Execution Copy


 


U.S. $20,000,000


 


FINANCING AGREEMENT,


 


dated as of October 31, 2006,


 


between


 


U.S. BANK NATIONAL ASSOCIATION


 


as Bank


 


and


 


ENVIRONMENTAL QUALITY MANAGEMENT, INC.


 


as Borrower


 



    	 



    	 



    

 


TABLE OF CONTENTS


 


	1.	DEFINITIONS	 	1
	 	 	 	 	 
	 	1.1	Defined Terms	 	1
	 	1.2	Environmental Definitions.	 	18
	 	1.3	Other Definitional Provisions; Construction	 	19
	 	 	 	 
	2.	LOANS AND OTHER FINANCIAL ACCOMMODATIONS	 	20
	 	 	 	 	 
	 	2.1	Total Facility	 	20
	 	2.2	Revolving Loans	 	21
	 	2.3	General Conditions	 	21
	 	2.4	Letters of Credit	 	21
	 	2.5	No Deficiency	 	22
	 	2.6	Disbursement of Revolving Loans	 	23
	 	2.7	Notes; Records of Advances of Credit	 	24
	 	2.8	No Limitation on Liens	 	24
	 	2.9	Advance Rates and Sublimits	 	24
	 	2.10	Conditions to Initial Loans	 	25
	 	2.11	One General Obligation; Cross-Collateralized	 	26
	 	 	 	 
	3.	INTEREST CHARGES; FEES	 	26
	 	 	 	 	 
	 	3.1	Interest on Loans	 	26
	 	3.2	Increased Costs	 	30
	 	3.3	Loan Administration Fee	 	30
	 	3.4	Unused Commitment Fee	 	30
	 	3.5	Letter of Credit Fees	 	30
	 	3.6	Calculation of Certain Charges	 	31
	 	3.7	Payments; Charging Loan Account	 	31
	 	3.8	Maximum Rate	 	31
	 	 	 	 
	4.	MONTHLY LOAN ACTIVITY ACCOUNTINGS	 	32
	 	 	 	 
	5.	SECURITY	 	32
	 	 	 	 	 
	 	5.1	Security Documents	 	32
	 	5.2	Life Insurance Proceeds	 	32
	 	 	 	 
	6. 	FURTHER ASSURANCES	 	32
	 	 	 	 
	7.	RECEIVABLES; INVENTORY; COLLECTION OF RECEIVABLES; DISPUTED RECEIVABLES; PROCEEDS OF INVENTORY.	 	33
	 	 	 	 	 
	 	7.1	Agreements Regarding Receivables	 	33
	 	7.2	Agreements Regarding Inventory	 	33
	 	7.3	Locked Box	 	33
	 	7.4	Special Account	 	34
	 	7.5	Crediting of Remittances	 	34
	 	7.6	Cost of Collection	 	35
	 	7.7	On-Line Banking; Cash Management Services	 	35
	 	 	 	 	 
	8. 	EXAMINATION OF LOAN COLLATERAL; REPORTING. 	 	35


 



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	 	8.1	Maintenance of Books and Records	35
	 	8.2	Access and Inspection	35
	 	8.3	Reporting Regarding Receivables	36
	 	8.4	Reporting Regarding Government Contracts	36
	 	8.5	Monthly Financial Statements; Payable Information	36
	 	8.6	Annual Projections	36
	 	8.7	Annual Financial Statements	37
	 	8.8	Management Reports	37
	 	8.9	Comparisons to Financials; Certificates	37
	 	8.10	Tax Returns; Additional Information	37
	 	 	 
	9.	WARRANTIES, REPRESENTATIONS AND COVENANTS	37
	 	 	 	 
	 	9.1	Corporate Status	38
	 	9.2	Due Authorization; Validity	38
	 	9.3	No Violation	38
	 	9.4	Use of Loan Proceeds	38
	 	9.5	Management; Ownership of Assets; Licenses; Patents; Government Contracts	39
	 	9.6	Indebtedness	39
	 	9.7	Title to Property; No Liens	39
	 	9.8	Restrictions; Labor Disputes; Labor Contracts	40
	 	9.9	No Violation of Law	40
	 	9.10	Hazardous Substances	40
	 	9.11	Absence of Default	41
	 	9.12	Accuracy of Financials; No Material Changes	41
	 	9.13	Pension Plans	41
	 	9.14	Taxes and Other Charges	41
	 	9.15	No Litigation	42
	 	9.16	No Brokerage Fee	42
	 	9.17	Affiliates	42
	 	9.18	Capitalization; Warrants	42
	 	9.19	Noncompetition Agreements	42
	 	9.20	Deposit and Other Accounts	42
	 	9.21	Solvency	42
	 	9.22	Full Disclosure	43
	 	9.23	Casualties	43
	 	9.24	Leases	43
	 	9.25	Insurance Policies	43
	 	9.26	Consents	43
	 	9.27	Tax Shelter Regulations	44
	 	9.28	Updating Representations and Warranties	45
	 	 	 
	10.	COVENANTS	45
	 	 	 	 
	 	10.1	Payment of Certain Expenses	45
	 	10.2	Notice of Litigation	45
	 	10.3	Notice of ERISA Events	45
	 	10.4	Notice of Labor Disputes	45
	 	10.5	Compliance with Laws	46
	 	10.6	Notice of Violations of Law, Tax Assessments	46
	 	10.7	Notice of Violations of Certain Agreements	46
	 	10.8	Notice of Customer Defaults	46
	 	10.9	Taxes and Charges	46
	 	10.10	Indebtedness; Guaranties	46


 



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	 	10.11	Restrictions; Labor Disputes	48
	 	10.12	Pension Plans	48
	 	10.13	Solvency	48
	 	10.14	Property Insurance	48
	 	10.15	Liability Insurance	48
	 	10.16	Mergers; Acquisitions	49
	 	10.17	Investments	49
	 	10.18	Distributions; Loans; Fees	49
	 	10.19	Redemption of Stock	50
	 	10.20	Stock Rights	50
	 	10.21	Capital Structure; Fiscal Year	50
	 	10.22	Affiliate Transactions	50
	 	10.23	Operating Account	50
	 	10.24	Sale of Assets	51
	 	10.25	Intervention by Governmental Authority	51
	 	10.26	Levy Against Loan Collateral	51
	 	10.27	Judgments	51
	 	10.28	Financial Covenants	51
	 	10.29	Government Contracts	52
	 	 	 
	11.	EFFECTIVE DATE; TERMINATION	52
	 	 	 	 
	 	11.1	Effective Date and Termination Date	52
	 	11.2	Renewal by Bank	52
	 	11.3	Voluntary Termination by Borrower	52
	 	11.4	Acceleration Upon Termination	53
	 	11.5	Borrower Remains Liable	53
	 	 	 
	12.	EVENTS OF DEFAULT	53
	 	 	 	 
	 	12.1	Events of Default	53
	 	 	 
	13.	BANK'S RIGHTS AND REMEDIES.	56
	 	 	 
	 	13.1	Acceleration	56
	 	13.2	Fees and Expenses	56
	 	13.3	Actions in Respect of Letters of Credit	56
	 	 	 
	14.	PARTICIPATIONS	57
	 	 	 	 
	 	14.1	Participation	57
	 	14.2	Participant Consents	57
	 	14.3	Information	57
	 	14.4	Law Requirements	57
	 	 	 
	15.	GENERAL	57
	 	 	 	 
	 	15.1	Severability	57
	 	15.2	Governing Law	58
	 	15.3	WAIVER OF JURISDICTION	58
	 	15.4	Survival and Continuation of Representations and Warranties	58
	 	15.5	Assignment; Bank Affiliates.	58
	 	15.6	Bank's Additional Rights Regarding Loan Collateral	59
	 	15.7	Application of Payments; Revival of Obligations	59
	 	15.8	Fees and Expenses	59




 



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	 	15.9	Notices; Electronic Mail	60
	 	15.10	Indemnification	61
	 	15.11	Additional Waivers by Borrower	62
	 	15.12	Equitable Relief	62
	 	15.13	Entire Agreement	62
	 	15.14	Headings	62
	 	15.15	Cumulative Remedies	63
	 	15.16	Waivers and Amendments in Writing	63
	 	15.17	Recourse to Directors or Officers	63
	 	15.18	Waiver of Jury Trial	63
	 	15.19	Patriot Act Notice	63


 



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	EXHIBITS
	 	 
	Exhibit A	Revolving Advance Request Form
	 	 
	Exhibit B	Revolving Loan Note Form
	 	 
	Exhibit C	Borrowing Base Certificate
	 	 
	Exhibit D	Government Contracts
	 	 
	Exhibit E	Officer’s Certificate
	 	 
	Exhibit F	Financial Covenants
	 	 
	SCHEDULES
	 	 
	Schedule 1	Borrower’s Facilities
	 	 
	Schedule 2	Financial Statements
	 	 
	Schedule 3	Merger Consideration
	 	 
	Schedule 4	Permitted Liens
	 	 
	Schedule 9.1	List of Jurisdictions of Incorporation and Qualification
	 	 
	Schedule 9.5	Licenses; Trademarks; Patents; Copyrights; Government Contracts
	 	 
	Schedule 9.8	Labor Matters
	 	 
	Schedule 9.9	Compliance With Laws
	 	 
	Schedule 9.10	Environmental Matters
	 	 
	Schedule 9.13	Pension Matters
	 	 
	Schedule 9.15	Litigation Matters
	 	 
	Schedule 9.17	Affiliates; Affiliate Transactions
	 	 
	Schedule 9.18	Stockholders
	 	 
	Schedule 9.19	Noncompetition Agreements
	 	 
	Schedule 9.20	Bank Accounts
	 	 
	Schedule 9.24	Leases
	 	 
	Schedule 9.25	Insurance Policies


 



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FINANCING AGREEMENT


 


THIS FINANCING AGREEMENT
(this “Agreement”) between U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”),
and ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation, is as follows:


 


1.           DEFINITIONS.


 


1.1           Defined
Terms. In addition to the other terms defined in this Agreement, whenever the following capitalized terms (whether or not underscored)
are used, they shall be defined as follows:


 


“Advance Rate”
means a percentage, subject to change by Bank from time to time in accordance with Section 2.9, which is applied to Eligible
Receivables (the “Receivables Advance Rate”) and to Eligible Unbilled Revenue (the “Unbilled AR Advance
Rate”) for purposes of determining the Borrowing Base. The initial advance rates are as follows: the Receivables Advance
Rate is 80% and the Unbilled AR Advance Rate is 60%. The Receivables Advance Rate will never exceed 80% and the Unbilled AR Advance
Rate will never exceed 60%.


 


“Affiliate”
means, as to any Person (the “Subject Person”), any other Person which, directly or indirectly, is in control
of, is controlled by, or is under common control with, the Subject Person. For purposes of this definition, “control”
of a Person means the power, direct or indirect, (i) to vote 10% or more of the securities (or other ownership interests) having
voting power for the election of directors (or managers in the case of a limited liability company) of the Person or (ii) otherwise
to direct or cause the direction of the management and policies of the Person, whether by contract or otherwise. Without limiting
the generality of the foregoing, each of the following will be deemed to be an Affiliate of Borrower for purposes of this Agreement:
all of Borrower’s officers, stockholders, directors, Subsidiaries, joint venturers (including Persons party with Borrower
to agreements for Permitted Joint Ventures) and partners.


 


“Applicable
Agreement” means any agreement, commitment, arrangement or instrument to which, as of any date, Borrower is a party or
by which Borrower or any of its properties is bound, including any Government Contract, note, indenture, joint venture agreement,
bond, indemnity agreement (including the General Agreement of Indemnity between Borrower and certain individuals for the benefit
of Bond Safeguard Insurance Company and Lexon Insurance Company dated July 1, 2004, as the same is amended, restated, replaced
or superseded from time to time), loan agreement, mortgage, lease, or deed, the performance or non-performance of which could have
a Material Adverse Effect.


 


“Applicable
LIBOR Rate Margin”, “Applicable LOC Fee”, “Applicable Prime Rate Margin”, and “Applicable
Unused Commitment Fee” means, as of any date, the applicable per annum rate shown in the applicable column in clause
(vii) of Section 3.1.


 


“Applicable
Margin” means, as applicable, the Applicable LIBOR Rate Margin and the Applicable Prime Rate Margin.


 



    	 



    	 



    

 


“Argentum”
means Argentum Capital Partners II, L.P., a Delaware limited partnership.


 


“Attorneys’
Fees” means the reasonable fees, costs and expenses of all attorneys (and all paralegals and other staff employed by
such attorneys) retained by Bank from time to time in connection with, or arising out of, the matters encompassed by the reference
to the capitalized term Attorneys’ Fees in the applicable provisions of the applicable agreement, instrument or other document.


 


“Availability
Condition” means the average daily Revolving Loan Availability during a calendar month, measured on or after the first
Business Day of the subsequent calendar month, is less than $2,500,000.


 


“Borrower”
means, before the Effective Time of the Merger, EQM, and after the Effective Time of the Merger, Environmental Quality Management,
Inc., an Ohio corporation, as the survivor of the Merger.


 


“Borrower’s
Facilities” means, collectively, those facilities described on Schedule 1 which are owned or leased by Borrower.
“Borrower’s Facility” means each of the foregoing facilities.


 


“Borrowing
Base” means, as of any time, an amount in Dollars equal to:


 


(i) (a) the Receivables
Advance Rate applied to the then Net Amount of Eligible Receivables of Borrower then outstanding (other than Permitted Joint Venture
Receivables) plus (b) the lesser of (1) $1,000,000 and (ii) the Receivables Advance Rate applied to the then Net Amount
of Eligible Receivables of Borrower then outstanding comprised of Permitted Joint Venture Receivables;


 


plus (ii) the
lesser of (a) $6,000,000 and (b) the Unbilled AR Advance Rate applied to the then Net Amount of Eligible Unbilled Revenue of Borrower
then outstanding; and


 


less (iii) the
then Reserve Amount.


 


“Borrowing
Base Certificate” has the meaning given in Section 8.3.


 


“Borrowing
Base Deficiency” means the failure, as of any time, of the Revolving Loan Availability to be greater than or equal to
zero Dollars.


 


“Business
Day” means any day on which commercial banks in Cincinnati, Ohio are required by law to be open for business. Periods
of days referred to in this Agreement will be counted in calendar days unless Business Days or New York Banking Days are expressly
prescribed.


 



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“Capital Stock”
means all shares, interests, participations, rights to purchase, options, warrants, general or limited partnership interests, or
limited liability company interests, units or other equivalents (regardless of how designated) of or in a corporation, partnership,
limited liability company or equivalent entity, whether voting or nonvoting, including common stock, preferred stock or any other
“equity security” (as such term is defined in Rule 3a11-1 of the Rules and Regulations promulgated by the Securities
and Exchange Commission (17 C.F.R. § 240.3a11-1) under the Securities and Exchange Act of 1934, as amended).


 


“Carillon
Lease” means the Amended and Restated Lease Agreement between Borrower and Carillon Partners, LLC dated as of November
1, 2006.


 


“Change of
Control” means any of the following (or any combination of the following) whether arising from any single transaction
or event or any series of transactions or events (whether as the most recent transaction in a series of transactions) which, individually
or in the aggregate, results in:


 


(i)          a
change in the ownership of Borrower such that Argentum fails to (a) own legally and beneficially, free and clear of any Liens,
greater than 50%, on a fully diluted basis, of the issued and outstanding voting Capital Stock of Borrower or (b) have the power
to direct or cause the direction of the management and policies of Borrower;


 


(ii)         the
election of a director of Borrower as a result of which Argentum
has neither designated nor has the right to designate at least a majority of Borrower’s Board of Directors;


 


(iii)        a
change in the percentage ownership of Borrower among the Persons who are stockholders of Borrower as of the Closing Date which
Bank, in its discretion, deems materially adverse; provided that changes in relative percentages resulting from the exercise
of the Warrants or from repurchases or purchases by Borrower or any of the shareholders pursuant to their rights under the Stock
Restriction Agreements or the Shareholders Agreement are deemed not to be materially adverse within the meaning of this clause;
or


 


(iv)        Any
of Jack Greber, William Kemner or an Approved Successor ceases, for any reason, to serve as chief executive officer of Borrower
actively involved in Borrower’s management for more than 30 days. For purposes of the foregoing, an “Approved Successor”
is the chief executive officer of Borrower elected by the directors of Borrower after Jack Greber, William Kemner or any Approved
Successor ceases to serve as chief executive officer of Borrower and who is reasonably acceptable to Bank.


 


“Closing Date”
means November 1, 2006, or such later date as is mutually agreeable to Borrower and Bank.


 


“Code”
means the Uniform Commercial Code, as enacted in the State of Ohio, Section 1301.01 et seq., as amended or superseded from
time to time.


 


“Collateral”
has the meaning given in the Security Agreement.


 



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“Controlled
Disbursement Account” means an account established at Bank and which Bank designates as a “controlled disbursement
account”, which will be structured and utilized as a non-interest bearing, controlled disbursement account in accordance
with Bank’s controlled disbursement account policies and procedures from time to time in effect.


 


“Controlled
Group” means all members of a controlled group of corporations and other entities and all trades or businesses (whether
or not incorporated) under common control which, together with Borrower, are treated as a single employer under Section 414(b)
or 414(c) of the Internal Revenue Code or Section 4001 of ERISA.


 


“Deficiency”
means (collectively and individually) a Borrowing Base Deficiency and a Letter of Credit Deficiency.


 


“Dollars”
and “$” means dollars in lawful currency of the United States unless otherwise indicated.


 


“Effective
Time of the Merger” is the date and time of the filing of the Certificate of Merger of Merger Corp. with and into EQM
with the Secretary of State of Ohio.


 


“Eligible
Receivables” means such of the Receivables owing to Borrower that meet the criteria in clause (i) below of this definition
and are not ineligible pursuant to clause (ii) below.


 


(i)          Except
as provided in clause (ii) below, Receivables which meet, and continue to meet, all of the following criteria are Eligible Receivables:


 


(a)          Receivables
which consist of ordinary trade accounts receivable owned solely by Borrower, evidenced by Borrower’s standard invoice therefor,
payable in cash in Dollars and which arise out of an outright, bona fide, lawful and final sale of finished goods inventory or
the provision of services in each case in the ordinary course of Borrower’s business as presently conducted by it to a Person
who is not an Affiliate of Borrower, or who otherwise is controlled by Borrower or by an Affiliate of Borrower (other than Receivables
owing from Affiliates to the extent such Receivables are Permitted Joint Venture Receivables), who has issued a valid and binding
purchase order therefor to Borrower or who is party to a contract with Borrower for the sale of finished goods inventory or the
provision of services by Borrower;


 


(b)          Receivables
which are due and payable absolutely and unconditionally within (1) Borrower’s standard terms of net 30 days from the date
of the invoice applicable thereto, or (2) such extended terms that Bank, in its discretion exercised in good faith, approves after
prior notice from Borrower;


 


(c)          Receivables
with respect to which (1) the services covered thereby have been rendered and accepted by the account debtor or its designee or
(2) the finished goods inventory covered thereby have been delivered to the account debtor or its designee and accepted by such
account debtor or designee; and


 


(d)          Receivables
with respect to which not more than 90 days have elapsed since the date of the original invoice applicable thereto.


