further consent thereto.


 


All capitalized terms
used in this Reaffirmation and not otherwise defined herein shall have the meanings ascribed thereto in the Seventh Amendment or
the Financing Agreement, as applicable. This Reaffirmation may be signed by facsimile signatures
or other electronic delivery of an image file reflecting the execution hereof, and, if so signed: (i) may be relied on by Lender
as if the document were a manually signed original and (ii) will be binding on Parent for all purposes.


 


[Signature Page Follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Reaffirmation to be effective as of the Effective Date.


 


	 	EQM TECHNOLOGIES & ENERGY, INC.,
	 	formerly known as Beacon Energy Holdings, Inc.
	 	 
	 	By:	/s/ James E. Wendle
	 	 	James E. Wendle, President and
	 	 	Chief Operating Officer


 


SIGNATURE PAGE TO


REAFFIRMATION OF GUARANTY AND SECURITY


SEVENTH AMENDMENT TO FINANCING AGREEMENT


(Environmental Quality Management, Inc.,
et al.)


 



    	 



    	 



    

 


REAFFIRMATION OF SUBORDINATION


 


The undersigned (“Subordinated
Creditor”) hereby: (i) consents to the execution and delivery of the foregoing Seventh Amendment to Financing Agreement
(the “Seventh Amendment”) made by Environmental Quality Management, Inc., an Ohio corporation (“EQMI”),
and EQ Engineers, LLC, an Indiana limited liability company, to U.S. Bank National Association, a national banking association
(“Lender”); (ii) ratifies and reaffirms its letter agreement regarding the Subordination of Agreement and Plan
of Merger dated October 31, 2006, made by Subordinated Creditor to Lender (the “Subordination Agreement”); and
(iii) acknowledges and agrees that Subordinated Creditor is not released from its obligations under the Subordination Agreement
by reason of the Seventh Amendment or the documents, instruments or agreements executed in connection therewith and that the obligations
of Subordinated Creditor under the Subordination Agreement extend, among other Obligations of EQMI to Lender and subject to the
terms of the Subordination Agreement, to the Obligations of EQMI under the Seventh Amendment and the documents, instruments or
agreements executed in connection therewith. Without limiting any of the foregoing, Subordinated Creditor further acknowledges
receipt of a copy of the Seventh Amendment.


 


This Reaffirmation
of Subordination (this “Reaffirmation”) shall not be construed, by implication or otherwise, as imposing any
requirement that Lender notify or seek the consent of Subordinated Creditor relative to any past or future extension of credit,
or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension
or other action with respect thereto to be subject to the Subordination Agreement.


 


All capitalized terms
used in this Reaffirmation and not otherwise defined herein shall have the meanings ascribed thereto in the Seventh Amendment.
This Reaffirmation may be signed by facsimile signatures or other electronic delivery of an image
file reflecting the execution hereof, and, if so signed: (i) may be relied on by Lender as if the document were a manually signed
original and (ii) will be binding on Subordinated Creditor for all purposes.


 


IN WITNESS WHEREOF,
the undersigned has executed this Reaffirmation to be effective as of the Effective Date.


 


	 	ARGENTUM CAPITAL PARTNERS II, L.P.,
	 	 
	 	By: Argentum Partners II, LLC, its General Partner
	 	 
	 	By: Argentum Investments, LLC, its Managing Member


 


	 	By:	/s/ Walter H. Barandiaran
	 	 	Walter H. Barandiaran, Managing Member


  



    	 



    	 



    

 


REAFFIRMATION OF SUBORDINATION


(Beacon Subordinated Noteholders)


 