 



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(ii)         Without
limiting Bank’s discretion as to other Receivables, the following Receivables will not, in any event, constitute Eligible
Receivables:


 


(a)          Receivables
with respect to which the account debtor or any Affiliate of the account debtor has filed or had filed against it a petition in
bankruptcy or for reorganization, made an assignment for the benefit of creditors, or failed, suspended business operations, become
insolvent or in respect of which a receiver, custodian, or a trustee was appointed for a significant portion of its assets or affairs,
or Receivables with respect to which the account debtor is incompetent or has died;


 


(b)          Receivables
with respect to which (1) the account debtor is not qualified to do business in one or more States of the United States or (2)
the account debtor has its principal place of business or chief executive office outside of the United States, unless, in either
or both of such events (1) or (2), the Receivable is supported by an irrevocable, clean letter of credit or acceptance issued (A)
by a financial institution satisfactory to Bank and (B) on terms acceptable to Bank, and, if so requested by Bank, delivered to
Bank in pledge for negotiation and presentment;


 


(c)          Receivables
owing from the same account debtor, either alone or together with its Affiliates, if 25% or more of such Receivables are ineligible
for any reason;


 


(d)          Receivables
owing from any single account debtor, other than a United States Debtor, to the extent, as of any date, that the total amount of
such account debtor’s Indebtedness to Borrower (whether evidenced by such Receivables or otherwise) exceeds 20% of the face
amount (less maximum discounts, credits and allowances which may be taken by, or granted to, such account debtor in connection
therewith) of the then outstanding Eligible Receivables of Borrower;


 


(e)          Government
Receivables unless (1) it arises from a Government Contract, a copy of which has been delivered to Bank, (2) it arises from a completed
task order that has been approved for billing by the applicable Governmental Authority account debtor and (3) the Federal Assignment
of Claims Act or, as applicable, a State Assignment of Claims Law, has been complied with to Bank’s satisfaction and Borrower
has duly executed and delivered to Bank all required instruments and documents, which are required to be executed and delivered
by Borrower under the Federal Assignment of Claims Act, or as applicable, State Assignment of Claims Law, to assign Borrower’s
interests in such Receivables to Bank; provided that should any Governmental Authority notify Bank that it is refusing
to recognize any assignment made under the Federal Assignment of Claims Act or a State Assignment of Claims Law with respect to
any Government Receivable, such Government Receivable will immediately become an ineligible Receivable;


 


(f)          Receivables
which arise out of an agreement between Borrower and any other Person, the payment or performance of which is guaranteed by a payment
bond or performance bond issued by a surety company; provided that Government Receivables owing from a United States Debtor,
and that are otherwise Eligible Receivables, shall not be excluded by this clause (f) solely because the payment or performance
is guaranteed by a payment bond or performance bond issued by a surety company;


 



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(g)          Receivables
which (1) consist (or to the extent consisting) of deposits, (2) consist (or to the extent consisting) of vendor warranty claims,
(3) consist (or to the extent consisting) of finance charges, service charges, or interest on delinquent accounts, (4) are proceeds
of consigned Inventory, (5) are employee, officer, director or other Affiliate Receivables (other than Permitted Joint Venture
Receivables), or (6) are debit memoranda;


 


(h)          Receivables
with respect to which the terms or conditions prohibit or restrict assignment or collection rights or which are evidenced by a
promissory note, chattel paper or other instrument;


 


(i)          Receivables
(1) which are subject to set-off, credit, contras, liquidated damages, retainage, allowance or adjustment by the account debtor
(except discounts allowed for prompt payment), including cost rate adjustments, (2) with respect to which the account debtor has
returned any of the Inventory from the sale from which the Receivables arose; provided that in either or both of
such events (1) or (2), the net amount owed by such account debtor to Borrower in respect of such Receivable, as determined by
Bank in its discretion exercised in good faith, will, if otherwise eligible, be an Eligible Receivable;


 


(j)          Receivables
which are generated by a sale on approval, a bill and hold sale, a sale on consignment, or other type of conditional sale or which
are subject to progress billing;


 


(k)          Receivables
which are not subject to the first priority security interest of Bank or are subject to any Lien of any Person (except to the extent,
if any, of the Permitted Liens);


 


(l)          Receivables
with respect to which the account debtor (the “Subject Customer”) is located in any one or more of New Jersey,
Minnesota, or West Virginia unless (1) if the Subject Customer is located in New Jersey, Borrower has properly qualified to do
business in New Jersey or has filed a Notice of Business Activities Report with the New Jersey Division of Taxation for the then
current year, (2) if the Subject Customer is located in Minnesota, Borrower has properly qualified to do business in Minnesota
or has filed a Notice of Business Activities Report with the Minnesota Division of Taxation for the then current year, or (3) if
the Subject Customer is located in West Virginia, Borrower has filed, or is exempt from filing, a Business Activity Report with
the Tax Commissioner of the State of West Virginia for the then current year;


 


(m)          Receivables
with respect to which the account debtor has sold or is selling substantially all of its assets and has not established adequate
reserves or made provisions for the payment of all amounts owed to such account debtor’s trade creditors, as determined by
Bank in its discretion exercised in good faith;


 



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(n)          Receivables
with respect to which Bank has received a check for payment of such Receivable which has been returned uncollected, or Receivables
with respect to which Bank, in its discretion exercised in good faith, believes that the collection of such Receivable is in doubt
or impaired or that such Receivable may not be paid by reason of the account debtor’s financial inability to pay;


 


(o)          Receivables
with respect to which the account debtor is located in any jurisdiction requiring the filing by Borrower of an application to qualify
to do business or a fictitious name report in order to permit Borrower to seek judicial enforcement in such jurisdiction of payment
of that Receivable, unless Borrower has qualified to do business in such state or has filed a fictitious name report;


 


(p)          Receivables
that arise from a Government Subcontract unless (1) a copy of such Government Subcontract has been delivered to Bank, (2) it arises
from a completed task order pursuant to such Government Subcontract, (3) Borrower has used commercially reasonable efforts to (i)
comply with the Federal Assignment of Claims Act or, as applicable, a State Assignment of Claims Law and (ii) include in such Government
Subcontract the Requested Government Subcontract Clauses, (4) Borrower has duly executed and delivered to Bank all required instruments
and documents, which are required to be executed and delivered by Borrower under the Federal Assignment of Claims Act, or as applicable,
State Assignment of Claims Law, to assign Borrower’s interests in such Receivables to Bank, and (5) Bank has received evidence
of the Prime Contractor’s consent to such assignment by Borrower to Bank, where such consent is required under such Government
Subcontract; provided that should any Governmental Authority or Prime Contractor notify Bank that it is refusing
to recognize any assignment made under the Federal Assignment of Claims Act or a State Assignment of Claims Law with respect to
any Receivable arising from a Government Subcontract, such Receivable will immediately become an ineligible Receivable; or


 


(q)          Receivables
which Bank, in its discretion exercised in good faith, deems to be ineligible based on those credit or collateral considerations
which the Business Credit Group of Bank makes applicable from time to time.


 


“Eligible
Unbilled Revenue” means, as of the relevant date of determination, Unbilled Revenue to the extent (assuming it were an
invoiced amount and therefore an account receivable), it would otherwise constitute an Eligible Receivable; however, as
soon as the Unbilled Revenue is invoiced by Borrower to its customer, it will be automatically become ineligible as an “Eligible
Unbilled Revenue”, but, assuming that such formerly Eligible Unbilled Revenue (once invoiced by Borrower) otherwise meets
the criteria for Eligible Receivables, such aggregate Unbilled Revenue (once invoiced by Borrower) will constitute Eligible Receivables
subject to the terms of this Agreement.


 


“Employment
Agreements” means, collectively, each Employment Agreement between Borrower and a Principal Shareholder and between Borrower
and J. Kevin Fox, dated as of October 31, 2006.


 


“EQE”
means EQ Engineers, LLC, an Indiana limited liability company.


 



    	7



    	 



    

 


“EQE Loan
Amount” means $800,000; provided that if EQE obtains a loan facility from a financial institution after the Closing
Date, such amount shall be $500,000.


 


“EQES”
means EQE Slovakia, s.r.o., a corporation organized under the laws of Slovakia.


 


“EQM”
means Environmental Quality Management, Inc., an Ohio corporation, as it existed immediately prior to the Merger.


 


“Equipment”
means equipment as defined in the Code.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Event of
Default” has the meaning given in Section 12, whether any requirement for the giving of notice, the lapse of time,
the satisfaction of any other condition, or all of them, have been satisfied.


 


“Existing
Letters of Credit” means, collectively, the letters of credit issued prior to the Closing Date by Bank for the account
of Borrower.


“Facility
Termination Date” has the meaning given in Section 11.4.


 


“Federal Assignment
of Claims Act” means Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 and 41 U.S.C. § 15).


 


“Financial
Covenants” has the meaning given in Section 10.28.


 


“Financials”
means those financial statements attached as Schedule 2


 


“Fiscal Quarter”
has the meaning given on Exhibit F.


 


“Fiscal Year”
has the meaning given on Exhibit F.


 


“GAAP”
has the meaning given in Section 1.3.


 


“General Intangibles”
means general intangibles as defined in the Code.


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government or any agency or instrumentality
thereof (including any central bank).


 


“Government
Contracts” means contracts solely between Borrower and a United States, state or local Governmental Authority entered
into in the ordinary course of Borrower’s business and with respect to which Borrower provides goods or services to such
Governmental Authority.


 



    	8



    	 



    

 


“Government
Receivables” means Receivables with respect to which the account debtor is a United States Debtor or another Governmental
Authority.


 


“Government
Subcontracts” means contracts solely between Borrower and a third party contractor (a “Prime Contractor”)
entered into in the ordinary course of Borrower’s business and with respect to which Borrower, as subcontractor, provides
goods or services to a United States, state or local Governmental Authority on behalf of such Prime Contractor pursuant to a prime
contract between such Prime Contractor and such Governmental Authority.


 


“Indebtedness”
means all of a Person’s obligations, indebtedness and liabilities to any other Person, including all debts, claims and indebtedness,
contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, however evidenced, created,
incurred, acquired or owing and however arising, whether under written or oral agreement, operation of law or otherwise. Borrower’s
Indebtedness includes: (i) the Obligations, (ii) obligations or liabilities of any Person secured by a Lien on property owned by
Borrower, even though Borrower has not assumed or become liable for the payment therefor, (iii) obligations or liabilities created
or arising under any lease of real or personal property, any conditional sales contract or other title retention agreement with
respect to property used or acquired by Borrower, even though the rights and remedies of the lessor, seller, or lender thereunder
are limited to repossession of such property, and (iv) the net cost (without duplication) to Borrower under any interest rate,
commodity or foreign currency exchange, swap, collar, cap or similar agreements.


 


“Insurance
Agreement” has the meaning given in Section 5.2.


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended.


 


“Interest
Payment Date” means the Facility Termination Date or any earlier date on which the credit facility extended hereunder
terminates, and (i) the first day of each month occurring during each Loan Period for each LIBOR Rate Loan and the last day of
each such Loan Period, (ii) the first day of each month for each Prime Rate Loan, and (iii) with respect to any other Obligations,
on the date set forth under any agreement other than this Agreement if such other agreement provides for the payment of interest
on a date specified therein; otherwise, on demand by Bank.


 


“Inventory”
means inventory as defined in the Code.


 


“Letter of
Credit” means a Standby Letter of Credit (as defined in Section 2.4) or a Commercial Letter of Credit (as defined
in Section 2.4) issued by Bank pursuant to Section 2.4.


 


“Letter of
Credit Availability” means, as at any time, an amount equal to the lesser of (i) an amount equal to (a) $10,000,000
less (b) the then Letter of Credit Exposure and (ii) the then Revolving Loan Availability.


 


“Letter of
Credit Deficiency” means any failure of the Letter of Credit Availability to be greater than or equal to zero Dollars.


 



    	9



    	 



    

 


“Letter of
Credit Documents” means, with respect to each and every Letter of Credit, (i) a standby letter of credit application
and reimbursement agreements on Bank’s then customary form (the “Letter of Credit Application”) and (ii)
any other agreements, certificates, documents and information as Bank may reasonably request relating to a Letter of Credit.


 


“Letter of
Credit Exposure” means, as at any time, the sum of (i) the Letter of Credit Face Amount of all outstanding Letters of
Credit and (ii) all unreimbursed drawings under any Letters of Credit (whether or not outstanding).


 


“Letter of
Credit Face Amount” of any Letter of Credit means, as at any time, the face amount of the Letter of Credit, after giving
effect to all drawings paid thereunder and other reductions of the face amount and to all reinstatements of the face amount effected,
pursuant to the terms of the Letter of Credit, prior to such time.


 


“Letter of
Credit Obligations” means, as at any time, the sum of (i) the aggregate Letter of Credit Face Amount for all Letters
of Credit plus (ii) the aggregate amount of Borrower’s unpaid obligations in respect of all Letters of Credit (whether
or not outstanding) under this Agreement and the Letter of Credit Documents, including any Indebtedness incurred or arising in
connection with any Letters of Credit (including any drafts or acceptances thereunder, all amounts charged or chargeable to Borrower
or Bank, including any and all Bank charges, expenses, fees and commissions, and all duties and taxes and costs of insurance which
may pertain either directly or indirectly to such Letters of Credit).


 


“Letter of
Credit Reserve” means, as at any time, 100% of the then Letter of Credit Exposure with respect to all Letters of Credit.


 


“LIBOR Rate”
means, with respect to any LIBOR Rate Loan, the applicable interest rate for such LIBOR Rate Loan pursuant to Section 3.1(i).


 


“LIBOR Rate
Loan” has the meaning given in Section 3.1(i).


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, charge, security interest, encumbrance,
lien (statutory or other), or any preference, priority or other security agreement or any preferential arrangement of any kind
or nature whatsoever (including any conditional sale or other title retention agreement, any lease deemed under the UCC to be intended
for security, and the authorized filing by or against a Person as debtor of any financing statement under the UCC or comparable
law of any jurisdiction).


 


“Life Insurance
Assignment” has the meaning given in Section 5.2.


 


“Life Insurance Policy”
means each of the following life insurance policies: (i) First Colony Policy No. 565211 on the life of David Dunbar in the amount
of $400,000, (ii) Chase Policy No. FK5206188 on the life of David Dunbar in the amount of $750,000, (iii) CAN Policy No. V1LDOO7712
on the life of Kevin Fox in the amount of $500,000, (iv) Transamerica Policy No. 42126894 on the life of Jack Greber in the amount
of $1,250,000 and (v) Transamerica Policy No. 42126980 on the life of William Kemner in the amount of $1,250,000.


 



    	10



    	 



    

 


“Loan”
means any advance or extension of credit made by Bank to, or for the benefit of, Borrower pursuant to Section 2 of this
Agreement (including the Letter of Credit Exposure), and the total of all such advances and extensions of credit (including the
Letter of Credit Exposure) outstanding at any time may be referred to as “Loans”.


 


“Loan Collateral”
means the Collateral, each Life Insurance Policy, and any other security or collateral provided from time to time by, or on behalf
of, Borrower or any other Person for the Obligations.


 


“Loan Documents”
means this Agreement, the Revolving Loan Note, the Security Agreement, the Letter of Credit Documents, each Insurance Agreement
and Life Insurance Assignment (as defined in Section 5.2), the documents, instruments and agreements executed in connection
with the Federal Assignment of Claims Act and any state Assignment of Claims Law, and all other agreements, instruments and documents
relating to the Loans, including mortgages, deeds of trust, security agreements, subordination agreements, intercreditor agreements,
pledges, powers of attorney, consents, collateral assignments, locked box and cash management agreements, letter agreements, contracts,
notices, leases, financing statements and letters of credit and applications therefor and all other writings, all of which must
be in form and substance satisfactory to Bank, which have been, are as of the date of this Agreement, or will in the future be
signed by, or on behalf of, Borrower and delivered to Bank.


 


“Loan Period”
means the period commencing on the day any Loan is made as a LIBOR Rate Loan or converted into a LIBOR Rate Loan and ending on
the numerically corresponding day 1, 2, or 3 months thereafter matching the interest rate term selected by Borrower; provided,
however, (i) if any Loan Period would otherwise end on a day which is not a New York Banking Day, then the Loan Period shall
end on the next succeeding New York Banking Day unless the next succeeding New York Banking Day falls in another calendar month,
in which case the Loan Period shall end on the immediately preceding New York Banking Day; or (ii) if any Loan Period begins on
the last New York Banking Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar
month at the end of the Loan Period), then the Loan Period shall end on the last New York Banking Day of the calendar month at
the end of such Loan Period.


 


“Locked Box”
has the meaning given in Section 7.3.


 


“Material
Adverse Effect” means a material adverse effect, as determined by Bank in good faith, on (i) Borrower’s (a) business,
property, assets, operations or condition, financial or otherwise or (b) ability to perform any of its payment or other Obligations
under this Agreement or any of the other Loan Documents, (ii) the recoverable value of the Loan Collateral or Bank’s rights
or interests therein, (iii) the enforceability of any of the Loan Documents, or (iv) the ability of Bank to exercise any of its
rights or remedies under the Loan Documents or by law provided.


 


“Merger”
means the merger of Merger Corp. and EQM pursuant to the Merger Agreement.


 



    	11



    	 



    

 


“Merger Agreement”
means the Agreement and Plan of Merger dated as of September 18, 2006 among EQM, Principal Shareholders, Merger Corp and Argentum.


 


“Merger Consideration”
means all consideration to be paid to shareholders of EQM in connection with the Merger, as set forth in the Merger Documents as
in effect as of the date of this Agreement, in the amounts and to such Persons described in Schedule 3, $3,000,000 of which
will be paid by the Merger Corp Cash.


 


“Merger Corp”
means EQM Merger Corp., an Ohio corporation.


 


“Merger Corp
Cash” means cash in the amount of $3,000,000 paid by Argentum to Merger Corp. in exchange for 100% of the Capital Stock
of Merger Corp.


 


“Merger Documents” means
the Merger Agreement and all other agreements, documents and instruments executed in connection therewith.


 


“Money Markets”
means one or more wholesale funding markets available to and selected by Bank, including negotiable certificates of deposit, commercial
paper, eurodollar deposits, bank notes, federal funds, interest rate swaps or others.


 


“Net Amount
of Eligible Receivables” means, at any time, the gross amount of Eligible Receivables less sales, excise or similar taxes,
and less returns, discounts, rebates, claims, credits and allowances of any nature at any time issued, owing, granted, outstanding,
available or claimed.


 


“Net Amount
of Eligible Unbilled Revenue” means, at any time, the gross amount of Eligible Unbilled Revenue less sales, excise or
similar taxes, and less returns, discounts, rebates, claims, credits and allowances of any nature at any time issued, owing, granted,
outstanding, available or claimed.


 


“New York
Banking Day” means any day (other than a Saturday or Sunday) on which commercial banks are open for business in New York,
New York.


 


“Non-Competition
Agreements” means each Non-Competition and Non-Solicitation Agreement between Borrower and a Principal Shareholder dated
as of October 31, 2006.