The undersigned, on
its behalf and as agent for the Subordinated Lenders (as defined in the Subordination Agreement defined below, the “Subordinated
Lenders”) (the undersigned, in such capacities, being the “Subordinated Lender Agent”), hereby: (i)
consents to the execution and delivery of the foregoing Seventh Amendment to Financing Agreement (the “Seventh Amendment”)
made by Environmental Quality Management, Inc., an Ohio corporation (“EQMI”), and EQ Engineers, LLC, an Indiana
limited liability company, to U.S. Bank National Association, a national banking association (“Lender”) and
the transactions contemplated thereby; (ii) ratifies and reaffirms the Subordination Agreement dated February 4, 2011, made by
Subordinated Lender Agent and the Subordinated Lenders in favor of Lender (the “Subordination Agreement”); and
(iii) acknowledges and agrees that none of Subordinated Lender Agent or the Subordinated Lenders is released from his, her or its
obligations under the Subordination Agreement by reason of the Seventh Amendment or the documents, instruments or agreements executed
in connection therewith. Without limiting any of the foregoing, Subordinated Lender Agent, on behalf of itself and the Subordinated
Lenders, further acknowledges receipt of a copy of the Seventh Amendment.


 


This Reaffirmation
of Subordination (this “Reaffirmation”) shall not be construed, by implication or otherwise, as imposing any
requirement that Lender notify or seek the consent of Subordinated Lender Agent or the Subordinated Lenders relative to any past
or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension
of credit or modification, extension or other action with respect thereto to be subject to the Subordination Agreement, it being
expressly acknowledged and reaffirmed that Subordinated Lender Agent and the Subordinated Lenders have under the Subordination
Agreement consented, among other things, to modifications, extensions and other actions with respect thereto without any notice
thereof or further consent thereto.


 


All capitalized terms
used in this Reaffirmation and not otherwise defined herein shall have the meanings ascribed thereto in the Seventh Amendment.
This Reaffirmation may be signed by facsimile signatures or other electronic delivery of an image
file reflecting the execution hereof, and, if so signed: (i) may be relied on by Lender as if the document were a manually signed
original and (ii) will be binding on Subordinated Lender Agent and the Subordinated Lenders for all purposes.


 


IN WITNESS WHEREOF,
the undersigned has executed this Reaffirmation to be effective as of the Effective Date.


 


	 	ARGENTUM CAPITAL PARTNERS II, L.P., as Subordinated Lender Agent, on behalf of itself and the Subordinated Lenders
	 	 
	 	By: Argentum Partners II, LLC, its General Partner
	 	 
	 	By: Argentum Investments, LLC, its Managing Member


 


	 	By:	/s/ Walter H. Barandiaran
	 	 	Walter H. Barandiaran, Managing Member


  



    	 



    	 



    

 


REAFFIRMATION OF SUBORDINATION


(Additional Beacon Subordinated Noteholders)


 


The undersigned, on
its behalf and as agent for the Subordinated Lenders (as defined in the Subordination Agreement defined below, the “Subordinated
Lenders”) (the undersigned, in such capacities, being the “Subordinated Lender Agent”), hereby: (i)
consents to the execution and delivery of the foregoing Seventh Amendment to Financing Agreement (the “Seventh Amendment”)
made by Environmental Quality Management, Inc., an Ohio corporation (“EQMI”), and EQ Engineers, LLC, an Indiana
limited liability company, to U.S. Bank National Association, a national banking association (“Lender”) and
the transactions contemplated thereby; (ii) ratifies and reaffirms the Subordination Agreement dated March 15, 2011, made by Subordinated
Lender Agent and the Subordinated Lenders in favor of Lender (the “Subordination Agreement”); and (iii) acknowledges
and agrees that none of Subordinated Lender Agent or the Subordinated Lenders is released from his, her or its obligations under
the Subordination Agreement by reason of the Seventh Amendment or the documents, instruments or agreements executed in connection
therewith. Without limiting any of the foregoing, Subordinated Lender Agent, on behalf of itself and the Subordinated Lenders,
further acknowledges receipt of a copy of the Seventh Amendment.


 


This Reaffirmation
of Subordination (this “Reaffirmation”) shall not be construed, by implication or otherwise, as imposing any
requirement that Lender notify or seek the consent of Subordinated Lender Agent or the Subordinated Lenders relative to any past
or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension
of credit or modification, extension or other action with respect thereto to be subject to the Subordination Agreement, it being
expressly acknowledged and reaffirmed that Subordinated Lender Agent and the Subordinated Lenders have under the Subordination
Agreement consented, among other things, to modifications, extensions and other actions with respect thereto without any notice
thereof or further consent thereto.