 


“Obligations”
means the Loans, the Letter of Credit Obligations, Rate Hedging Obligations owing to Bank or any Affiliate of Bank, and all other
loans, advances, debts, liabilities, obligations, indemnities, covenants and duties owing to Bank or any Affiliate of Bank from
Borrower and its Subsidiaries (individually and collectively) of any kind, present or future, whether evidenced by or arising out
of this Agreement, any of the other Loan Documents, or any other agreement, transaction, extension of credit, letter of credit,
guaranty or indemnification or in any other manner and whether for the payment of money, whether arising out of overdrafts on checking,
deposit or other accounts or electronic funds transfers (whether through automatic clearing houses or otherwise) or out of Bank’s
non-receipt of, or inability to collect, funds or otherwise not being made whole in connection with depository transfer checks
or other similar arrangements and whether direct or indirect (including acquired by assignment), related or unrelated, absolute
or contingent, due or to become due, now existing or hereafter arising and however acquired, and including all interest, charges,
expenses, fees and any other sums chargeable to Borrower and its Subsidiaries (individually and collectively) in connection with
any of the foregoing, and all Attorneys’ Fees.


 



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“Pension Plan”
means a “pension plan”, as such term is defined in section 3(2) of ERISA, as to which Borrower or any corporation or
other entity, trade or business that is, along with Borrower, a member of a Controlled Group may have any liability, including
any liability by reason of having been a substantial employer within the meaning of section 4063 of ERISA at any time during any
preceding six year period, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.


 


“Permitted
Intercompany Advances” means loans, advances and extensions of credit from Borrower to EQE and EQES so long as the following
conditions precedent are satisfied: (i) EQE and/or EQES, as applicable, remains a Subsidiary of Borrower, (ii) the aggregate amount
of such loans, advances and extensions of credit does not exceed (a) the EQE Loan Amount at any one time as it respects EQE and
(b) $500,000 at any one time as it respects EQES, (iii) the amount of such loans, advances and extensions of credit is evidenced
by a promissory note in form and substance satisfactory to the Bank that is delivered to Bank and that is pledged to Bank as additional
Loan Collateral, (iv) at the time of making any such loans, advances or extensions of credit, (a) Borrower is Solvent and (b) no
Event of Default exists, (v) after giving effect to such loans, advances and extensions of credit, on a pro forma basis,
no Event of Default would be created as a result thereof and (vi) Borrower records such loans, advances and extensions of credit
on its books and records in a manner satisfactory to Bank.


 


“Permitted
Joint Ventures” joint ventures entered into by Borrower in the ordinary course of Borrower’s business as presently
conducted by it pursuant to written joint venture agreements delivered to Bank.


 


“Permitted
Joint Venture Investments” means loans, advances, extensions of credit, transfers of property, capital contributions,
equity or other profit sharing interests by Borrower to or in Permitted Joint Ventures so long as the following conditions precedent
are satisfied: (i) the loans, advances, extensions of credit, transfers of property, capital contributions, equity or other profit
sharing interests are in the ordinary course of Borrower’s business as presently conducted by it, (ii) the aggregate amount
of such loans, advances, extensions of credit, transfers of property, capital contributions, equity or other profit sharing interests
does not exceed $200,000 at any one time, (iii) at the time of making any such loans, advances, extensions of credit, transfers
of property, capital contributions, equity or other profit sharing interests (a) Borrower is Solvent and (b) no Event of Default
exists, (iv) after giving effect to such loans, advances, extensions of credit, transfers of property, capital contributions, equity
or other profit sharing interests, on a pro forma basis, no Event of Default would be created as a result thereof and (v)
Borrower records such loans, advances, extensions of credit, transfers of property, capital contributions, equity or other profit
sharing interests on its books and records in a manner satisfactory to Bank.


 



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“Permitted
Joint Venture Receivables” mean Eligible Receivables that arise from a Permitted Joint Venture.


 


“Permitted
Liens” means the Liens and interests in favor of Bank granted or provided under the Loan Documents and, to the extent
reflected on Borrower’s books and records and not impairing the operations of Borrower or any performance under, or contemplated
by, the Loan Documents:


 


(i)          Liens
arising by operation of law for taxes not yet due and payable;


 


(ii)         Liens
of mechanics, materialmen, shippers and warehousemen for services or materials for which payment is not yet due;


 


(iii)        Liens
incurred or deposits made in the ordinary course of Borrower’s business in connection with workers’ compensation, unemployment
insurance and other types of social security;


 


(iv)        Liens,
if any, specifically permitted by Bank from time to time in writing;


 


(v)         Liens
on Equipment securing Indebtedness under capitalized leases or purchase money Indebtedness so long as (a) the total amount of obligations
secured by the purchase money security interests or the subject of capitalized leases during any period does not, together with
any other capital expenditures made by Borrower for the applicable period, exceed $300,000 in any fiscal year of Borrower; (b)
such purchase money Indebtedness or capitalized lease Indebtedness will not be secured by any of the Loan Collateral other than
the property so acquired and any identifiable proceeds, (c) any Liens relating to such purchase money Indebtedness or capitalized
lease Indebtedness will not extend to or cover any property of Borrower other than the property so acquired and any identifiable
proceeds, and (d) the principal amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence
thereof, exceed the value of the property so acquired;


 


(vi)        Liens
for taxes, assessments and other similar charges to the extent payment thereof shall not at the time be required to be made in
accordance with the provisions of Section 10.9;


 


(vii)       those
Liens described on Schedule 4; provided that those Liens secure only the Indebtedness which the Liens secure on the
Closing Date; and


 


(viii)      Liens
arising from the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords, bailees and other like Persons
(“Third Party Claims”) if each of the following conditions is met: (a) the validity or amount of the Third Party
Claim is being contested in good faith and by appropriate and lawful proceedings promptly initiated and diligently conducted, (b)
Borrower has given prior notice to Bank of the Third Party Claim, (c) Borrower has established appropriate reserves (in Bank’s
reasonable discretion exercised in good faith) for the Third Party Claim, (d) levy and execution on the Third Party Claim have
been and continue to be stayed, (e) the Third Party Claim does not prevent Bank from having a perfected first priority security
interest in, or a first priority Lien on, the Loan Collateral or with respect to future advances made under this Agreement, (f)
Borrower’s title to, and its right to use, any of the Loan Collateral are not, in Bank’s judgment exercised in good
faith, materially affected thereby, and (g) the amount of all Third Party Claims do not exceed, as of any date, $100,000 in the
aggregate; and, provided, further, that Borrower must promptly pay each such Third Party Claim to the extent the dispute
is finally settled in favor of the claimant thereof.


 



    	14



    	 



    

 


“Person”
means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, limited
liability company, corporation, institution, entity, party or Governmental Authority.


 


“Preferred
Shares” means Borrower’s no par value preferred shares classified as preferred
shares pursuant to Borrower’s Amended Articles of Incorporation, as further amended and/or amended and restated from time
to time, including the preferred shares designated as “Senior Preferred Shares” pursuant to Amendment No. 1 to Amended
Articles of Incorporation of Environmental Quality Management, Inc. Setting Forth the Designation, Preferences and Other Rights
and Qualifications of Senior Preferred Shares and the preferred shares designated as “Junior Preferred Shares” pursuant
to Amendment No. 2 to Amended Articles of Incorporation of Environmental Quality Management, Inc. Setting Forth the Designation,
Preferences and Other Rights and Qualifications of Junior Preferred Shares.


 


“Prime Rate”
means the prime rate announced by Bank from time to time. The “Prime Rate” hereunder will be adjusted each time that
such announced prime rate changes. The prime rate announced by Bank is determined solely by Bank pursuant to market factors and
its own operating needs and is not necessarily Bank’s best or most favorable rate for commercial or other loans.


 


“Prime Rate
Loan” has the meaning given in Section 3.1(i).


 


“Principal
Shareholders” means, collectively, William Kemner, Jack Greber and David Dunbar.


 


“Rate Hedging
Obligations” of a Person means any and all Indebtedness of such Person, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor), under (i) any and all agreements, devices or arrangements (“Rate Hedging Agreements”) designed to
protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable
to such party’s assets, liabilities or exchange transactions, including dollar-denominated or cross-currency interest rate
exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency
or interest rate options, puts and warrants, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments
of any of the foregoing.


 


“Receivables”
means accounts as defined in the Code.


 


“Remittance”
has the meaning given in Section 7.3.


 



    	15



    	 



    

 


“Reportable
Event” means an event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable
Event not subject to the provision for 30 day notice to the Pension Benefit Guaranty Corporation under such regulations).


 


“Requested
Government Subcontract Clauses” means, collectively, (i) a disputes clause, (ii) a termination for convenience and default
clause, (iii) payment and invoicing clauses, and (iv) assignment of claims clause allowing for the assignment of payment rights
in favor of Bank.


 


“Reserve Amount”
means, as at any time, the amounts that Bank, in its discretion exercised in good faith (including in the manner described in this
definition) may from time to time establish in determining the Borrowing Base based on such credit and collateral considerations
as the Business Credit Group of Bank deems, in good faith, appropriate from time to time, based on market conditions, or to reflect
contingencies or risks which may affect any or all of the Loan Collateral, the business, operations, financial condition or business
prospects of Borrower, or the security of the Loans. For purposes of this definition and determining the Borrowing Base and without
limiting Bank’s other discretion as described above, Bank will be deemed to have acted in good faith if reserves are established
in respect of any one or more of the following:


 


(i)          the
occurrence of an Event of Default;


 


(ii)         the
payment of Obligations then due and payable and unpaid;


 


(iii)        for
price adjustments, damages, unearned discounts, returned Inventory, credit memoranda (issued or unissued), credits, contras, set-offs,
retainages, liquidated damages, and other similar offsets to Borrower’s Receivables except to the extent that any of the
foregoing in this item (iii) has been dealt with by Bank by designating a specific Receivable or Receivables as being ineligible
pursuant to the terms of this Agreement as opposed to the establishment of a reserve general in nature;


 


(iv)        for
any claims, interests, or rights (including Liens other than Permitted Liens) of any Person (“Priming Interests”)
which (a) as of the date Bank learns or is notified of the existence of the applicable Priming Interest, has priority over the
Liens of Bank on any or all of the Loan Collateral or (b) will have priority over the Liens of Bank on any or all of the Loan Collateral
after any required notice or filing, the passage of time, the satisfaction of any other condition, or otherwise;


 


(v)         for
aged credits maintained by Borrower in respect of its accounts receivable except to the extent that any of the foregoing in this
item (v) has been dealt with by Bank by designating a specific Receivable or Receivables as being ineligible pursuant to the terms
of this Agreement as opposed to the establishment of a reserve general in nature;


 


(vi)        for
any amounts expended by Bank to protect or preserve any Loan Collateral or Bank’s rights under the Loan Documents which have
not been reimbursed by Borrower; or


 



    	16



    	 



    

 


(vii)       100%
of the aggregate mark-to-market exposure, as determined by Bank, of all Rate Hedging Obligations then owing by Borrower to Bank
or its Affiliate under a Rate Hedging Agreement.


 


“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) $20,000,000;


 


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 Borrower’s loan account with Bank; and


 


less        (iii)        the
then Letter of Credit Reserve.


 


“Revolving
Loans” has the meaning given in Section 2.2.


 


“Security
Agreement” has the meaning given in Section 5.1.


 


“Shareholders
Agreement” means the Shareholders Agreement between Borrower and its shareholders dated as of October 31, 2006.


 


“Special Account”
has the meaning given in Section 7.4.


 


“Specific
Contracts” means the following Government Contracts with the United States: (i) 68-W-02-016, (ii) 68-S6-02-01 and (iii)
68-S7-01-64.


 


“Solvent”
means, with respect to any Person, that the Person is not insolvent as defined or construed under any and all applicable laws.
In computing the amount of contingent liabilities at any time, it is intended that they be computed at the amount that, in light
of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual
or matured liability.


 


“State Assignment
of Claims Law” means a state or local statute or regulation comparable to the Federal Assignment of Claims Act or that
restricts or conditions assignment of Government Receivables.


 


“Stock Restriction
Agreements” means, collectively, each Stock Restriction Agreement between Borrower and a shareholder of Borrower dated
as of October 31, 2006.


 


“Subsidiary”
means any Person as to which Borrower owns, directly or indirectly, at least 50% of the outstanding shares of Capital Stock or
other interests having ordinary voting power for the election of directors, officers, managers, trustees or other controlling Persons
or an equivalent controlling interest in Bank’s judgment.


 



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“Unbilled
Revenue” means completed task orders arising out of a Government Contract, a copy of which has been delivered to Bank,
and with respect to which (i) Borrower is organizing for submission the documentation support in form and substance acceptable
to Bank necessary for payment or (ii) the Governmental Authority account debtor has not provided Borrower approval to invoice the
amounts due.


 


“United States”
means the United States of America.


 


“United States
Debtor” means an account debtor that is the United States or any department, agency or instrumentality of the United
States.


 


“Warrants”
means, collectively, the (i) Common Stock Purchase Warrant dated October 31, 2006 issued to Studio Capital LLC and (ii) Common
Stock Purchase Warrant dated October 31, 2006 issued to Argentum.


 


“12 Month
Period” has the meaning given on Exhibit F.


 


1.2          Environmental
Definitions.


 


“Environmental
Activity” means any actual, proposed or threatened storage, holding, existence, Release, emission, discharge, generation,
manufacturing, producing, refining, creating, processing, abatement, removal, disposition, handling, transportation or disposal
of any Hazardous Substance from, under, into or on any of Borrower’s property or otherwise relating to any of Borrower’s
property or any Use of any of Borrower’s property which is regulated by or for which standards of conduct or liability are
imposed by any Environmental Requirements or which may or does create a hazard to human or animal health or the environment.


 


“Environmental
Law” means the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42
U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., the Hazardous
Materials Transportation Act, 49 U.S.C. §1802 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et
seq., the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq., the Clean Water Act, 33 U.S.C. §1321
et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Occupational Safety and Health Act of 1970, 29 U.S.C.
§ 651 et seq., and any other federal, state, county, municipal, local or other statute, law, ordinance or regulation,
or any common law (including common law that may impose strict liability), which may relate to or deal with human health, the environment,
natural resources, or Hazardous Substances, all as may be from time to time amended or modified.


 


“Environmental
Liability” means any Indebtedness, or duty of, any claim or demand against, any requirement imposed on, or any amount
owed by or payable from, Borrower, which is based on, results from, is in connection with, arises out of, or otherwise is related
to any Environmental Activity, whether the foregoing described liability now exists or arises in the future, is contingent or absolute,
primary or secondary, liquidated or unliquidated, due or to become due, and however created, incurred, acquired, owing or arising.


 



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“Environmental
Requirements” means all present and future laws, including Environmental Laws, authorizations, approvals, judgments,
injunctions, decrees, concessions, grants, orders, franchises, agreements and other restrictions and requirements (whether or not
arising under statutes or regulations) relating to any Hazardous Substances or Environmental Activity.


 


“Hazardous
Substances” means, at any time, (i) any “hazardous substance” as defined in §101(14) of CERCLA (42 U.S.C.
§9601(14)) or regulations promulgated thereunder; (ii) any “solid waste,” “hazardous waste,” or “infectious
waste,” as such terms are defined in any Environmental Law at such time; (iii) asbestos, urea-formaldehyde, polychlorinated
biphenyls (“PCBs”), nuclear fuel or material, chemical waste, radioactive material, explosives, known carcinogens,
petroleum products and by-products and other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or substances
which may be hazardous to human health or animal health or the environment or which are listed or identified in, or regulated by,
any Environmental Law; and (iv) any additional substances or materials which at such time are classified or considered to be hazardous
or toxic under any Environmental Law.


 


“Release”
includes, but is not limited to, spilling, leaking, pumping, paving, emitting, emptying, discharging, injecting, escaping, contaminating,
leaching, disposing, releasing or dumping into the environment.


 


“Use”
includes, but is not limited to, use, ownership, development, construction, maintenance, management, operation or occupancy.


 


1.3          Other
Definitional Provisions; Construction. Unless otherwise specified,


 


(i)          All
terms defined in this Agreement, whether or not defined in this Section 1, have the defined meanings provided in this Agreement
when used in this Agreement, in any other of the Loan Documents, or any other certificate, instrument or other document made or
delivered pursuant to this Agreement or any other Loan Document, unless otherwise defined therein.


 


(ii)         As
used in this Agreement, in any other of the Loan Documents, or in any other certificate, instrument or document made or delivered
pursuant hereto or thereto, accounting terms relating to Borrower not defined in this Agreement have the respective meanings given
to them in accordance with generally accepted accounting principles in the United States as in effect at the time any determination
is made or financial statement or information is required or furnished under this Agreement (“GAAP”).


 


(iii)        References
to the Uniform Commercial Code, or UCC, mean as enacted in the particular jurisdiction(s) encompassed by the reference.


 



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(iv)        The
definition of any agreement, document or instrument includes all schedules, attachments and exhibits thereto and all renewals,
extensions, supplements, modifications, restatements and amendments thereof but only to the extent such renewals, extensions, supplements,
modifications, restatements or amendments thereof are not prohibited by the terms of any Loan Document. All references to statutes
include (a) all regulations promulgated thereunder, (b) any amendments of such statutes or regulations promulgated thereunder,
and (c) any successor statutes and regulations, including any comparable provision of the applicable statute, ordinance, code,
regulation or other law as amended or superseded after the date of this Agreement.


 


(v)         “Hereunder,”
“herein,” “hereto,” “this Agreement” and words of similar import refer to this entire document;
“including” is used by way of illustration and not by way of limitation, unless the context clearly indicates the contrary;
the singular includes the plural and conversely; and any action required to be taken by a Person is to be taken promptly, unless
the context clearly indicates the contrary.


 


(vi)        All
of the uncapitalized terms contained in the Loan Documents which are now or hereafter defined under the Code will, unless defined
in the Loan Documents or the context indicates otherwise, have the meanings now or hereafter provided for in the Code.


 


(vii)       The
term “good faith” means honesty in fact in the conduct or transaction concerned.


 


(viii)      All
Exhibits and Schedules attached to this Agreement are incorporated into, made and form an integral part of, this Agreement for
all purposes.


 


(ix)         The
existence of references to Borrower’s Subsidiaries throughout this Agreement is for a matter of convenience only. Any references
to Subsidiaries of Borrower set forth herein shall not in any way be construed as consent by Bank to the establishment, maintenance
or acquisition of any Subsidiary.


 


(x)          Whenever
the sense of this Agreement or any of the other Loan Documents so require, the masculine or feminine gender will be substituted
for, or be deemed to include, the neuter, the feminine gender will be substituted for the masculine, or the masculine will be deemed
to include the feminine, and the neuter gender will be substituted for, or be deemed to include, the masculine or, as applicable,
feminine gender.


 


(xi)         The
“Type” of a Loan refers to whether such Loan bears interest at the Prime Rate or the LIBOR Rate, each of which constitutes
a Type.


 


2.          LOANS
AND OTHER FINANCIAL ACCOMMODATIONS.


 


2.1         Total
Facility. Subject to the terms and conditions of this Agreement, Bank will make up to $20,000,000 in total credit available
to, or for the benefit of, Borrower 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.


 



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2.2          Revolving
Loans. Until the termination of this Agreement pursuant to Section 11 and subject to the other terms and conditions
of this Agreement, Bank will make loans (“Revolving Loans”) to Borrower, which loans Borrower may reborrow on
the repayment thereof, in an amount which may not as of any time exceed an amount equal to the Revolving Loan Availability then
in effect. In no event will any Revolving Loan be made if a Borrowing Base Deficiency would be created thereby.


 


2.3          General
Conditions. In addition to any other provisions contained in this Agreement, the making of any advances or extensions of credit
under this Agreement after the acceptance of this Agreement by Bank will be subject to the continued existence or fulfillment to
the satisfaction of Bank of each of the following conditions throughout the term of this Agreement:


 


(i)          No
Event of Default has occurred and is continuing;


 


(ii)         No
law or regulation prohibits, and no order, judgment or decree of any arbitrator or Governmental Authority enjoins or restrains
Bank, from making the requested advance; and


 


(iii)        Borrower’s
representations and warranties contained in this Agreement are complete and correct as of the date of this Agreement and continue
to be true and correct in all material respects throughout the term of this Agreement with the same effect as though such representations
and warranties had been made again on and as of each day of the term of this Agreement subject to such changes as are not prohibited
hereby or do not constitute Events of Default.


 


2.4          Letters
of Credit.


 


2.4.1           Letter
of Credit Subfacility. Bank has issued the Existing Letters of Credit as of the Closing Date, each of which shall be a Letter
of Credit for all purposes of the Loan Documents. Until the termination of this Agreement pursuant to Section 11 and subject
to the other terms and conditions of this Agreement, Borrower may request Bank to issue one or more of its standard standby letters
of credit (“Standby Letter of Credit”) or its standard commercial letters of credit (“Commercial Letter
of Credit”) in favor of such beneficiary(ies) as are designated by Borrower by delivering to Bank: (i) a Letter of Credit
Application completed to the satisfaction of Bank, together with the proposed form of the Letter of Credit (which, in all respects,
will comply with the applicable requirements of Section 2.4.2), (ii) a Borrowing Base Certificate which calculates the Letter
of Credit Availability by giving effect to the proposed Letter of Credit, and (iii) such other Letter of Credit Documents that
Bank then requires. Bank, in addition to the other terms of this Agreement, will have no obligation to issue the proposed Letter
of Credit if, after giving effect to the proposed Letter of Credit, the Letter of Credit Availability will be less than zero Dollars.
The making of each Letter of Credit request by Borrower will be deemed to be a representation by Borrower that the Letter of Credit
may be issued in accordance with, and will not violate the terms of, this Section 2.4.1.


 



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2.4.2           Terms
of Letter of Credit. Each Letter of Credit issued under this Agreement will, among other things, (i) be in such form requested
by Borrower as is acceptable to Bank in its discretion exercised in good faith, (ii) be denominated in Dollars, and (iii) be issued
to support Borrower’s obligations that finance its business needs incurred in the ordinary course of Borrower’s business
as presently conducted by it. In no event will any Standby Letter of Credit have a term of more than one year (provided that this
limitation shall not preclude Bank from issuing “evergreen” Standby Letters of Credit) or any Commercial Letter of
Credit have a term of more than 180 days; furthermore, and, in addition to the foregoing term limitation, Bank will have no obligation
to issue any Letter of Credit with an expiry date later than the earlier of (a) October 1, 2011 (or such later date to which Bank
renews the termination date of this Agreement as provided in Section 11.2) or (b) such earlier termination date of
this Agreement which has resulted from the delivery to Bank by Borrower of a Termination Notice as provided in Section 11.3.


 


2.4.3           Advice
of Issuance or Non-Issuance. Upon receipt of a request from Borrower to open any Letter of Credit and of all attendant Letter
of Credit Documents satisfactorily completed, Bank, within three Business Days, may either (i) issue the requested Letter of Credit
to the beneficiary thereof and transmit a copy to Borrower, or (ii) elect, in its discretion exercised in good faith, not to issue
the proposed Letter of Credit. If Bank elects not to issue such Letter of Credit, Bank will communicate in writing to Borrower
the reason(s) why Bank has declined such request.


 


2.4.4           Payment
of Drafts. All obligations of Borrower under each Letter of Credit and all Letter of Credit Documents are payable on Bank’s
demand or payable as otherwise set forth in the applicable Letter of Credit Documents. Subject to the terms of Section 13.3,
Borrower hereby irrevocably instructs Bank, on the same Business Day that Bank is obligated to fund a drawing or make any expenditure
or any other payment under a Letter of Credit or incurs any cost or expense under any Letter of Credit, to reimburse Bank for any
drawing, expenditure or other payment made, or cost or expense incurred, by Bank debiting Borrower’s loan account with Bank
as an advance of the Revolving Loans pursuant to Section 2.2 as a Prime Rate Loan. If the advance of a Revolving Loan to
reimburse Bank for any drawing, expenditure or other payment made, or cost or expense incurred, by Bank in respect of any Letter
of Credit results (or to the extent that it results) in any Deficiency, then Borrower will immediately eliminate any Deficiency
in accordance with the terms of Section 2.5.


 


2.4.5           Letter
of Credit Obligations. All Letter of Credit Obligations will constitute part of the Obligations and be secured by the Loan
Collateral.


 


2.5         No
Deficiency. Notwithstanding anything in this Agreement to the contrary, Bank shall not be obligated to make any Loan, any advance
of credit or issue any Letter of Credit if, after giving effect to such Loan, advance or Letter of Credit, a Deficiency would occur.
If, as at any time, a Deficiency occurs, Borrower shall immediately, without demand or notice, reduce the then outstanding balance
of the Loans so that such Deficiency shall no longer exist; however, if such Deficiency was caused solely by the good faith
exercise of Bank’s discretion under Section 2.9.1, Borrower shall, within 5 Business Days after the occurrence of
such Deficiency, reduce the then outstanding balance of the Loans so that such Deficiency shall no longer exist.


 



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2.6          Disbursement
of Revolving Loans. To obtain each advance of the Revolving Loans prior to the termination of this Agreement pursuant to Section
11 and subject to the other terms of this Agreement, Borrower must deliver to the Business Credit Group of Bank a duly completed
advance request in the form of Exhibit A attached (“Advance Request”). Each Advance Request: (i) must
specify the total amount of the requested advance of Revolving Loans, (ii) must specify the Type of Loan (and, if a LIBOR Rate
Loan, the requested Loan Period and amount thereof subject to Section 3.1(i)(a)), (iii) is irrevocable by Borrower, and
(iv) must be signed by a duly authorized officer or employee of Borrower; however, Bank may rely on the authority of any
officer or employee of Borrower whom Bank in good faith believes to be authorized to request advances. Borrower must deliver an
Advance Request to Bank prior to 12:00 noon, Cincinnati, Ohio time, on the Business Day on which such advance is requested to be
made. Borrower irrevocably authorizes Bank to make all disbursements of Revolving Loans after the Closing Date into a non-interest
bearing, DDA operating account maintained by Borrower at Bank (the “Operating Account”) that will be structured
and utilized for that purpose in accordance with Bank’s policies and procedures from time to time in effect (account number
480401595). Unless other arrangements are made with, and expressly agreed to by, Bank (e.g., disbursements of Revolving
Loans by wire transfer), all advances of the Revolving Loans, if made by Bank, will be credited to the Operating Account at the
end of the applicable Business Day on which the advance is made. With respect to advances requested by Borrower to cover Presentments
in the Controlled Disbursement Account, Borrower hereby irrevocably authorizes Bank, without any further written or oral request
of Borrower, to transfer funds automatically from the Operating Account to the Controlled Disbursement Account in amounts necessary
for the payment of checks and other items drawn on the Controlled Disbursement Account as such checks and other items (“Presentments”)
are presented to Bank for payment. If any Presentments in the Controlled Disbursement Account are paid by Bank in excess of funds
available in the Operating Account for any reason, including the failure of Borrower to determine the correct amount of Presentments
in its Advance Request, the amounts so paid by Bank will be deemed to be an advance of the Revolving Loans as a Prime Rate Loan
for all purposes of this Agreement and are hereby ratified and approved by Borrower; however, under no circumstances will
Bank have any obligation to pay any Presentments in the Controlled Disbursement Account in excess of funds available in the Operating
Account. Notwithstanding anything to the contrary in this Section 2.6, Bank may, at any time hereafter on written notice
to Borrower, elect to discontinue the automatic sweeping of funds from the Operating Account to the Controlled Disbursement Account,
but Bank instead may disburse proceeds of the Revolving Loans made by Bank by crediting only the Operating Account. Furthermore,
Bank reserves the right to discontinue providing controlled disbursement accounts to its customers, including Borrower. Each request
submitted by Borrower for a new advance of a Revolving Loan via wire transfer of funds must be initiated with Bank’s wire
transfer department (or by telephone or on-line functions made available by Bank’s wire transfer department from time to
time) via a duly completed and signed outgoing wire transfer form (or any replacement form promulgated by Bank).


 



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2.7          Note;
Records of Advances of Credit. Borrower’s 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 Borrower substantially
in the form of Exhibit B with blanks appropriately completed in conformity herewith (the “Revolving Loan Note”).
The Revolving Loan Note issued to Bank shall (a) be executed by Borrower, (b) be payable to the order of Bank and be dated the
Closing Date, (c) be in a stated principal amount equal to $20,000,000, (d) mature on October 31, 2011, (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. Bank is hereby authorized to record the date and amount of each advance
of the Loans, and the date and amount of each payment or prepayment thereof, by any or all of the following: (1) on a schedule
constituting a part of the applicable Note which schedule may be attached thereto and made a part thereof, (2) by entries made
into Bank’s electronic systems, or (3) on internal memoranda maintained by Bank, and any such recordation will be rebuttably
presumptive evidence of the accuracy of the information so recorded absent manifest error; however, the failure of Bank
to make any such recordation will not affect the unconditional obligations of Borrower to repay the outstanding principal, interest,
or other Obligations due under this Agreement, under the Revolving Loan Note, or the other Loan Documents in accordance with the
terms of this Agreement and the other Loan Documents.


 


2.8          No
Limitation on Liens. The limits on outstanding advances against the Borrowing Base are not intended and shall not be deemed
to limit in any way Bank’s security interest in, or other Liens on, the Receivables, Inventory, Equipment, General Intangibles,
or any other Loan Collateral.


 


2.9          Advance
Rates and Sublimits.


 


2.9.1           Changes.
Borrower acknowledges that Bank, from time to time, may do any one or more of the following in its discretion exercised in good
faith: (i) decrease the dollar limits on outstanding advances against the Borrowing Base or applicable to any one or more advance
sublimits or (ii) decrease the Advance Rates if one or more of the following events occur or conditions exist: (a) an Event of
Default has occurred; or (b) with regard to the Receivables Advance Rate or the Unbilled AR Advance Rate, (1) the dilution percentage
with respect to Borrower’s Eligible Receivables or Eligible Unbilled Revenue (i.e., reductions in the amount of accounts
receivable because of returns, discounts, price adjustments, credit memoranda, credits, contras, set-offs and other similar offsets)
increases by an amount which Bank, in good faith, has determined is materially above that which existed as of the Closing Date,
(2) the percentage of accounts receivable which are 90 days or more past the date of the original invoices applicable thereto increases,
in comparison to the percentage of accounts receivable which are within 90 days from the date of the original invoices applicable
thereto, by an amount which Bank, in good faith, determines is material, or (3) any material adverse change occurs, determined
by Bank in good faith, from the Closing Date in respect of the credit rating or credit quality of Borrower’s account debtors.


 


2.9.2           Notice.
If, at any time, Bank decreases any of the dollar limits on outstanding advances against the Borrowing Base or applicable to any
one or more advance sublimits or decreases the Advance Rates from that which, in any case, is expressly stated in this Agreement
(i.e., exclusive of those changes which result from the effect of applying applicable eligibility criteria and reserves)
(“Stated Advance Rate Change”), Bank will give Borrower 15 days advance written notice of such Stated Advance
Rate Change, unless an Event of Default then exists, in which case Bank will give Borrower contemporaneous oral or written notice
of such Stated Advance Rate Change.


 



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2.10        Conditions
to Initial Loans. In addition to any other provisions contained in this Agreement, Bank shall have no obligation to make or
advance the initial Revolving Loans until each of the following conditions precedent shall have been satisfied:


 


(i)          Borrower
shall execute and deliver, or cause to be executed and delivered by the applicable Person, as applicable, to Bank, in form and
substance satisfactory to Bank, each of the following:


 


(a)          The
Loan Documents;


 


(b)          A
Borrowing Base Certificate completed as of October 31, 2006;


 


(c)          Certificate
regarding resolutions of the directors of Borrower in a form acceptable to Bank;


 


(d)          A
favorable opinion of counsel to Borrower in form and substance acceptable to Bank;


 


(e)          A
solvency certificate acceptable to Bank;


 


(f)          The
certificates of insurance as described in Section 10.14;


 


(g)          UCC
searches, tax lien and litigation searches, insurance certificates, notices or other documents which Bank may require to reflect,
perfect or protect Bank’s first priority Lien in the Loan Collateral (subject to any Permitted Liens) and all other property
pledged to secure the Obligations and to fully consummate this transaction;


 


(h)          All
requisite releases of, or requisite commitments from the holders thereof acceptable to Bank to release, all liens and file all
termination statements necessary to release all Liens (other than Permitted Liens) against the Loan Collateral and any other property
pledged to secure the Loans and all requisite waivers and subordination agreements, in a form satisfactory to Bank, to be executed
and delivered by Borrower’s landlords, bailees, consignees, warehousemen and mortgagees which Bank deems necessary;


 


(i)          Signed
payoff letter from U.S. Bank, National Association in a form acceptable to Bank;


 


(j)          Copies
of the Employment Agreements, the Non-Competition Agreements, the Warrants, the Shareholders Agreement, the Stock Restriction Agreements,
and the Carillon Lease;


 


(k)          A
letter signed by Argentum respecting subordination of certain rights under the Merger Documents in a form acceptable to Bank;


 



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(l)          Allonges
together with the applicable promissory note for Indebtedness owing or to be owing by EQE to Borrower and EQES to Borrower; and


 


(m)          Such
additional information, materials and Loan Documents as Bank may request, including those on the closing checklist prepared by
counsel to Bank.


 


(ii)         Minimum
excess Revolving Loan Availability of $2,000,000 at closing (i.e., taking into account all applicable borrowing limits,
reserves, ineligibles and closing costs, whether or not paid at closing and on disbursement of funds and repayment of debts to
be paid at closing) and after subtracting therefrom the total, as of such date, of the amount, if any, (a) of Borrower’s
accounts payable which remain unpaid greater than sixty (60) days past the date of the original invoices applicable thereto, or
with respect to accounts payable for which Borrower has received extended terms, which remain unpaid as of the due date thereof,
and (b) any book overdraft of Borrower.


 


(iii)        Borrower
shall reimburse Bank for any and all fees, costs and out-of-pocket expenses including Attorneys’ Fees and other professionals’
fees, appraisal fees, and other expenses incurred or paid by Bank or any of its officers, employees or agents in connection with
the preparation, negotiation, procurement, review or execution of this Agreement, the other Loan Documents and all other instruments,
agreements, documents, policies, consents, waivers, subordinations, releases of liens, termination statements, satisfaction of
mortgages, financing statements, lien searches, recordings, or filings related thereto, whether or not any particular portion of
the transactions contemplated during such negotiations is ultimately consummated.


 


(iv)        The
receipt by Merger Corp prior to the Merger of the Merger Corp Cash.


 


(v)         The
consummation of the Merger on the terms and conditions set forth in the Merger Documents.


 


2.11        One
General Obligation; Cross-Collateralized. All advances of credit by Bank to, or for the benefit of, Borrower under this Agreement
and under any other Loan Document constitute one loan, and all of the Obligations constitute one obligation. The Loans and all
other advances or extensions of credit to, or for the benefit of, Borrower under this Agreement or the other Loan Documents are
made on the security of all of the Loan Collateral.


 


3.           INTEREST
CHARGES; FEES


 


3.1          Interest
on Loans. Borrower will pay Bank interest on the Obligations as follows:


 


(i)          Regular
Interest.


 


(a)          Except
as set forth in Section 3.1(ii), interest on each Loan hereunder shall accrue at one of the following per annum rates selected
by Borrower: (1) unless prior notice is given to Bank pursuant to subpart (2) of this Section 3.1(i)(a), the Applicable
Margin plus the Prime Rate (a “Prime Rate Loan”), or (2) upon a minimum of two New York Banking Days prior
notice, the Applicable Margin plus the 1, 2 or 3 month LIBOR rate quoted by Bank from Telerate Page 3750 or any successor thereto
(which shall be the LIBOR rate in effect two New York Banking Days prior to the making of such Loan), adjusted for any reserve
requirement and any subsequent costs arising from a change in government regulation (a “LIBOR Rate Loan”).


 



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(b)          In
the event Borrower does not select (within the time periods prescribed under Section 2.6 or Section 3.1(v), as applicable)
another interest rate option at least two New York Banking Days before the end of the Loan Period for a LIBOR Rate Loan, Bank may
at any time after the end of the Loan Period convert the LIBOR Rate Loan to a Prime Rate Loan, but until such conversion, the funds
advanced under the LIBOR Rate Loan shall continue to accrue interest at the same rate as the interest rate in effect for such LIBOR
Rate Loan prior to the end of the Loan Period.


 


(c)          No
LIBOR Rate Loan may extend beyond the Facility Termination Date. In any event, if the Loan Period for a LIBOR Rate Loan should
happen to extend beyond the Facility Termination Date, such Loan must be prepaid on the Facility Termination Date. Bank’s
internal records of applicable interest rates shall be determinative in the absence of manifest error. Each LIBOR Rate Loan shall
be in a minimum principal amount of $1,000,000 and in integral multiples of $100,000. Borrower may not, in the aggregate, have
more than three LIBOR Rate Loans outstanding at any time. A LIBOR Rate Loan may not be requested by Borrower if an Event of Default
has occurred and is continuing. Notwithstanding anything to the contrary in this Section 3.1, no portion of the Loans which
represents any unreimbursed drawings under any Letter of Credit can be made as, converted into, or continued as, a LIBOR Rate Loan.


 


(d)          If
a LIBOR Rate Loan is prepaid prior to the end of the Loan Period for such Loan, whether voluntarily or because prepayment is required
due to the Loans maturing, the cure of any Deficiency, or the acceleration of the Loans upon an Event of Default or otherwise,
Borrower will pay all of Bank’s costs, expenses and the Interest Differential (as determined by Bank) incurred as a result
of such prepayment. The term “Interest Differential” means that sum equal to the greater of zero or the financial loss
incurred by Bank resulting from prepayment, calculated as the difference between the amount of interest Bank would have earned
(from like investments in the Money Markets as of the first day of the LIBOR Rate Loan) had prepayment not occurred and the interest
Bank will actually earn (from like investments in the Money Markets as of the date of prepayment) as a result of the redeployment
of funds from the prepayment. Because of the short-term nature of this credit facility, Borrower agrees that the Interest Differential
shall not be discounted to its present value. Any prepayment of a LIBOR Rate Loan shall be in an amount equal to the remaining
entire principal balance of such Loan. The Obligations described under this Section 3.1(i)(d) shall survive any termination
of this Agreement.


 


(e)          Except
as provided in Section 3.1(i), the principal balance of all outstanding Obligations (except the Loans and that portion of
the Obligations, if any, arising under any agreement other than this Agreement if such other agreement provides for the payment
of interest at a rate specified therein) will bear interest at an annual rate equal to the Applicable Prime Rate Margin then in
effect for Revolving Loans plus the Prime Rate.


 



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(ii)         Default
Rate. At any time during which an Event of Default has occurred and is continuing, (a) all Loans and other Obligations (other
than LIBOR Rate Loans), all past due interest and all fees shall bear interest at a per annum rate equal to the Prime Rate, plus
the Applicable Margin, plus an additional 2.0% per annum, and (b) all LIBOR Rate Loans shall bear interest at a rate per annum
equal to the applicable LIBOR Rates then in effect for the applicable Loan Periods, plus the Applicable Margin, plus an additional
2.0% per annum until the expiration of such Loan Periods, after which expiration such LIBOR Rate Loans shall bear interest as
provided in Section 3.1(ii)(a) (as applicable under (a) or (b), the “Default Rate”).