 


All capitalized terms
used in this Reaffirmation and not otherwise defined herein shall have the meanings ascribed thereto in the Seventh Amendment.
This Reaffirmation may be signed by facsimile signatures or other electronic delivery of an image
file reflecting the execution hereof, and, if so signed: (i) may be relied on by Lender as if the document were a manually signed
original and (ii) will be binding on Subordinated Lender Agent and the Subordinated Lenders for all purposes.


 


IN WITNESS WHEREOF,
the undersigned has executed this Reaffirmation to be effective as of the Effective Date.


 


	 	ARGENTUM CAPITAL PARTNERS II, L.P., as Subordinated Lender Agent, on behalf of itself and the Subordinated Lenders
	 	 
	 	By: Argentum Partners II, LLC, its General Partner
	 	 
	 	By: Argentum Investments, LLC, its Managing Member


 


	 	By:	/s/ Walter H. Barandiaran
	 	 	Walter H. Barandiaran, Managing Member


 



    	 



    	 



    

 


EXHIBIT B


 


(Revolving Loan Note)


 


SECOND AMENDED AND RESTATED REVOLVING
LOAN NOTE


 


	$12,000,000.00	Cincinnati, Ohio
	 	November 1, 2006
	 	First Amendment and Restatement February 10, 2009
	 	Second Amendment and Restatement October 28, 2011
	 	(Effective Date)


 


For value received,
the undersigned, ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), and EQ ENGINEERS, LLC,
an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrower” and, collectively,
“Borrowers”), hereby jointly and severally promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a
national banking association (“Bank”), on or before the Facility Termination Date under the Financing Agreement
dated as of October 31, 2006, as amended by the First Amendment to Financing Agreement dated as of October 1, 2007, the Second
Amendment to Financing Agreement dated as of September 12, 2008, the Third Amendment to Financing Agreement dated as of February
10, 2009, the Fourth Amendment to Financing Agreement dated as of December 29, 2010, the Fifth Amendment to Financing Agreement
dated as of February 4, 2011, the Sixth Amendment to Financing Agreement dated as of March 14, 2011 and the Seventh Amendment to
Financing Agreement dated of even date herewith (as amended and as the same may hereafter be further amended, supplemented or restated
from time to time, the “Financing Agreement”) by and among Borrowers and Bank, in lawful money of the United
States of America and in immediately available funds, the principal sum of TWELVE MILLION AND 00/100 DOLLARS ($12,000,000) or,
if less, the aggregate unpaid principal amount of all Revolving Loans made by Bank to Borrowers pursuant to the terms of the Financing
Agreement, together with interest from the date hereof until this Second Amended and Restated Revolving Loan Note (this “Note”)
is fully paid on the principal amount hereunder remaining unpaid from time to time, computed in the manner, and at the rates from
time to time in effect, under the Financing Agreement. The principal hereof and interest accruing thereon shall be due and payable
as provided in the Financing Agreement.


This Note is the
Revolving Loan Note referred to in the Financing Agreement and is entitled to the benefits and security, and is subject to the
terms and conditions, of the Financing Agreement, including, without limitation, acceleration upon the terms provided therein and
in the other Loan Documents. All capitalized terms used herein which are defined in the Financing Agreement and not otherwise defined
herein shall have the meanings given in the Financing Agreement.


 


This Note is subject to voluntary and mandatory
prepayment, in full or in part, in accordance with, and subject to the terms of, the Financing Agreement.


 


Upon the occurrence of an Event of Default,
and after the lapse of any applicable period of cure, the outstanding principal balance hereunder, together with any accrued but
unpaid interest and together with all of the other Obligations, may be accelerated and become immediately due and payable at the
option of Bank and without demand or notice of any kind (which are hereby expressly waived by Borrowers).


 



    	 



    	 



    

 


Borrowers hereby agree to pay all costs
of collection, including Attorneys’ Fees, if this Note is not paid when due, whether or not legal proceedings are commenced.


 


Presentment or other demand for payment,
notice of dishonor and protest are hereby expressly waived by Borrowers.