 


(iii)        General
Provisions. Interest as aforesaid in this Section 3.1 shall be charged for the actual number of days elapsed over a
year consisting of 360 days on the actual daily balance of the Loans. Interest on the unpaid principal of any Loan shall accrue
from the date such Loan is made to the date such Loan is paid in full.


 


(iv)        Interest
Payment Dates. Interest on all Loans shall be paid on the Interest Payment Dates for the applicable Types of Loans and upon
the payment or prepayment thereof or the conversion of a Loan to a Loan of another Type; provided, however, that (a) any interest
accrued or accruing at the Default Rate, or accrued or accruing on or after the Facility Termination Date, shall be payable on
the earlier of the applicable Interest Payment Date or demand by Bank and (b) any interest accrued or accruing on the unpaid principal
balance of any other Obligation shall be payable at the times provided in the Loan Documents or, if not so provided, on demand
by Bank.


 


(v)         Continuation
and Conversion of Loans. Borrower may elect to continue any outstanding LIBOR Rate Loan from one Loan Period into a subsequent
Loan Period to begin on the last day of the earlier Loan Period, or convert any outstanding Loan into another Type of Loan (on
the last day of a Loan Period only, in the instance of a LIBOR Rate Loan), by giving Bank telephonic notice promptly confirmed
in writing, given so as to be received by Bank not later than:


 


(a)          12:00
noon, Cincinnati, Ohio time, on the date of the requested conversion, if requesting conversion of a LIBOR Rate Loan to a Prime
Rate Loan; or


 


(b)          12:00
noon, Cincinnati, Ohio time, at least two (2) New York Banking Days prior to the date of the requested continuation or conversion,
if requesting the continuation of a LIBOR Rate Loan or the conversion of a Prime Rate Loan to a LIBOR Rate Loan.


 


Each notice of continuation or conversion
of a Loan shall specify (1) the effective date of the continuation or conversion (which shall be a New York Banking Day), (2) the
amount and the Type or Types of Loans following such continuation or conversion (subject to the limitation on amount set forth
in Section 3.1(i)(c)), and (3) for continuation as, or conversion into, LIBOR Rate Loans, the Loan Periods for such Loans.
Absent timely notice of continuation or conversion as provided above, Bank may at any time thereafter convert such LIBOR Rate Loan
to a Prime Rate Loan on or after the last day of an applicable Loan Period, unless paid in full on such last day, but until such
conversion, the funds advanced under the LIBOR Rate Loan shall continue to accrue interest at the same rate as the interest rate
in effect for such LIBOR Rate Loan prior to the end of the Loan Period. No Loan shall be continued as, or converted into, a LIBOR
Rate Loan if the shortest Loan Period for such Loan may not transpire prior to the Facility Termination Date or if an Event of
Default has occurred and is continuing.


 



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(vi)        Limitations
on LIBOR Rate Loans. Notwithstanding any other provisions of this Section 3.1 to the contrary, Borrower may not request
any LIBOR Rate Loans, and if a LIBOR Rate Loan is outstanding it shall be immediately converted to a Prime Rate Loan, if, at any
time, (a) deposits in Dollars for the Loan Period are not available to Bank in the London interbank market, or (b) by reason of
national or international financial, political or economic conditions or by reason of any applicable law, treaty, rule or regulation
(whether domestic or foreign) now or hereafter in effect, or the interpretation or administration thereof by any Governmental
Authority charged with the interpretation or administration thereof, or compliance by Bank with any request or directive of such
authority (whether or not having the force of law), including exchange controls, Bank determines in good faith that: (1) it is
impracticable, unlawful or impossible for Bank to maintain the LIBOR Rate Loans at an interest rate based on the LIBOR Rate, (2)
adequate and fair means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Rate Loans, or (3) the LIBOR
Rate determined by Bank will not adequately and fairly reflect the cost to Bank, determined by Bank in good faith, of making or
maintaining any LIBOR Rate Loans. Moreover, notwithstanding any other provisions of this Section 3.1 to the contrary, Bank
shall have the option to convert any outstanding LIBOR Rate Loans to Prime Rate Loans at any time that there exists an Event of
Default.


 


(vii)       Pricing.
Each of the Applicable LIBOR Rate Margin, the Applicable Prime Rate Margin, the Applicable LOC Fee, and the Applicable Unused
Commitment Fee will be determined from time to time by reference to the table set forth below:


 


	Applicable
 LIBOR Rate

    Margin for
 Revolving
 Loans	 	 	Applicable
 Prime Rate

    Margin For
 Revolving
 Loans	 	 	Applicable
 LOC Fee	 	 	Applicable

    Unused
 Commitment
 Fee	 
	 	2.00	%	 	 	0	%	 	 	2.00	%	 	 	.25	%



 








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3.2           Increased
Costs. If (i) there occurs any change in law or any rules, regulations, guidelines or orders (or any interpretation or application
thereof) of a Governmental Authority or any new laws, regulations or guidelines are promulgated, enacted, issued, or made or any
request, requirement or directive (whether having the force of law) from any central bank or other Governmental Authority is imposed
or made effective (including a requirement which affects the manner in which Bank allocates capital resources to any of its credit
facilities, including its credit facility hereunder) and (ii) as a result of such change, enactment, or issuance Bank, in its discretion
exercised in good faith, determines that (a) the rate of return on Bank’s capital as a consequence of the Loans is reduced
to a level below that which Bank could have achieved but for such circumstances (taking into consideration Bank’s policies
with respect to capital adequacy and capital maintenance) by an amount deemed by Bank to be material or (b) Bank is subjected to
any tax of any kind whatsoever with respect to this Agreement or any loan or other credit advanced under this Agreement or the
basis of taxation of payments to Bank of principal, fees, interest or other amounts payable under this Agreement is changed (except
a tax on the overall net income or capital of Bank, including “doing business”, franchise and other similar taxes),
then, and in each such case, Bank may charge Borrower an additional fee which will compensate Bank for such reduction in the rate
of return caused by such requirements or for such tax (“Additional Fee”) so long as additional fees (with respect
to capital adequacy, capital maintenance and such taxes) are being charged by Bank to its other similarly situated borrowers to
the extent Bank is legally empowered to do so. In the event any Additional Fee is charged to Borrower by Bank under this Section
3.2, Borrower may prepay the Loans in full without payment of the termination fee under Section 11.3 so long as such
prepayment in full is tendered to Bank within 90 days following the date Bank either first imposed the Additional Fee or subsequently
increased such Additional Fee for a reason other than a change in the balance of the Loans or the interest rates under Section
3.1; however, should Borrower elect to terminate this Agreement pursuant to this Section 3.2, Borrower will be
liable for the aggregate Additional Fee which has accrued through the date of termination. A certificate as to such Additional
Fee incurred by Bank, submitted by Bank to Borrower, shall be conclusive, absent manifest error, as to the amount thereof.


 


3.3           Loan
Administration Fee. Commencing on November 1, 2006 and continuing on the first Business Day of each and every calendar month
thereafter until the Obligations are fully paid and satisfied (and, as applicable, on the date this Agreement is terminated as
provided in Section 11), Borrower will pay to Bank a loan administration fee equal to $1,000.00 (“Administration
Fee”).


 


3.4           Unused
Commitment Fee. Commencing on December 1, 2006 and continuing on the first Business Day of each and every calendar month thereafter
until the Obligations are fully paid and satisfied (and, as applicable, on the date this Agreement is terminated as provided in
Section 11), Borrower will pay to Bank a fee (“Unused Commitment Fee”) in an amount equal to the
result obtained by multiplying (i) the difference between (a) $20,000,000 and (b) the average daily Revolving Loans advanced to
Borrower 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.


 


3.5           Letter
of Credit Fees. Borrower will pay to Bank, with respect to each Letter of Credit, a per annum fee (“LOC Fee”)
equal to the then Applicable LOC Fee on the amount available to be drawn under each Letter of Credit from, and including, the issuance
date of the Letter of Credit to and including the expiry date thereof (or, if earlier, the date on which the Letter of Credit is
returned to Bank and is canceled). In addition, Borrower will pay to Bank, on its demand for payment, Bank’s then current
issuance, opening, closing, transfer, amendment, draw, renewal, negotiation and other letter of credit administration fees, charges
and out of pocket expenses with respect to each Letter of Credit. The LOC Fee is fully earned by Bank when paid and will be due
and payable in advance on the issuance of each Letter of Credit and, if applicable, upon each renewal thereof. The LOC Fee will
be calculated on the basis of the actual number of days elapsed in a 360-day year. Notwithstanding anything to the contrary in
this Section 3.5 or any Letter of Credit Document, if any Letter of Credit is cancelled for any reason before the stated
expiry date thereof, any LOC Fee paid in advance will not be refunded and will be retained by Bank solely for its account.


 






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3.6           Calculation
of Certain Charges. Accrued interest charges will be payable to Bank on each Interest Payment Date, beginning on December 1,
2006. Except the fees and expenses set forth in Sections 3.2, 3.3 and 3.5, which shall be paid in accordance
with such Sections, all such charges and other fees shall be paid in arrears.


 


3.7           Payments;
Charging Loan Account. Borrower promises to pay and to perform, observe and comply with when due all of the Obligations. All
payments to be made by Borrower on account of the Obligations will be made by Borrower without setoff, deduction, offset, recoupment
or counterclaim in immediately available funds. Borrower hereby authorizes Bank, at Bank’s option, to charge any account
of Borrower at Bank or charge or increase the Revolving Loans, as a Prime Rate Loan, for the payment or repayment of any interest
or principal of the Loans, any fees, charges or other amounts due to Bank under the Loan Documents, or any of the other Obligations.


 


3.8           Maximum
Rate. If, at any time, the rate of interest contracted for, and computed in the manner provided, in this Section 3 (“Applicable
Rate”), together with all fees and charges as provided for herein or in any other Loan Document (collectively, the “Charges”),
which are treated as interest under applicable law, exceeds the maximum lawful rate (the “Maximum Rate”) allowed
under applicable law, it is agreed that such contracting for, charging or receiving of such excess amount was an accidental and
bona fide error and the provisions of this Section 3.8 will govern and control. The rate of interest payable hereunder,
together with all Charges, shall be limited to the Maximum Rate; provided, however, that any subsequent reduction in the
Prime Rate or the LIBOR Rate shall not reduce the Applicable Rate below the Maximum Rate until the total amount of interest earned
hereunder, together with all Charges, equals the total amount of interest which would have accrued at the Applicable Rate if the
Applicable Rate had at all times been in effect. If any payment hereunder, for any reason, results in Borrower having paid interest
in excess of that permitted by applicable law, then all excess amounts theretofore collected by Bank shall be credited on the principal
balance of the Obligations (or, if all sums owing hereunder have been paid in full, refunded to Borrower), and the amounts thereafter
collectible hereunder shall immediately be deemed reduced, without the necessity of the execution of any new document, so as to
comply with applicable law and permit the recovery of the fullest amount otherwise called for hereunder.


 






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4.          MONTHLY
LOAN ACTIVITY ACCOUNTINGS. Bank will provide Borrower monthly with a statement of advances, charges and payments made pursuant
to this Agreement, and such account rendered by Bank shall be prima facie evidence of the amount of the Obligations owing
and unpaid by Borrower and shall be deemed to be an account stated and binding as against Borrower unless a written statement of
Borrower’s or Bank’s exceptions is received by the other within 30 days after the statement is mailed to Borrower;
however, Bank will have no obligation to correct any error or errors specified by Borrower unless Bank, in its discretion
exercised in a commercially reasonable manner, believes that an error was made. If any error is a manifest error, Borrower or Bank
shall have one year to raise the exception.


 


5.          SECURITY.


 


5.1           Security
Documents. The Obligations shall be secured (in such order as may be determined by Bank in its discretion) by a first priority
Lien on all Loan Collateral (subject to Permitted Liens), including a first priority security interest in all of the Collateral
pursuant to the Security Agreement dated as of the date of this Agreement between Borrower and Bank (the “Security Agreement”)
and accompanying financing statements.


 


5.2           Life
Insurance. The Obligations shall also be secured (in such order as may be determined by Bank in its discretion) by a prior
and exclusive assignment of each Life Insurance Policy pursuant to a separate collateral assignment (each, a “Life Insurance
Assignment”) and a related Agreement Regarding Insurance (each, an “Insurance Agreement”). Borrower will obtain
the applicable collateral assignment forms and original Life Insurance Policies as soon as practical and will execute each Life
Insurance Assignment and each Insurance Agreement and return those to the attention of counsel to Bank, together with the original
Life Insurance Policies, on or before November 30, 2006. If Bank receives the proceeds of any Life Insurance Policy, then (i) Bank
will apply the applicable Life Insurance Policy proceeds to the outstanding balance of the Obligations in such order and method
of application as may be elected by Bank in its discretion exercised in good faith, and (ii) Bank, at its option, may permanently
reduce the Obligations in such order and method of application as may be elected by Bank in its discretion exercised in good faith.


 


6.          FURTHER
ASSURANCES. Borrower agrees to execute and deliver or cause to be executed and delivered any and all further documents and
instruments and to take any and all further actions as may be determined by Bank to be necessary or appropriate to the transactions
contemplated herein or in the other Loan Documents.


 






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7.          RECEIVABLES;
INVENTORY; COLLECTION OF RECEIVABLES; DISPUTED RECEIVABLES; PROCEEDS OF INVENTORY.


 


7.1           Agreements
Regarding Receivables. Borrower may not backdate, postdate or redate any of its invoices. Borrower may not make any sales on
extended dating or credit terms beyond that customary in Borrower’s industry and consented to in advance by Bank. In addition
to the Borrowing Base Certificate to be delivered in accordance with Section 8.3, Borrower shall notify Bank promptly upon
Borrower’s learning thereof, in the event any Eligible Receivable or any Eligible Unbilled Revenue becomes ineligible for
any reason, other than the aging of such Receivable, and of the reasons for such ineligibility. Borrower shall also notify Bank
promptly of all material disputes and claims with respect to its Receivables, and Borrower will settle or adjust such material
disputes and claims at no expense to Bank; however, Borrower may not, without Bank’s consent, grant (i) any discount,
credit or allowance in respect of its Receivables (a) which is outside the ordinary course of Borrower’s business and (b)
which discount, credit or allowance exceeds an amount equal to $5,000 in the aggregate with respect to any individual Receivable
or (ii) any materially adverse extension, compromise or settlement to any customer or account debtor with respect to any then Eligible
Receivable or Eligible Unbilled Revenue. Nothing permitted by this Section 7.1 or Section 7.2, however, may be construed
to alter in any way the criteria for Eligible Receivables or Eligible Unbilled Revenue provided in Section 1.1.


 


7.2           Agreements
Regarding Inventory. Borrower shall notify Bank promptly of all material returns and recoveries of Inventory. Without obtaining
Bank’s prior consent and in compliance with the applicable terms of the Security Agreement, Borrower will not (i) accept
any returns of Inventory outside the ordinary course of Borrower’s business, (ii) enter into any agreement, practice, arrangement,
or transaction under which title to, or ownership of, any Inventory which is being sold by Borrower is, or purports to be, transferred
to, or held by, a Person other than Borrower before such Inventory is delivered to such Person by Borrower, (iii) make a sale of
Inventory to any customer on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment or any other repurchase
or return basis, or (iv) store any Inventory with, or place any Inventory in the possession or control of, any bailee, processor,
warehouseman, consignee or any other Person, not a party to a bailee, warehouseman or similar agreement with Bank, under any arrangement,
practice or agreement (oral or written).


 


7.3           Locked
Box. Borrower has obtained and shall continue to maintain during the term of this Agreement the post office box at the U.S.
Post Office bearing the following address: PO Box 3043, Cincinnati, Ohio Cincinnati OH 45264-3043,
or such other address as Bank may notify Borrower from time to time (the “Locked Box”). Borrower shall notify
all of its customers and account debtors to forward all remittances of every kind due Borrower (“Remittances”)
to the Locked Box (such notices to be in such form and substance as Bank may require from time to time). Immediately upon receipt
thereof, Borrower shall deposit all other proceeds of Receivables or other Loan Collateral into the Locked Box (or into the Special
Account, as defined below). Bank shall have sole access to the Locked Box at all times, and Borrower shall take all action necessary
to grant Bank such sole access. At no time shall Borrower remove any item from the Locked Box without Bank’s prior written
consent, and Borrower shall not notify any customer or account debtor to pay any Remittance to any other place or address without
Bank’s prior written consent. If Borrower should neglect or refuse to notify any customer or account debtor to pay any Remittance
to the Locked Box, Bank shall be entitled to make such notification. Borrower hereby grants to Bank an irrevocable power of attorney,
coupled with an interest, to take in Borrower’s name all action necessary (a) to grant Bank sole access to the Locked Box,
(b) to contact account debtors to pay any Remittance to the Locked Box in the event that any such account debtor is not paying
any such Remittance to the Locked Box, (c) to contact account debtors for any reason upon the occurrence of an Event of Default,
and (d) to endorse each Remittance delivered to the Locked Box for deposit to the Special Account.


 






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7.4           Special
Account. Upon collection of Remittances and other proceeds of Receivables and other Loan Collateral from the Locked Box, Bank
shall deposit the same in a non-interest bearing account at Bank in the name of Environmental Quality Management, Inc. pledged
to Bank using Borrower’s Federal tax identification number, Account No. 480401611 (the “Special Account”).
Any Remittance or other proceeds of Receivables or other Loan Collateral received by Borrower shall be deemed held by Borrower
in trust and as fiduciary for Bank, and Borrower immediately shall deliver the same, in its original form, to Bank into the Locked
Box by overnight delivery carrier. Pending such deposit, Borrower agrees that it will not commingle any such Remittance or other
proceeds of Receivables or other Loan Collateral with any of Borrower’s other funds or property, but will hold it separate
and apart therefrom in trust for Bank until deposit is made into the Locked Box or Special Account or until delivery is made to
Bank by overnight delivery carrier as described above. All deposits to the Special Account and the Locked Box shall be Bank’s
property and shall be subject only to the signing authority designated from time to time by Bank, and Borrower shall have no interest
therein or control over such deposits or funds. Bank shall have sole access to the Special Account and the Locked Box, and Borrower
shall have no access thereto. Bank shall have, and Borrower hereby grants to Bank, a Lien on and security interest in all funds
held in the Special Account and the Locked Box as security for the Obligations. The Special Account shall not be subject to any
deduction, set-off, banker’s lien or any other right in favor of any Person other than Bank. Deposits to the Special Account
shall be applied to the Obligations in such order and method of application as may be elected by Bank in its discretion exercised
in good faith. Any funds in the Special Account remaining after the applications set forth in the preceding sentence (“Available
Funds”) will be paid over by Bank to Borrower; however, at any time on and after the occurrence of an Event of
Default, all Available Funds may, at Bank’s option, be retained in the Special Account as continuing security for the Obligations.
If any Remittance deposited in the Special Account is dishonored or returned unpaid for any reason, Bank, in its discretion, may
charge the amount of such dishonored or returned Remittance directly against Borrower and any account maintained by Borrower with
Bank and such amount shall be deemed part of the Obligations. Bank shall not be liable for any loss or damage resulting from any
error, omission, failure or negligence on the part of Bank with respect to the operation of the Special Account, the Locked Box,
or the services to be provided by Bank under this Agreement, except to the extent, but only to the extent, of any direct, as opposed
to any consequential, special or lost profit damages suffered by Borrower from Bank’s gross negligence or willful misconduct.
Until a payment is received by Bank for Bank’s account in finally collected funds, all risks associated with such payment
will be borne solely by Borrower. From time to time, Bank may adopt such regulations and procedures as it may deem reasonable and
appropriate with respect to the operation of the Special Account, the Locked Box, and the services to be provided by Bank under
this Agreement so long as the adoption of such regulations and procedures will not change the material terms of this Agreement
and are applied to similarly situated borrowers.