 


All of the obligations of Borrowers hereunder
are joint, several and primary. No Borrower shall be or be deemed to be an accommodation party with respect to this Note.


 


This Note is issued, not as a refinancing
or refunding of or payment toward, but as a continuation of, the Prior Note Obligations, together with any and all additional Revolving
Loans incurred under this Note; provided that the unpaid principal balance of such Prior Note Obligations, together with
any and all such additional Revolving Loans incurred under this Note, shall not exceed the maximum principal amount of this Note
(the “Principal Amount Cap”). Accordingly, this Note shall not be construed as a novation or extinguishment
of the Prior Note Obligations, and its issuance shall not affect the priority of any Lien granted in connection with the Prior
Note. This Note amends and restates the Prior Note in its entirety. Interest accrued under the Prior Note prior to the date of
this Note remains accrued and unpaid under this Note and does not constitute any part of the principal amount of the Indebtedness
evidenced hereby. The entire unpaid principal balance of the Prior Note Obligations shall, together with any and all additional
Revolving Loans incurred under this Note, continue in existence under this Note up to the Principal Amount Cap, which Obligations
(including, but not limited to, such Prior Note Obligations) each Borrower acknowledges, affirms, and confirms to Bank. The Indebtedness
evidenced by this Note will continue to be secured by all of the Loan Collateral and other security granted to, or for the benefit
of, Bank under the Prior Note, the Financing Agreement and the other Loan Documents. As used herein, (i) “Prior Note”
means that certain Amended and Restated Revolving Loan Note dated as of February 10, 2009, made by Borrowers to the order of Bank
in the principal amount of $20,000,000 (together with all prior amendments thereto or restatements thereof) and (ii) “Prior
Note Obligations” means the Obligations of Borrowers to Bank created or existing under, pursuant to, as a result of,
or arising out of, the Prior Note.


 


THIS NOTE HAS BEEN DELIVERED AND ACCEPTED
AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT CINCINNATI, OHIO. THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
OHIO (WITHOUT REFERENCE TO OHIO CONFLICTS OF LAW PRINCIPLES).


 



    	 



    	 



    

 


AS A SPECIFICALLY BARGAINED INDUCEMENT
FOR BANK TO ENTER INTO THE FINANCING AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AND BANK AGREE THAT ANY ACTION, SUIT OR
PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, ITS VALIDITY OR PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF BANK,
ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION
ACTIONS RELATED TO REPAYMENT OF THE OBLIGATIONS, SHALL, AT THE SOLE OPTION OF BANK, BE INITIATED AND PROSECUTED AS TO BORROWERS
AND BANK AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BANK AND BORROWERS EACH CONSENT TO AND SUBMIT TO THE EXERCISE OF
JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER,
AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND BANK AT THEIR RESPECTIVE ADDRESSES
SET FORTH IN SECTION 15.9 OF THE FINANCING AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. BORROWERS
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS
TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.


 


AS A SPECIFICALLY BARGAINED INDUCEMENT
FOR BANK TO ENTER INTO THE FINANCING AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AND BANK EACH WAIVE TRIAL BY JURY WITH
RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE OR THE CONDUCT OF THE RELATIONSHIP AMONG
BANK AND BORROWERS.


 


[Signature Page Follows]







    	 



    	 



    

 


In Witness Whereof,
Borrowers have caused this Note to be executed and delivered by their duly authorized officers as of the day and year and at the
place set forth above.


 


	 	ENVIRONMENTAL QUALITY MANAGEMENT, INC.
	 	 
	 	By:	/s/ James E. Wendle.
	 	 	James E. Wendle, President and Chief Operating Officer
	 	 
	 	EQ ENGINEERS, LLC
	 	 
	 	By:	/s/ Jack S. Greber.
	 	 	Jack S. Greber, Manager


 


SIGNATURE PAGE TO


SECOND AMENDED AND RESTATED REVOLVING LOAN
NOTE


(Seventh Amendment to Financing Agreement) 


 



    	 



    	 



    

 


EXHIBIT C


 


(Borrowing Base Certificate)


 


See attached.


 



    	 



    	 



    

   


BORROWING BASE CERTIFICATE


 


	To:	U.S. Bank National Association	Certificate No.	 	 	 	 	 
	From:   	Environmental Quality Management, Inc. ("Borrower")       	Certificate Date:	 	 	 	 	 
	 	 	Activity From:	 	 	 	 	 
	 	 	To:	 	 	 	 	 
	 	 	 	 	 	 	 	 


 


	 	 	 	 	EQ Combined Borrowing	 	 	Borrower-EQM	 	 	Borrower-EQE	 
	 	 	 	 	A/R	 	 	UNBILLED REVENUE	 	 	A/R	 	 	UNBILLED REVENUE	 	 	A/R	 	 	UNBILLED REVENUE	 
	 	1	 	Balance from Previous Certificate #59	 	$	-	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2	 	Add: Gross Invoices since last Certificate	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3	 	Less: Credit Memos since last certificate	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 
	 	4	 	Total Cash Collections since last Certificate	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	5	 	-  Non A/R Collections sicne last certificate	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 
	 	6	 	+ Discounts & Allow. Since last Certificate	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	7	 	= Total Gross Payments Posted to A/R (4-5+6)	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	 	8	 	+ Misc. Debit Adjustments	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	9	 	- Misc. Credit Adjustments	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	 	10	 	A/R BALANCE THIS CERTICATE (1+2-3-7+8+9)	 	$	-	 	 	 	 	 	 	$	-	 	 	 	 	 	 	$	-	 	 	 	 	 
	 	11	 	Unbilled Revenue since late Certificate	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 
	 	12	 	Billings in excess of Unbilled Revenue since last Certificate	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 
	 	12	 	Less Ineligibles as of this Certificate	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	 	13	 	Eligible Receivables (A/R) & Eligible Unbilled Revenue	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	 	14	 	Approved Rate of Advance	 	 	0.80	 	 	 	0.60	 	 	 	0.80	 	 	 	0.60	 	 	 	0.80	 	 	 	0.60	 
	 	15	 	Availability (13 x 14)	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	-	 
	 	16	 	Loan Sublimit	 	 	12,000,000.00	 	 	 	4,000,000.00	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 	17	 	Lesser of Availability or Sublimit (15 or 16)	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	-	 
	 	18	 	Combined Availability (A/R, Joint Venture A/R & Unbilled Rev.)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 
	 	19	 	Facility Cap for Revolving Portion of Loan Only	 	 	12,000,000.00	 	 	 	 	 	 	 	N/A	 	 	 	 	 	 	 	N/A	 	 	 	 	 
	 	20	 	Lesser of the Facility Cap or Total Availability (18 or 19)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 
	 	21	 	Less: Letters of Credit	 	 	2,000,000.00	 	 	 	 	 	 	 	2,000,000.00	 	 	 	 	 	 	 	-	 	 	 	 	 
	 	22	 	Less: Loan Reserve	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 
	 	23	 	NET AVAILABILITY (20-21-22)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	24	 	Loan Balance from Certificate #59	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	25	 	Total Cash Collections	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	26	 	+ Total Loan Advances	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	27	 	+ Loan Fees Charged	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	28	 	+/- Other Adjustments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	29	 	= LOAN BALANCE THIS CERTIFICATE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	30	 	EXCESS (DEFICIT) AVAILABILITY (23-29)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


The undersigned certifies that the foregoing report is true,
correct and complete and in accordance with the terms of the Financing Agreement between Borrower and Bank and that no Event of
Default has occurred or is continuing under the Financing Agreement


 


	By:	 	 
	 	 	 
	Title:	Corporate Controller	 


 









    	 



    	 



    
   


Ineligibles


To: U.S. Bank National Association


Client Name: Environmental Quality Management, Inc.