 


7.5           Crediting
of Remittances. For the purpose of calculating interest, all Remittances and other proceeds of Receivables and other Loan Collateral
shall be credited (conditional on final collection) against the unpaid Revolving Loan balance on the first Business Day after the
Business Day that Bank received the same into the Special Account in Cincinnati, Ohio. For the purpose of determining Revolving
Loan Availability, all Remittances and other proceeds of Receivables and other Loan Collateral shall be credited (conditional on
final collection) against the amount of Eligible Receivables, Eligible Unbilled Revenue and the unpaid Revolving Loan balance on
the Business Day immediately after the Business Day that Bank received the same into the Special Account in Cincinnati, Ohio. Notwithstanding
anything to the contrary in this Section 7.5, Borrower acknowledges and agrees that deposits made and other items credited
to the Special Account are subject to applicable laws and regulations governing availability of funds and Bank’s funds availability
polices and may not be immediately available for application to the Loans or the other Obligations.


 






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7.6           Cost
of Collection. All reasonable costs of collection of Borrower’s Receivables, including Attorneys’ Fees, out-of-pocket
expenses, administrative and recordkeeping costs, and all service charges and costs related to the establishment and maintenance
of the Locked Box and the Special Account shall be the sole responsibility of Borrower, whether the same are incurred by Bank or
Borrower, and Bank, at its discretion, may charge the same against Borrower and any account maintained by Borrower with Bank and
the same shall be deemed part of the Obligations.


 


7.7           On-Line
Banking; Cash Management Services. During the term of this Agreement, Borrower will contract with Bank to obtain Bank’s
then current (i) automated balance and information reporting system and (ii) positive pay, reverse positive pay, check filter,
ACH filter and block, and other similar anti-fraud, cash management products, in each case in connection with the operation of
the various cash management systems contemplated by this Agreement.


 


8.          EXAMINATION
OF LOAN COLLATERAL; REPORTING.


 


8.1           Maintenance
of Books and Records. Borrower shall keep and maintain complete books of account, records and files with respect to its business
in accordance with GAAP consistently applied and shall accurately and completely record all transactions therein.


 


8.2           Access
and Inspection. Bank may at all times during normal business hours have (i) access to, and the right to examine and inspect,
all of Borrower’s real and personal property and (ii) access to, and the right to inspect, audit and make extracts from,
all of Borrower’s records, files and books of account, and Borrower shall execute and deliver at the request of Bank such
instruments as may be necessary for Bank to obtain such information concerning the business of Borrower as Bank may require from
any Person; however, unless an Event of Default has occurred or exists, Bank will give Borrower reasonable notice before
it makes the inspections and examinations at any office or place of business of Borrower. Borrower shall furnish Bank at reasonable
intervals with such statements and reports regarding Borrower’s financial condition and the results of Borrower’s operations,
in addition to those hereinafter required, and such other information as Bank may reasonably request from time to time.


 






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8.3           Reporting
Regarding Receivables. Not less frequently than monthly, or if there is an Availability Condition, not less frequently than
weekly, Borrower shall deliver to the Borrower: (i) a borrowing base certificate in the form of Exhibit C (a “Borrowing
Base Certificate”) by no later than the 20th day of each month (which is based on values as of the immediately preceding
month) and (ii) reports of Borrower’s sales, credits to sales or credit memoranda applicable to sales, collections and non-cash
charges (from whatever source, including sales and noncash journals or other credits to Receivables) for the applicable period,
and acceptable supporting documentation thereto (including a report indicating the Dollar value of Borrower’s Eligible Receivables
(including a separate listing of Permitted Joint Venture Receivables) and Eligible Unbilled Revenue, and all other information
deemed necessary by Bank to determine levels of that which is and is not Eligible Receivables and Eligible Unbilled Revenue). By
no later than the 20th day after the end of each calendar month, or sooner if available, Borrower shall deliver to Bank monthly
agings, broken down by due date, of Receivables listed by invoice date, in each case reconciled to the Borrowing Base Certificate
for the end of such month and Borrower’s general ledger, and setting forth any changes in the reserves made for bad accounts
or any extensions of the maturity of, any refinancing of, or any other material changes in the terms of any Receivables in such
format as is specified by Bank from time to time, together with such further information with respect thereto in such format as
Bank may then reasonably require.


 


8.4           Reporting
Regarding Contracts. Not less frequently than monthly, by no later than the 20th day of each month, Borrower shall deliver
to Bank a certificate in a form of Exhibit D which reports any material amendment to each Government Contract existing as
of the Closing Date, each Government Contract arising or renewed after the Closing Date, each payment bond or performance bond,
and the associated surety, relating to each existing and new contract, including each Government Contract. Not less frequently
than quarterly, such certificate shall also report the type of pricing and percentage of revenue associated therewith with respect
to each Government Contract (i.e., fixed price, cost plus or time and materials, or any other type of pricing).


 


8.5           Interim
Financial Statements; Payable Information. Promptly when available and in any event not later than 30 days after the end of
each calendar month (and quarter) occurring after the Closing Date, Borrower shall furnish to Bank a monthly (and, as applicable,
quarterly) income statement, balance sheet and changes in its cash flows, (a) showing Borrower’s financial condition and
the results of Borrower’s operations for the periods covered by such statements in such detail as Bank may from time to time
require, (b) prepared in accordance with GAAP consistently applied (except as otherwise disclosed to Bank to the extent such exceptions
are acceptable to Bank), and (c) containing all disclosures required to fully and accurately present the financial position and
results of operations of Borrower (subject to normal year-end adjustments and the omission of footnotes) and to make such statements
not misleading under the circumstances. By no later than the 20th day after the end of each fiscal month end, or sooner if available,
Borrower shall deliver to Bank monthly agings of accounts payable listed by invoice date, in each case reconciled to Borrower’s
general ledger for the end of such month, in such format as is specified by Bank from time to time.


 


8.6           Annual
Projections. Promptly when available and in any event not later than 30 days prior to the end of each of Borrower’s fiscal
years, Borrower shall furnish to Bank detailed projections for the next fiscal year setting forth projected income and cash flow
for each month, the monthly operating budget, the monthly balance sheet, and the monthly borrowing availability of Borrower, in
each case accompanied by a certificate of Borrower’s chief financial officer, countersigned by Borrower’s chief executive
officer, stating (i) the assumptions on which the projections were prepared, (ii) that the assumptions, except as otherwise noted,
were prepared on a consistent basis with the operation of Borrower’s business during the immediately preceding fiscal year
and with factors known to exist as of the date of the certificate or reasonably anticipated to exist during the periods covered
by the projections, and (iii) that the officers signing the certificate have no reason to believe that the projections are incorrect
or misleading in any material respect.


 






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8.7           Annual
Financial Statements. Promptly when available and in any event not later than 120 days after the end of each of Borrower’s
fiscal years, Borrower shall submit to Bank consolidated financial statements showing its financial condition, the results of its
operations, a balance sheet and related statements of income, stockholders’ equity, and changes in its cash flows and financial
position for the year then ended. All of the foregoing annual financial statements must be audited in accordance with generally
accepted auditing standards by an independent certified public accounting firm acceptable to Bank and shall be prepared and presented
in accordance with GAAP consistently applied, and shall be accompanied by an audit report of Borrower’s independent certified
public accountants. On October 31, 2006, Borrower shall submit to Bank a consolidated balance sheet of Borrower dated as of, and
after giving effect to, the Merger and payment of the Merger Consideration (the “Opening Balance Sheet”). The
Opening Balance Sheet shall be prepared in accordance with GAAP (subject to normal year-end adjustments and the omission of footnotes).


 


8.8           Management
Reports. Borrower shall furnish to Bank promptly on receipt copies of all management letters and any other material reports
provided by Borrower’s independent accountants. Borrower hereby authorizes Bank to communicate directly with Borrower’s
independent accountants to discuss Borrower’s affairs, finances, accounts and such other matters as Bank deems necessary.


 


8.9           Comparisons
to Financials; Certificates. With each monthly or annual financial statement submitted by Borrower to Bank under Sections
8.5 and 8.7, Borrower will deliver to Bank: (i) a comparison prepared by Borrower of the projected financial position
and results of operations of Borrower provided for in Section 8.6 with the actual financial position and results of operations
of Borrower for the applicable period and an explanation of any material variations between them; and (ii) a comparison prepared
by Borrower between actual calculated results for the applicable period and the covenanted results for each of the Financial Covenants.
Borrower shall also furnish Bank together with all materials required pursuant to Sections 8.5, 8.6, and 8.7,
a certificate signed by the chief financial officer of Borrower in the form of Exhibit E.


 


8.10         Tax
Returns; Additional Information. Promptly upon Bank’s request after Borrower has filed its tax returns with each applicable
Governmental Authority, Borrower shall deliver to Bank a copy of all federal (and at Bank’s request all state and local)
income tax returns and schedules filed by Borrower in respect of each taxable year ending on and after December 31, 2005. Borrower
shall furnish all other tax and financial information as Bank may reasonably request from time to time.


 


9.          WARRANTIES,
REPRESENTATIONS AND COVENANTS. In order to induce Bank to enter into this Agreement and to make Loans hereunder, Borrower warrants,
represents and covenants that, as of the date hereof, any date upon which a Loan is made hereunder, and until the Obligations are
fully paid, performed and satisfied, the representations, warranties and covenants set forth in this Section 9 are and shall
remain true.


 






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9.1           Corporate
Status. Borrower (i) is duly organized and is and shall remain validly existing and in good standing under the laws of Ohio,
and is and shall remain qualified to do business as a foreign corporation under the laws of the jurisdictions listed on Schedule
9.1 and under the laws of each other jurisdiction in which the failure to be so qualified and in good standing would have a
Material Adverse Effect, and (ii) has and shall maintain all requisite power and authority, corporate or otherwise, to conduct
its business, to own its property, to execute, deliver and perform all of its obligations under this Agreement and each of the
other Loan Documents, and to grant the Liens on the Loan Collateral. Borrower is not (a) an “investment company”, (b)
an “investment adviser”, (c) a company “controlled” by an “investment company” as such terms
are defined in the Investment Company Act of 1940, as amended, or (d) a “holding company” as that term is defined in,
and is not otherwise subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. Borrower is a contractor
in good standing with the United States, and is a “small business” under the United States Small Business Administration
guidelines. Borrower has filed applications for authority to transact business as a foreign corporation in the States of Alabama,
Colorado, Idaho, Louisiana, Missouri, Virginia and West Virginia, and will provide good standing certificates to Bank from those
states not later than November 30, 2006.


 


9.2           Due
Authorization; Validity. The signing and delivery of the Loan Documents, the performance by Borrower of its Obligations under
the Loan Documents, and the grant of the Liens on or security interests in, the Loan Collateral to Bank have been duly authorized
by all requisite corporate action of Borrower. This Agreement and each of the other Loan Documents have been duly executed and
delivered by Borrower, and each will constitute, upon the due execution and delivery thereof, the legal, valid, and binding obligations
of Borrower enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally.


 


9.3           No
Violation. The execution, delivery and performance by Borrower of this Agreement and the other Loan Documents and the grant
of the Liens on or security interests in the Loan Collateral to Bank, do not and will not (i) constitute a violation of any applicable
law, (ii) constitute a breach of any provision contained in Borrower’s Articles of Incorporation, Code of Regulations, the
Shareholders Agreement or any governing or other organization documents of Borrower or contained in any order of any court or other
Governmental Authority or in any Applicable Agreement, or (iii) result in the creation or imposition of any Lien on any of Borrower’s
properties (other than in favor of Bank hereunder or any other Permitted Lien).


 


9.4           Use
of Loan Proceeds. Borrower’s uses of the proceeds of the Loans made by Bank to Borrower pursuant to this Agreement are,
and will continue to be, legal and proper corporate uses (duly authorized by Borrower’s Board of Directors). Such uses do
not and shall not violate any applicable laws or statutes as in effect as of the date hereof or hereafter. The Loans are not and
shall not be secured, directly or indirectly, by any stock for the purpose of purchasing or carrying any margin stock or for any
purpose which would violate either Regulation U, 12 C.F.R. Part 221, or Regulation X, 12 C.F.R. Part 224, promulgated by the Board
of Governors of the Federal Reserve System.


 



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9.5           Management;
Ownership of Assets; Licenses; Patents; Government Contracts. Borrower employs and shall continue to employ active, full-time,
professional management adequate to handle its affairs, and Borrower has, and will continue to have, adequate employees, assets,
governmental approvals, licenses, permits, patents, copyrights, trademarks and trade names to continue to conduct its business
as heretofore and hereafter conducted by it, and all of Borrower’s patents, copyrights, trademarks and trade names and all
licenses of any patents, trademarks, and copyrights to Borrower existing as of the Closing Date are described in Schedule 9.5.
Each Government Contract with respect to which products or services remains to be performed by Borrower, or with respect to which
money is due to, or to be invoiced by or on behalf of Borrower thereunder, is described in Schedule 9.5. Borrower is permitted
under the terms of each Government Contract to submit invoices not less frequently that once per month. Borrower (i) is currently
satisfactorily performing all of its requirements under the Government Contracts and has no basis to believe that its performance
under the Government Contracts is unsatisfactory or not otherwise fully compliant with the stated requirements of each Government
Contract, (ii) is currently not in breach of any of its contractual obligations under each Government Contract and has no reason
to believe otherwise, is not, nor is any Affiliate of Borrower, currently suspended or debarred from doing business with any Governmental
Authority, (iii) is not, nor is any Affiliate of Borrower, currently under investigation by a Governmental Authority, contracting
agency, or Office of Inspector General, and (iv) is not, nor is any Affiliate of Borrower, currently subject to the terms and conditions
of an administrative settlement agreement. Each Government Contract was awarded based solely on the merits and was not the product
of procurement fraud, artifice, collusion, bid rigging, kick-back, illegal gratuity, or other violation of applicable laws. The
code of conduct or statement of ethical standards included as an attachment to Schedule 9.5 is in effect and is currently
applicable to all officers, directors, owners, managers and employees of Borrower. Borrower’s accounting system has been
reviewed and approved by the government audit agency tasked with conducting such reviews. Borrower
has developed and implemented a small business subcontracting plan in accordance with the terms and conditions of those contracts
that require such, and that it is fully compliant with those contract requirements, and covenants that it shall remain in full
compliance with its small business subcontracting plan as applicable to each contract requiring such.


 


9.6           Indebtedness.
Except for (i) Indebtedness disclosed in the Financials delivered on or before the Closing Date, (ii) the Obligations, (iii) Indebtedness
(a) which is unsecured, (b) which is not for borrowed money, (c) which has been incurred in the ordinary course of Borrower’s
business, (d) which is not otherwise prohibited under any provision of this Agreement, and (e) the nonpayment of or other default
under which would not have a Material Adverse Effect, and (iv) other Indebtedness permitted to be incurred or paid by Borrower
pursuant to Section 10.10, Borrower has no Indebtedness. Except as otherwise set forth or reflected in the Financials, Borrower
has not guaranteed the obligations of any Person (except by indorsement of negotiable instruments payable at sight for deposit
or collection or similar banking transactions in the usual course of Borrower’s business).


 


9.7           Title
to Property; No Liens. Borrower has (i) good and indefeasible title to, and ownership of, all of its personal property, including
the Collateral and (ii) good and marketable fee simple title to all of its real property, in each case free and clear of all Liens
except to the extent of Permitted Liens.


 



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9.8           Restrictions;
Labor Disputes; Labor Contracts. Except as described in Schedule 9.8, Borrower is not a party or subject to, any charge,
corporate restriction, judgment, decree or order, for which Borrower’s compliance or non-compliance could have a Material
Adverse Effect. Except as described on Schedule 9.8, Borrower is not (i) a party to any written employment contract or labor
contract or (ii) the subject of any labor dispute. No collective bargaining agreement or other labor contract identified on Schedule
9.8 is scheduled to expire during the term of this Agreement except as described on Schedule 9.8. No union or other
labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of Borrower or any
of its Subsidiaries or for any similar purpose. To Borrower’s knowledge, after due inquiry, no key employee of Borrower is
subject to any agreement in favor of anyone other than Borrower which restricts or limits that individual’s right to engage
in the type of business activity conducted by Borrower in any manner which could materially impair the ability of such individual
to carry out his or her duties with Borrower or to use any property or confidential information or which grants to any Person,
other than Borrower, any rights to inventions or other ideas susceptible to legal protection developed or conceived by any such
key employee of Borrower. Each of the Employment Agreements and the Non-Competition Agreements is in the form attached to the Merger
Agreement.


 


9.9           No
Violation of Law. Except as described on Schedule 9.9, Borrower is not in violation of any applicable statute, regulation
or ordinance of any Governmental Authority (including any such statute, regulation or ordinance relating to ecology, human health
or the environment), which violation could have a Material Adverse Effect. All Inventory manufactured and produced by Borrower
has been manufactured and produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards
Act, as amended, and all regulations and orders of the United States Department of Labor.


 


9.10         Hazardous
Substances. Except as described on Schedule 9.10, (i) no investigations, inquiries, orders, hearings, actions or other
proceedings by or before any Governmental Authority are pending or, to the knowledge of Borrower, threatened in connection with
any Environmental Activity or alleged Environmental Activity; (ii) no Hazardous Substances have been integrated into any of Borrower’s
property, or any component thereof in such manner or quantity as may reasonably be expected to or in fact does (a) violate any
applicable Environmental Law or (b) materially and adversely affect the value of any Borrower’s Facility; (iii) the Use of
Borrower’s property does not result in any Environmental Activity in violation of any applicable Environmental Requirements;
(iv) to Borrower’s knowledge, no occurrence or condition on any real property adjoining or in the vicinity of any Borrower’s
Facility exists which could cause Borrower’s Facility to be subject to any restrictions on ownership, occupancy, transferability
or operation under any Environmental Requirements; (v) to Borrower’s knowledge, none of Borrower’s Facilities prior
to when Borrower has owned or leased them has been used for the disposal of Hazardous Substances or was the site of any Release
of Hazardous Substances in violation of any Environmental Laws; (vi) none of Borrower’s business operations have contaminated
the lands, waters or other property of others with Hazardous Substances; (vii) no underground or above ground storage tank (regardless
of contents) has been in the past, or is now, located on, at or beneath any Borrower’s Facility; and (viii) none of Borrower’s
Facilities since Borrower has owned or leased them has been used by Borrower for the production, treatment, storage, generation,
disposal or Release of any Hazardous Substance other than in accordance with applicable Environmental Laws.


 



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9.11         Absence
of Default. Borrower is not in default under any Applicable Agreement and has not received any notice of breach, termination
or acceleration or demand for adequate assurances under any Applicable Agreement. Without limiting the generality of the foregoing,
Borrower is not presently and has not within the past twenty four months been in default under the terms of any payment bond or
performance bond.