 


Ineligible Collateral as of 8/31/11


 


	 	 	EQ Combined	 	 	EQ Combined	 	 	EQM	 	 	EQM	 	 	EQE	 	 	EQE	 
	Category	 	A/R	 	 	Unbilled Revenue	 	 	A/R	 	 	Unbilled Revenue	 	 	A/R	 	 	Unbilled Revenue	 
	Over 90 days past invoice date	 	$	-	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credits over 90 days	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25%cross-age	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Contras   *	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Affiliate (other than Permitted Joint Venture) receivables   *	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inter-company receivables    *	 	$	-	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Officer/employee     *	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Government A/R not in compliance with Subsection (ii) (e) of the	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	definition of "Eligible Receivables" under the Financing Agreement   
    *	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Joint Venture A/R above $1,250M	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debtors in bankruptcy      *	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Finance charges     *	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Foreign A/R without acceptable letter of credit   *	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Progress Billings	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Retentions/Holdbacks	 	$	-	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Liquidating Damages	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bonded non United States Debtor A/R	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Adjustments +/- (indirect cost rates)	 	$	-	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COD/ Cash Sales	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portion of accounts (other than Unites State Debtor) exceeding 20% of total eligible
    A/R	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EQE Held	 	 	 	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other: Madison County WIP	 	 	 	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other: Reserve-Iraq FOB Hope 	  	 	$	-	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Ineligible A/R or Unbilled Revenue	 	$	-	 	 	$	-	 	 	$	-	 	 	$	-	 	 	$	-	 	 	$	-	 



 


* Net of amounts already included in past-due or cross-age
categories.


 


The undersigned certifies that the foregoing report is true,
correct and complete and in accordance with the terms of the Financing Agreement between Borrower and Bank and that no Event of
Default has occurred or is continuing under the Financing Agreement


 


	By:	 	 
	 	 	 
	Title:	Corporate Controller	 


 



    	 



    	 



    



  


SCHEDULE
9.18


 


(Capitalization;
Warrants; Stock Restriction Agreements)


 


Capitalization and
Warrants- See attached.


 


Existing Stock Restriction Agreements:


 


		1.	Shareholders Agreement dated as of October 31, 2006, as
                                                               amended by the Amendment to Shareholders Agreement dated as of
                                                               April 23, 2008.



 


		2.	Stock Restriction Agreements dated in 1991 and 1995, substantially
                                                               in the form of that certain Stock Restriction Agreement dated as
                                                               of April 10, 1995, between EQMI and John Miller.



 



    	 



    	 



    

 


EQM COMMON STOCK EQUIVALENTS
BY HOLDER


 