 


9.12         Accuracy
of Financials; No Material Changes. The Financials (i) have been prepared in accordance with GAAP consistently applied and
are true, correct and complete in all material respects and (ii) fairly present Borrower’s assets, liabilities and financial
condition and results of operations and those of such other Persons described therein as of the date thereof (subject to normal
year-end adjustments and the lack of footnotes in the case of monthly or pro forma Financials). There are no omissions from
the Financials or other facts or circumstances not reflected in the Financials which are or may be material, and there has been
no material and adverse change in Borrower’s assets, liabilities or financial condition since the date of the Financials
nor has there been any material damage to or loss of any of Borrower’s assets or properties since such date. Borrower’s
outstanding advances to any Person do not constitute any equity or long term investment in any Person which is not reflected in
the Financials. Borrower’s fiscal year is from January 1 to December 31.


 


9.13         Pension
Plans. Except as described on Schedule 9.13, neither Borrower nor any Controlled Group member has ever sponsored, maintained,
or contributed (or become obligated to sponsor, maintain, or contribute) to a Pension Plan subject to Title IV of ERISA. Neither
Borrower nor any Controlled Group member has ever sponsored, maintained, or contributed (or become obligated to sponsor, maintain,
or contribute) to any “multiemployer plan” (as defined in ERISA). No “prohibited transaction,” or “reportable
event”, as those terms are defined by ERISA, has occurred or is continuing as to any Pension Plan of Borrower or any Controlled
Group member, which poses a threat of the imposition of taxes or penalties against such Pension Plans (or trusts related thereto),
Borrower or any Controlled Group member, the imposition or payment of which could have a Material Adverse Effect. Each Pension
Plan that is intended to meet the requirements of qualified pension benefit plans under Sections 401(a) and 501(a) of the Internal
Revenue Code has received a current favorable determination letter to that effect under the Internal Revenue Code, and neither
Borrower nor, to Borrower’s knowledge (after making due inquiries), any Controlled Group member has violated such requirements
with respect to any Pension Plan.


 


9.14         Taxes
and Other Charges. Borrower has filed all federal, state and local tax returns and other reports which it is required by law
to file. All of such tax returns and reports accurately and properly reflect the taxes due for the periods covered thereby. Borrower
has paid all taxes, assessments and other similar charges that are due and payable except for any such taxes, assessments or charges
which are being contested in good faith in accordance with the terms of Section 10.9. Borrower has withheld all employee
and similar taxes which it is required by law to withhold and has maintained adequate reserves for the payment of all taxes and
similar charges. No tax Liens have been filed with respect to Borrower and, to the best knowledge of Borrower (after due inquiry),
no claims are being asserted with respect to any such taxes, assessments or charges (and no basis exists for any such claims).
There are not in effect any waivers of applicable statutes of limitations for federal, foreign, state or local taxes for any period.
Borrower is not a party to any tax-sharing agreement or arrangement.


 



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9.15         No
Litigation. Except as described on Schedule 9.15, there is not, as of the Closing Date, any litigation, action or proceeding
pending or, to Borrower’s knowledge (after due inquiry), threatened, against Borrower.


 


9.16         No
Brokerage Fee. No brokerage, finder’s or similar fee or commission is due to any Person by reason of Borrower entering
into this Agreement or by reason of any of the transactions contemplated hereby, and Borrower shall indemnify and hold Bank harmless
from all such fees and commissions.


 


9.17         Affiliates.
All Persons who are Borrower’s Affiliates are identified in Schedule 9.17. Except as set forth in Schedule 9.17,
Borrower has no Subsidiaries. Except pursuant to written agreements for Permitted Joint Ventures that have been delivered to Bank,
or as set forth on Schedule 9.17, no Affiliate of Borrower (i) sells or leases any goods or real property to Borrower, (ii)
sells any services to Borrower, (iii) purchases or leases any goods or real property, or purchases any services from, Borrower,
or (iv) is a party to any contract or commitment with Borrower.


 


9.18         Capitalization;
Warrants. Schedule 9.18 sets forth the number of shares of Capital Stock of Borrower which are authorized and the number
of such shares which are outstanding. Each outstanding share of Capital Stock is a common share and is duly authorized, validly
issued, fully paid and nonassessable. Set forth in Schedule 9.18 is a complete and accurate list of all Persons who are
record and beneficial owners of the Capital Stock of Borrower. All warrants, subscriptions, options, instruments, rights and agreements
under which any shares of Capital Stock of Borrower are or may be redeemed, retired, converted, encumbered, bought, sold or issued
are described in Schedule 9.18. The Shareholders Agreement is in the same form attached to the Merger Agreement.


 


9.19         Noncompetition
Agreements. Except as set forth in Schedule 9.19, Borrower is not subject to any contract or agreement containing a
covenant not to compete in any line of business with any Person.


 


9.20         Deposit
and Other Accounts. All of the accounts maintained by Borrower with any bank, brokerage house or other financial institution
are set forth in Schedule 9.20, and none of such other accounts (other than accounts designated as “Payroll Accounts”
or “Disbursement Accounts”) is subject to withdrawal other than by transfers of amounts therein to the Locked Box or
the Special Account.


 


9.21         Solvency.
Borrower and each of its Affiliates (exclusive of Borrower’s officers, stockholders and directors), as the case may be, will
be Solvent after (i) receipt and application of the Loans in accordance with the terms of this Agreement, (ii) the execution and
delivery of this Agreement and the other Loan Documents to which any of them is a party, (iii) the filing of any financing statements
or other perfecting notices or actions in connection with this Agreement, and (iv) the Merger (including payment of the Merger
Consideration).


 



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9.22         Full
Disclosure. No representation or warranty made by Borrower or any of its Affiliates, as the case may be, in this Agreement,
any other Loan Document to which it is a party, or in any other document furnished from time to time in connection herewith or
therewith contains or will contain at the time such representation is made or such document furnished, any untrue statement of
a material fact or omits or will omit to state any material fact necessary to make the statements herein or therein not misleading.


 


9.23         Casualties.
Neither the business nor the properties of Borrower are affected by any fire, explosion, accident, drought, storm, hail, earthquake,
embargo, act of God or of the public enemy or other casualty loss (whether or not covered by insurance) which may have a Material
Adverse Effect.


 


9.24         Leases.
Except as listed on Schedule 9.24, Borrower is not a party to any lease, assignment, sublease, or other agreement relating
to any real property or leasehold interest in real property, or any material equipment or other material personal property. Schedule
9.24 correctly sets forth each lease, assignment, sublease and other agreement, existing as of the Closing Date, to which Borrower
is a party relating to (i) any real property or leasehold interest in real property or (ii) any material equipment or other material
personal property. The Carillon Lease is in the same form attached to the Merger Agreement.


 


9.25         Insurance
Policies. Schedule 9.25 correctly sets forth all of the insurance policies maintained by Borrower, including the carriers
thereof, and the types of coverage and insured amounts covered thereby. Schedule 9.25 correctly sets forth all sureties
and bonding companies who presently have or hold payment and performance bonds in support of any contract where Borrower is a party.


 


9.26         Consents;
Merger. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any
other Person is required for the due execution, delivery and performance by Borrower of any Loan Document to which it is or will
be a party. As of the Effective Time of the Merger:


 


(i)          Borrower
and Merger Co. each will have adequate power and authority and has full legal right to enter into each of the Merger Documents
to which it is a party, and to perform, observe and comply with its agreements and obligations under each of the Merger Documents.
The Merger Documents are valid and binding obligations of Borrower and Merger Co. enforceable according to their respective terms,
except as limited by equitable principles and by bankruptcy, insolvency or similar laws affecting the rights of creditors generally.


 



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(ii)         The
execution and delivery by Borrower and Merger Co. of the Merger Documents to which each is a party, the performance by Borrower
and Merger Co. of their respective agreements and obligations under the Merger Documents to which it is a party, and the consummation
of the Merger pursuant to the Merger Agreement will have been duly authorized by all necessary corporate action on the part of
Borrower and Merger Co. and do not and will not: (a) contravene any provision of Borrower’s or Merger Co.’s Articles
of Incorporation, Code of Regulations or shareholder agreement; (b) conflict with, or result in a breach of the terms, conditions
or provisions of, or constitute a default under, or result in the creation of any Lien (other than a Permitted Lien) upon any of
the property of Borrower under, any Applicable Agreement; (c) violate or contravene any provision of any law, rule or regulation
or any order or ruling thereunder or any decree, order or judgment of any governmental authority which would reasonably be expected
to have a Material Adverse Effect; (d) require any waivers, consents or approvals by any of the creditors or trustees for creditors
of Borrower or any other Person except those waivers, consents, or approvals which are obtained as of the Closing Date or which
are not required to consummate the Merger; or (e) require any Person to make any filing under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, or the rules of the Federal Trade Commission thereunder.


 


(iii)        There
are no proceedings pending or, to the knowledge of Borrower, threatened, against Borrower or any shareholder of Borrower which
call into question the validity or enforceability of any of the Merger Documents.


 


(iv)        Pursuant
to the Merger Documents: (a) Argentum will become the owner, free and clear of any Liens (except any Permitted Liens) of not less
than 60% of the voting Capital Stock of Borrower and (b) Merger Corp. will merge into, and be survived by, EQM. All consents and
approvals of, and filings and permits with, and all other actions in respect of, all Governmental Authorities required in order
to consummate the Merger in accordance with the terms and conditions of the Merger Documents and all applicable laws have been,
or prior to the time required, will have been, obtained, given, filed, taken or waived, and are in full force and effect. All applicable
waiting periods with respect thereto have, or prior to the time when required, will have, expired without, in all such cases, any
action being taken by any competent authority which restrains, prevents or imposes material adverse conditions upon the consummation
of the Merger.


 


(v)         Upon
the Effective Time of the Merger, the Merger will have been duly and validly consummated, without modification, amendment or waiver,
in accordance with the terms, conditions and provisions of the Merger Agreement, and will be effective in accordance with the provisions
of applicable law.


 


9.27         Tax
Shelter Regulations. Borrower does not intend to treat the Loans and/or Letters of Credit and related transactions as being
a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If Borrower determines to
take any action inconsistent with such intention, it will promptly notify Bank thereof and deliver to Bank a duly completed IRS
Form 8886 or any successor form. If Borrower so notifies Bank, Borrower acknowledges that (i) Bank may treat the Loans and/or Letters
of Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and Bank, will maintain the lists
and other records required by such Treasury Regulation and (ii) Bank may disclose without limitation of any kind, any information
with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation
Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses)
that are provided to Bank relating to such tax treatment and tax structure.


 



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9.28         Specifically
Designated National and Blocked Persons. No Borrower nor any of its Affiliates is
a country, individual, or entity named on the Specifically Designated National and Blocked Persons (SDN) list issued by the Office
of Foreign Asset Control of the Department of the Treasury of the United States.


 


9.29         Updating
Representations and Warranties. To the extent necessary to cause the representations and warranties set forth in Section
9 to remain true, complete and accurate as of the date hereof and as of each day on which a Loan is made hereunder, Borrower
shall update in writing any Schedules provided for in Section 9 promptly upon learning of any circumstance which may have
the effect of making any such representation or warranty contained in Section 9 untrue or misleading. The requirement of
Borrower to update any Schedule provided for herein is not, and may not be construed to be, a cure of any Event of Default occurring
prior to any such update or existing at the time of any such update without the written waiver of such Event of Default by Bank.


 


10.         COVENANTS.
Until the Obligations are fully paid, performed and satisfied and this Agreement is terminated, Borrower will observe, perform,
and comply with each of the covenants set forth below in this Section 10.


 


10.1         Payment
of Certain Expenses. Borrower will pay to Bank immediately on Bank’s demand any and all fees, costs and expenses which
Bank pays to a bank or other similar institution arising out of or in connection with (i) the forwarding to Borrower, or any other
Person on Borrower’s behalf, by Bank of proceeds of Loans made by Bank to Borrower pursuant to this Agreement, and (ii) the
depositing for collection by Bank of any check or item of payment received or delivered to Bank on account of the Obligations.
Borrower will reimburse Bank, immediately, for any claims asserted by any bank at which a blocked account is established for the
deposit of proceeds of the Loan Collateral in connection with such blocked account or any returned or uncollected checks received
by such bank as proceeds of the Loan Collateral.


 


10.2         Notice
of Litigation. Borrower will notify Bank in writing, promptly on Borrower’s learning thereof, of any litigation, suit
or administrative proceeding which may have a Material Adverse Effect, whether or not the claim is considered by Borrower to be
covered by insurance.


 


10.3         Notice
of ERISA Events. Borrower will notify Bank in writing (i) at least 10 days prior to the adoption by Borrower or any Controlled
Group member of any Pension Plan subject to Title IV of ERISA; (ii) promptly on the occurrence of any Reportable Event, and (iii)
90 days prior to any termination, partial termination or merger of a Pension Plan or a transfer of a Pension Plan’s assets.




 


10.4         Notice
of Labor Disputes. Borrower will notify Bank in writing (i), promptly upon Borrower’s learning thereof, of (a) any labor
dispute to which Borrower may become a party and which may have a Material Adverse Effect or (b) any strikes, walkouts, or lockouts
relating to any of its plants or other facilities, and (ii) the entering into of any labor contract relating to any of its plants
or other facilities.


 






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10.5         Compliance
with Laws. Borrower will comply with the requirements of all applicable laws, statutes, regulations, rules or ordinances of
any Governmental Authority, the noncompliance with which could have a Material Adverse Effect.


 


10.6         Notice
of Violations of Law, Tax Assessments. Borrower will notify Bank in writing, promptly upon Borrower’s learning thereof,
of any violation of any law, statute, regulation, rule or ordinance of any Governmental Authority, and of the imposition of any
federal, state or local tax withholding or assessment, applicable to Borrower, the violation or imposition of which would have
a Material Adverse Effect. Borrower will (i) provide Bank with copies of all communications between Borrower and any Governmental
Authorities which relate to Environmental Activities, Environmental Requirements, or Hazardous Substances affecting Borrower; and
(ii) notify Bank immediately after obtaining knowledge of the Release or alleged Release in a reportable quantity (as defined under
applicable Environmental Law) of any Hazardous Substances on, in, under or affecting Borrower’s property or any surrounding
area, and any noncompliance with any Environmental Requirement.


 


10.7         Notice
of Violations of Certain Agreements. Borrower will notify Bank in writing, within three Business Days after the earlier of
Borrower having actual knowledge, or being notified of the occurrence, of any material breach by Borrower of, a notice of termination
or acceleration, or any demand for adequate assurances under, any Applicable Agreement.


 


10.8         Notice
of Customer Defaults. Borrower will notify Bank in writing, promptly upon Borrower’s actual knowledge thereof, of any
default by any obligor under any material note or other evidence of debt payable to Borrower or of anything which might have a
material adverse effect on the ability of any obligor of Borrower to pay any Indebtedness owing to Borrower.


 


10.9         Taxes
and Charges. Borrower will (i) file all federal, state and local tax returns and other reports which it is required by law
to file, (ii) pay all taxes, assessments and other similar charges that are due and payable, (iii) withhold all employee and similar
taxes which it is required by law to withhold, and (iv) maintain adequate reserves for the payment of all taxes and similar charges;
provided, however, that no such taxes, assessments or charges need be paid during such period as they are being contested
in good faith by Borrower, in appropriate proceedings promptly commenced and diligently prosecuted, if adequate reserves in accordance
with GAAP have been set aside on Borrower’s books, and the continuance of any such contest does not (a) result in any part
of the Loan Collateral or any other property of Borrower being made the subject of (1) any proceeding in foreclosure, (2) any levy
or execution (which shall not have been stayed or dismissed), or (3) any seizure or other loss and (b) prevent Bank from having
a perfected first priority security interest in, or as applicable, mortgage Lien on, the Loan Collateral or with respect to future
advances made hereunder; and provided, further, that Borrower will promptly pay such tax, assessment or charge when the
dispute is finally settled.


 


10.10         Indebtedness;
Guaranties. (i) Other than the Obligations, Borrower will not incur any Indebtedness other than:


 






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(a)          Indebtedness
reflected in the Financials delivered on or before the Closing Date so long as such Indebtedness is not secured by any of the Loan
Collateral;


 


(b)          Indebtedness
(1) which is unsecured, (2) which is not for borrowed money, or the issuance of any letter of credit, acceptance transaction, or
similar credit instrument or facility, (3) which is incurred in the ordinary course of Borrower’s business, (4) which is
not otherwise prohibited under any provision of this Agreement, and (5) for which the incurrence of which would not have a Material
Adverse Effect;


 


(c)          Indebtedness
in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to
be made in accordance with the provisions of Section 10.9;


 


(d)          Indebtedness
in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the entry thereof or
have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which
(A) Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and (B) a stay of execution shall
have been obtained pending such appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 (and
individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good
faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount
thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage);


 


(e)          Indebtedness
under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other
than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover
any property of Borrower other than the property so acquired and any identifiable proceeds therefrom, (3) the principal amount
of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the
property so acquired; and (4) the total amount of such Indebtedness during any period does not exceed $300,000 in any fiscal year;
and


 


(f)          Indebtedness
representing reimbursement obligations and other liabilities of Borrower with respect to surety bonds (whether payment, performance
or otherwise), letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Borrower’s
account in the ordinary course of Borrower’s business;


 


provided, that no Indebtedness otherwise
permitted under this Section 10.10 to be incurred shall be permitted to be incurred if, after giving effect to the incurrence
thereof, any Event of Default shall have occurred and be continuing.


 


(ii)         Borrower
will not guaranty or enter into any agreements of guaranty or indemnity of the obligations of any Person (except those guaranties
which are in favor of Bank and by indorsement of negotiable instruments payable at sight for deposit or collection or similar banking
transactions in the usual course of Borrower’s business.


 



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10.11         Restrictions;
Labor Disputes. Borrower will not become a party or subject to any charge, corporate restriction, judgment, decree or order
or any labor dispute or enter into any contract, agreement or arrangement which, in any case, could reasonably be expected to have
a Material Adverse Effect.


 


10.12         Pension
Plans. Borrower will not, and will not allow any Controlled Group member to, permit any Reportable Event or “prohibited
transaction” (as defined by ERISA) for which no statutory or class exemption exists under Sections 407 or 408 of ERISA or
Sections 4975(c)(2) or 4975(d) of the Internal Revenue Code to occur or to continue as to any Pension Plan of Borrower or any Controlled
Group member, which poses a threat of (i) termination of such Pension Plans (or trusts related thereto), which termination could
have a Material Adverse Effect or (ii) the imposition of taxes or penalties against such Pension Plans (or trusts related thereto),
Borrower, or any Controlled Group member, the imposition or payment of which could have a Material Adverse Effect. With respect
to each Pension Plan that is intended to meet the requirements of qualified pension benefit plans under Sections 401(a) and 501(a)
of the Internal Revenue Code, Borrower and the applicable Controlled Group members shall continue to maintain the qualified status
of such Pension Plans, and all contributions to Pension Plans which Borrower or any member of the Controlled Group is obligated
to make shall be timely made when due, unless the failure to do so would not have a Material Adverse Effect. Borrower may not,
and Borrower will not permit any Controlled Group member to, incur any liability to the Pension Benefit Guaranty Corporation, the
incurrence of which could reasonably be expected to have a Material Adverse Effect.