	 	 	Voting	 	 	Non-Voting	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	Convertible Debt (b)	 	 	 	 	 	 	 
	 	 	 	 	 	Series A	 	 	 	 	 	Old Beacon	 	 	Spring 2011	 	 	 	 
	 	 	Common	 	 	Preferred	 	 	Options &	 	 	Notes	 	 	Notes	 	 	Total F.D. As-Converted
    CSEs	 
	 	 	Stock (a)	 	 	$0.35	 	 	Warrants	 	 	$1.3899	 	 	$0.4000	 	 	# of CSEs	 	 	% of Total	 
	Senior Management	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jack S. Greber	 	 	2,259,249	 	 	 	-	 	 	 	735,000	 	 	 	143,896	 	 	 	937,500	 	 	 	4,075,645	 	 	 	8.1	%
	James E. Wendle	 	 	361,000	 	 	 	-	 	 	 	1,140,000	 	 	 	-	 	 	 	250,000	 	 	 	1,751,000	 	 	 	3.5	%
	Robert R. Galvin (including R.F. Galvin)	 	 	451,250	 	 	 	-	 	 	 	1,050,000	 	 	 	-	 	 	 	375,000	 	 	 	1,876,250	 	 	 	3.7	%
	Joseph P. Hoffman	 	 	-	 	 	 	-	 	 	 	250,000	 	 	 	-	 	 	 	375,000	 	 	 	625,000	 	 	 	1.2	%
	James Zody	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	37,500	 	 	 	37,500	 	 	 	0.1	%
	Subtotal Senior Management	 	 	3,071,499	 	 	 	-	 	 	 	3,175,000	 	 	 	143,896	 	 	 	1,975,000	 	 	 	8,365,395	#	 	 	16.6	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Directors	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Walter Barandiaran, Chairman	 	 	103,269	 	 	 	-	 	 	 	-	 	 	 	107,922	 	 	 	250,000	 	 	 	461,191	 	 	 	0.9	%
	Jon Colin, Director	 	 	50,000	 	 	 	-	 	 	 	125,000	 	 	 	-	 	 	 	250,000	 	 	 	425,000	 	 	 	0.8	%
	Carlos Aguero, Director	 	 	706,251	 	 	 	-	 	 	 	50,000	 	 	 	107,922	 	 	 	125,000	 	 	 	989,173	 	 	 	2.0	%
	Paul Garrett, Director	 	 	50,000	 	 	 	-	 	 	 	150,000	 	 	 	-	 	 	 	-	 	 	 	200,000	 	 	 	0.4	%
	Subtotal Directors	 	 	909,520	 	 	 	-	 	 	 	325,000	 	 	 	215,844	 	 	 	625,000	 	 	 	2,075,364	 	 	 	4.1	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Others	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Argentum Capital Partners I & II	 	 	13,244,269	 	 	 	8,571,429	 	 	 	-	 	 	 	287,791	 	 	 	1,625,000	 	 	 	23,728,489	 	 	 	47.1	%
	Mathers Associates	 	 	223,278	 	 	 	-	 	 	 	-	 	 	 	143,896	 	 	 	875,000	 	 	 	1,242,174	 	 	 	2.5	%
	Lawrence Kaplan	 	 	376,641	 	 	 	-	 	 	 	-	 	 	 	35,974	 	 	 	500,000	 	 	 	912,615	 	 	 	1.8	%
	Michael Miller	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	500,000	 	 	 	500,000	 	 	 	1.0	%
	Charles Hallinan	 	 	548,928	 	 	 	-	 	 	 	-	 	 	 	71,948	 	 	 	250,000	 	 	 	870,876	 	 	 	1.7	%
	Daniel Raynor	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	250,000	 	 	 	250,000	 	 	 	0.5	%
	Lander Burr 1985 Trust	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	125,000	 	 	 	125,000	 	 	 	0.2	%
	Maththew Burr 1985 Trust	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	125,000	 	 	 	125,000	 	 	 	0.2	%
	Robert Frome	 	 	34,172	 	 	 	-	 	 	 	-	 	 	 	35,974	 	 	 	125,000	 	 	 	195,146	 	 	 	0.4	%
	Kurien Jacob	 	 	35,019	 	 	 	-	 	 	 	-	 	 	 	35,974	 	 	 	125,000	 	 	 	195,993	 	 	 	0.4	%
	Stan (Eileen) Kaplan	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	125,000	 	 	 	125,000	 	 	 	0.2	%
	Andrew Peskoe	 	 	68,483	 	 	 	-	 	 	 	-	 	 	 	71,948	 	 	 	125,000	 	 	 	265,431	 	 	 	0.5	%
	Futurtec L.P.	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	87,500	 	 	 	87,500	 	 	 	0.2	%
	Lawrence J. Rubinstein	 	 	87,413	 	 	 	-	 	 	 	-	 	 	 	35,974	 	 	 	62,500	 	 	 	185,887	 	 	 	0.4	%
	J. Arnold Witte	 	 	281,721	 	 	 	-	 	 	 	-	 	 	 	107,922	 	 	 	-	 	 	 	389,643	 	 	 	0.8	%
	Others	 	 	10,335,586	 	 	 	-	 	 	 	25,000	 	 	 	-	 	 	 	-	 	 	 	10,360,586	 	 	 	20.6	%
	Employee Options	 	 	-	 	 	 	-	 	 	 	400,000	 	 	 	-	 	 	 	-	 	 	 	400,000	 	 	 	0.8	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	 	29,216,529	 	 	 	8,571,429	 	 	 	3,925,000	 	 	 	1,187,141	 	 	 	7,500,000	 	 	 	50,400,099	 	 	 	100.0	%



 


(a) Excludes escrow shares


(b) Excludes common stock equivalents underlying
any accrued but unpaid interest that is also convertible into common stock


(c) As Convertible Debt, Options, and Warrants
are not voting on an as-converted basis, Argentum’s voting percentage is 57.7%