 


10.13         Solvency.
Borrower will continue to be, and will cause its Affiliates (other than Borrower’s officers, stockholders or directors) to
continue to be, Solvent.


 


10.14         Property
Insurance. Borrower will insure all of its real and personal property, including the Loan Collateral, against loss or damage
by fire, theft, burglary, pilferage, loss in transit and such other extended coverage hazards as Bank shall specify in amounts
and under policies by insurers reasonably acceptable to Bank. The policies or a certificate thereof signed by the insurer evidencing
that such insurance coverage is in effect for periods of not less than one year (as measured from the date of renewal) shall be
delivered to Bank within five Business Days after the issuance of the policies to Borrower and after each renewal thereof. All
premiums thereon shall be paid by Borrower when due so as to keep such insurance in full force and effect at all times. Each such
policy shall name Bank (and no other party) as loss payee and, as appropriate, mortgagee under a New York standard mortgagee clause
or other similar clause acceptable to Bank and shall provide that such policy may not be amended or canceled without 30 days prior
written notice to Bank. If Borrower fails to do so, Bank may (but shall not be required to) procure such insurance and charge the
cost to Borrower’s loan account as part of the Obligations payable on demand and secured by the Loan Collateral.


 


10.15         Liability
Insurance. Borrower will, at all times, maintain in full force and effect such liability insurance with respect to its activities
and business interruption, product liability and other insurance as may be reasonably required by Bank, such insurance to be provided
by insurer(s) reasonably acceptable to Bank. Such insurance shall name Bank as an additional insured containing a severability
of interest/cross-liability endorsement acceptable to Bank.


 



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10.16         Mergers;
Acquisitions. Other than pursuant to the Merger in accordance with the Merger Documents, Borrower will not merge or consolidate
or be merged or consolidated with or into any other Person, or otherwise reorganize, liquidate or wind-up or dissolve itself. Other
than the Permitted Joint Ventures, Borrower will not (i) purchase or otherwise acquire (a) all or substantially all of the assets
of any Person or the assets comprising any line of business or business unit or division or (b) any partnership, joint venture
or limited liability company interest in or with any Person or (ii) purchase the securities of, create, invest in, or form any
Person (including a Subsidiary). Borrower will not seek, agree to or permit, directly or indirectly, the amendment, waiver or other
change to any material term of or applicable to any of the Merger Documents.


 


10.17         Investments.
Borrower will not, and will not permit any Subsidiary to, invest in any Person, whether payment therefor is made in cash or Capital
Stock of Borrower or any Subsidiary, and whether such investment is by acquisition of Capital Stock or Indebtedness, or by loan,
advance, transfer of property out of the ordinary course of Borrower’s business, capital contribution, equity or other profit
sharing interest, extension of credit on terms other than those normal in the ordinary course of Borrower’s business or otherwise,
or deposit with a financial institution except the following and after compliance with the applicable terms of the Security Agreement
(a “Permitted Investment”): (i) any evidence of indebtedness issued or directly and fully guaranteed or insured
by the United States of or any agency or instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) in each case maturing not more than three months from the date of acquisition thereof; (ii)
certificates of deposit or acceptances of any financial institution that is a member of the Federal Reserve System having combined
capital and surplus and undivided profits of not less than $500,000,000 in each case maturing not more than three months from the
date of acquisition thereof; (iii) commercial paper issued by a corporation that is not an Affiliate of Borrower and is organized
under the laws of any state of the United States or the District of Columbia and rated at least A-1 by Standard & Poor’s
Rating Services or at least P-1 by Moody’s Investors Services in each case maturing not more than three months from the date
of acquisition thereof, and (iv) the Permitted Joint Venture Investments; provided that no Permitted Investments under clauses
(i), (ii), or (iii) of this Section 10.17 otherwise permitted under this Section 10.17 may be made if (a) any Event
of Default has occurred and is continuing or is created thereby or (b), after making the Permitted Investment, any Revolving Loans
are then outstanding.


 


10.18         Distributions;
Loans; Fees. Borrower will not (i) declare or pay cash or stock distributions (including any return of capital) or dividends
upon any of Borrower’s Capital Stock (including any Preferred Stock), (ii) make any distributions of Borrower’s assets,
(iii) incur, permit, or make any loans, advances or extensions of credit to any Person, including any of Borrower’s Affiliates,
officers, employees, or directors, or (iv) pay any consulting, management or directors’ fees to or for the account of any
stockholder, director, officer, or other Affiliate of Borrower, except that:


 



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(a)          Borrower
may make advances to its officers and employees with respect to expenses incurred by those officers and employees which (1) expenses
are (A) ordinary and necessary business expenses and (B) reimbursable by Borrower and (2) do not exceed in the aggregate, $25,000,
outstanding at any one time;


 


(b)          Borrower
may pay the Merger Consideration;


 


(c)          dividends
may accrue on the Preferred Shares pursuant to the terms of Borrower’s Articles of Incorporation as in effect on the date
of this Agreement so long as no cash payments with respect to such dividends are made; and


 


(d)          Borrower
may make Permitted Intercompany Advances and Permitted Joint Venture Advances.


 


10.19         Redemption
of Stock. Borrower will not voluntarily or pursuant to any contractual or other obligations, redeem, retire, purchase, repurchase
or otherwise acquire, directly or indirectly, or exercise any call rights relating to, any of Borrower’s Capital Stock or
any other securities now or hereafter issued by Borrower (including any warrants or options for any Capital Stock of Borrower).


 


10.20         Stock
Rights. Borrower will not (i) change the rights or obligations associated with, or the terms of, any class of Capital Stock
now issued by Borrower, (ii) issue any new class of Capital Stock of Borrower or (iii) make any material amendments to its Articles
or Incorporation or the Shareholders Agreement.


 


10.21         Capital
Structure; Fiscal Year. Borrower will not make any change in (i) Borrower’s capital structure or (ii) any of Borrower’s
business objectives, purposes and operations which might in any way have a Material Adverse Effect. Borrower will not change Borrower’s
fiscal year.


 


10.22         
Affiliate Transactions. Borrower will not enter into, or be a party to, any transaction with any of Borrower’s Affiliates,
except that Borrower may (i) enter into the Merger Agreement, the Shareholders Agreement, the Stock Restriction Agreements, each
Employment Agreement, each Non-Competition Agreement and the Warrants, and (ii) (a) enter into transactions in the ordinary course
of Borrower’s business pursuant to the reasonable requirements of Borrower’s business and (b) upon fair and reasonable
terms which are fully disclosed to Bank and are no less favorable to Borrower than Borrower could obtain in a comparable arm’s
length transaction with a Person who is not Borrower’s Affiliate; however, other than Permitted Intercompany Advances
and Permitted Joint Venture Advances, Borrower may not (1) extend credit to, or have amounts owing from, its Affiliates or (2)
pay in whole or in part any Indebtedness of Borrower to any Affiliate.


 


10.23         Operating
Account. At all times until the Obligations are fully paid and satisfied, Borrower will maintain its primary operating account
with Bank.


 



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10.24         Sale
of Assets. Borrower will not sell, lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation,
dissolution, or otherwise (including by a sale-leaseback transaction), any of its assets, including the Loan Collateral except:
(i) the sale of Inventory in the ordinary course of Borrower’s business; however, a sale in the ordinary course of
Borrower’s business will not include a transfer in total or partial satisfaction of Indebtedness, and (ii) the sale of any
item of Equipment for cash in an arm’s-length transaction having a fair market value of less than $25,000 provided that
in any 12 month period the total amount of Equipment sold by Borrower may not exceed an aggregate fair market value equal to $50,000.
All of the proceeds from any disposition of any Equipment will be delivered to Bank to be applied by Bank to the permanent repayment
of the Obligations in any order that Bank may elect in its discretion exercised in good faith.


 


10.25         Intervention
by Governmental Authority. Borrower will not permit to occur any seizure by, or the vesting of or intervention by or under
the jurisdiction of, any Governmental Authority by which Borrower’s management is displaced or its authority in the conduct
of its business is materially curtailed.


 


10.26         Levy
Against Loan Collateral. Borrower will not permit (i) any attachment or distraint of any of the Loan Collateral to occur or
(ii) any of the Loan Collateral to become subject, at any time, to any mandatory court order or other legal process.


 


10.27         Judgments.
Borrower will not permit any judgment or award to be rendered against it (i) (a) in excess of $50,000 (or any number of judgments
or awards in excess of $100,000 in the aggregate) of any available insurance coverage, as determined by Bank in its discretion
exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability
for the full amount thereof or (b) which has a Material Adverse Effect (regardless of monetary amount or insurance coverage), and
(ii) which have not been vacated, discharged or stayed within 10 days of the entry thereof.


 


10.28         Financial
Covenants. Borrower will observe, perform and comply with all of the financial covenants contained in Exhibit F (the
“Financial Covenants”).


 



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10.29         Government
Contracts. In addition to the other provisions in this Agreement with respect to Applicable Agreements generally and Government
Contracts specifically, with respect to each Government Contract, Borrower shall (i) deliver to Bank a true and correct copy thereof,
(ii) promptly notify Bank of any material amendments thereof, (iii) cause moneys due or to become due to be assignable, (iv) comply
with each agency specific guidance, rules and regulations that supplement the Federal Acquisition Regulations in respect to assignment
of claims, including (a) with respect to the contracts with the Department of Defense: (1)
identifying Bank by name and complete address and (2) acknowledging the validity of the assignment and the right of the named
assignee to receive payment in the amount invoiced and vouchered on each invoice or voucher submitted for payment on an assigned
Government Contract; (b) with respect to cost-reimbursement contracts with the Environmental Protection Agency, submitting EPA
Form 1900-5 (Contractor’s Assignment of Refunds, Rebates and Credits) and EPA Form 1900-6 (Contractor's Release), as each
is required in accordance with 48 C.F.R. 1532.805-70 prior to final payment on an assigned Government Contract; and (c)
with respect to contracts with the General Services Administration, (1) promptly notifying Bank of any delivery orders or task
orders arising pursuant to such Government Contract and delivering to Bank a true and correct copy thereof and (2) using Borrower’s
best efforts to include, in its response to any request for proposals received from a Governmental Authority on such Government
Contract, notice of Borrower’s intent to assign such delivery order or task order, if awarded, to Bank.
With respect to each Government Contract with the United States in existence as of the Closing Date (other than the Specific
Contracts, Borrower will do all that is necessary, and use commercially reasonable efforts to cause the United States to do all
that is necessary, to comply with the Federal Assignment of Claims Act and cause the assignment to Bank of Borrower’s interests
in the Receivables arising from each such Government Contract to be completed on or before December 31, 2006. With respect to
the Specific Contracts and each Government Contract arising, or renewed, after the Closing Date, Borrower will do all that is
necessary, and use commercially reasonable efforts to cause the applicable Governmental Authority to do all that is necessary,
to comply with the Federal Assignment of Claims Act and State Assignment of Claims Laws, as applicable, and cause the assignment
to Bank of Borrower’s interests in the Receivables arising from each such Government Contract to be completed on or before
the date that is 45 days from the date such Government Contract was entered into or renewed. With respect to each Government Contract
with the United States entered into, or renewed, after the Closing Date, to the extent that such Government Contract does not
contain FAR 52.232-23 (Alternate 1), which expressly provides for no set-off against assigned payments, Borrower shall formally
request inclusion of such provision in each such Government Contract and use its commercially reasonable efforts to cause each
such Government Contract to contain FAR 52.232-23 (Alternate 1).


 


11.         EFFECTIVE
DATE; TERMINATION.


 


11.1         Effective
Date and Termination Date. This Agreement, after it is executed by Borrower, shall be effective upon the date upon which it
is signed by Bank. Unless this Agreement is terminated earlier under Sections 11.3 or 11.4 or renewed as provided
in Section 11.2, this Agreement shall terminate on October 31, 2011.




 


11.2         Renewal
by Bank. Unless Borrower has delivered to Bank a Termination Notice (as defined in Section 11.3), this Agreement may
be extended by Bank, in its sole discretion, beyond October 31, 2011 for successive one year periods by giving Borrower written
notice of its election to so extend this Agreement not less than 30 days before October 31, 2011. If Borrower has not received
the notice from Bank as set forth in the immediately preceding sentence, this Agreement shall terminate on October 31, 2011 or,
if this Agreement has been previously extended, on October 31 of the applicable calendar year.


 


11.3         Voluntary
Termination by Borrower. Borrower may terminate this Agreement (i) by giving Bank written notice (“Termination Notice”)
of the date on which this Agreement is to terminate (“Voluntary Termination Date”) at least 90 days before the
Voluntary Termination Date, and (ii) by paying on any such Voluntary Termination Date (a) all of the Obligations, (b) any amount
due under Section 3.1(i)(d), and (c) as compensation to Bank for loss of bargain with respect to the credit advanced hereunder,
and not as a penalty, a termination fee in amounts as set forth below:


 



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	Voluntary Termination Date	 	Termination Fee
	 	 	 
	On or before October 31, 2007	 	$600,000.00;
	 	 	 
	After October 31, 2007 but on or before	 	 
	October 31, 2008	 	$400,000.00;
	 	 	 
	After October 31, 2008 but on or before	 	 
	October 31, 2009	 	$200,000.00;




 


provided, however, that no termination
fee shall be due: (1) if the Voluntary Termination Date is (A) on October 31, 2009 and (B) a Termination Notice is received by
Bank at least 90 days before October 31, 2009, (2) if the termination is made in accordance with, and subject to the conditions
imposed by, Section 3.2 or (iii) after October 31, 2009.


 


11.4         Acceleration
Upon Termination. Upon the effective date of termination under Section 11.1, 11.2, 11.3, or Section
13.1 (the “Facility Termination Date”), (i) all Loans and all other Obligations will automatically and immediately
become due and payable, and (ii) Bank’s obligations under this Agreement and the other Loan Documents arising on and after
that effective date of termination will automatically terminate immediately, without notice or demand, which Borrower hereby expressly
waives.


 


11.5         Borrower
Remains Liable. Notwithstanding any termination of this Agreement, until all of the Obligations have been fully performed,
paid and satisfied, Borrower shall remain liable for the full and prompt performance and payment of the Obligations and the indemnification
set forth in Sections 15.8 and 15.10, and Bank shall retain all of its rights and privileges under the Loan Documents,
including the retention of its Liens on and interest in and to all of the Loan Collateral until all of the Obligations have been
fully performed, paid and satisfied.


 


12.         EVENTS
OF DEFAULT.


 


12.1         Events
of Default. (i) Each of the following events, whether or not caused by or within the control of Borrower, will constitute an
“Event of Default” under this Agreement:


 


(a)          Borrower
does not pay, when due, any of the Obligations owing from Borrower to Bank, including any amounts required to be paid to Bank under
Section 2.5;


 


(b)          (1)
Borrower does not observe, perform, or comply with any of the Financial Covenants, (2) any of the Loan Documents cease, for any
reason, to be in full force and effect, or Borrower or any other Person which is a party to any of the Loan Documents so asserts
in writing, (3) any of the Liens created by any of the Loan Documents ceases to be enforceable in accordance with its terms, or
(4) any Loan Document ceases to be effective to grant perfected Liens on the collateral described therein with the priority purported
or warranted to be created thereby;


 



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(c)          Borrower
does not observe, perform, or comply with any term or provision of this Agreement or of any of the other Loan Documents (exclusive
of those defaults covered by the other clauses of this Section 12.1(i));


 


(d)          Borrower
fails to make any payment due to any Affiliate of Bank, materially breaches any agreement between Borrower and any Affiliate of
Bank, or makes any material misrepresentation to any Affiliate of Bank;


 


(e)          Any
representation, warranty or statement made by, or on behalf of Borrower, (1) in this Agreement, in connection with this Agreement,
in connection with any transaction relating to this Agreement or in any of the other Loan Documents was false in any material respect,
in the good faith judgment of Bank, when made or furnished or when treated as being made or furnished or (2) to induce Bank to
make any Loan was false in any material respect, in the good faith judgment of Bank, when made or furnished or when treated as
being made or furnished;


 


(f)          Borrower:
(1) is, as of any date, not Solvent, (2) becomes generally unable to pay its debts as they become due, (3) makes a general assignment
for the benefit of creditors, or (4) calls a meeting of creditors for the composition of debts; or the Board of Directors of Borrower
(or any committee thereof) adopts a resolution authorizing or has otherwise authorized the actions described in subitems (3) or
(4) of this clause (f);


 


(g)          (1)
There is filed by Borrower any case, petition, proceeding or other action (“Bankruptcy Case”) under any existing
or future bankruptcy, insolvency, reorganization, liquidation or arrangement or readjustment of debt law or any similar existing
or future law of any applicable jurisdiction (“Insolvency Law”), (2) an involuntary Bankruptcy Case (“Involuntary
Proceeding”) is commenced against Borrower under any Insolvency Law and the Involuntary Proceeding is not controverted
within 10 days, or is not dismissed within 30 days, after the commencement of the Bankruptcy Case, or (3) a custodian, receiver,
trustee, sequestrator, or agent is appointed or authorized to take charge of any of Borrower’s properties;


 


(h)          (1)
Bank, in the exercise of its judgment exercised in good faith, determines that there has occurred any material and adverse change
in the business operations or condition, financial or otherwise, of Borrower or in Borrower’s ability to perform any of its
payment or other Obligations under this Agreement or any of the other Loan Documents or (2) Bank, in its judgment exercised in
good faith, determines that there has occurred any material and adverse change in the aggregate value of, or Bank’s rights
or interests in, the Loan Collateral with the result that Bank’s security for the Obligations is materially diminished;


 


(i)          There
is enacted any legislation (federal, state or local) which allows any Person to obtain a Lien on any part of the Loan Collateral
which is superior to the Liens and interests of Bank on and in Loan Collateral having a value in excess of $100,000;


 


(j)          There
occurs an uninsured casualty loss with respect to any of the Loan Collateral having an aggregate fair market value of greater than
$100,000;


 



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(k)          (1)
Any default occurs under the terms applicable to any Indebtedness of Borrower in an aggregate amount exceeding $250,000 which represents
any borrowing or financing from, by or with any Person or (2) there occurs a material breach by Borrower under any Applicable Agreement
(other than the ones described in subitem (1) of this clause (k) or in clause (r) of this Section 12.1(i)), the result of
which breach is the suspension of the other parties’ performance thereunder, the delivery of a notice of acceleration, or
the termination of such Applicable Agreement;


 


(l)          A
contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA;


 


(m)          There
is instituted against Borrower any criminal proceeding for which forfeiture of any asset is a potential penalty, or Borrower is
enjoined, restrained or in any way prevented by order of any Governmental Authority from conducting any material part of its business
affairs and such order is not completely stayed, to the satisfaction of Bank, or dissolved within one Business Day from the effective
date of such order;


 


(n)          Borrower
shall voluntarily dissolve or cease to exist, or any final and nonappealable order or judgment shall be entered against Borrower
decreeing its involuntary dissolution;


 


(o)          There
occurs a Change of Control;


 


(p)          The
audit report required pursuant to Section 8.7 is not an unqualified audit report;


 


(q)          Borrower
or any of its Subsidiaries discovers, identifies, is given notice by any Person, or otherwise has knowledge of (1) the existence
of any Environmental Liability or (2) any one or more Releases of Hazardous Substances on, about or affecting a Borrower’s
Facility or Borrower’s business operations, which, by itself or in the aggregate, will or could reasonably be estimated to
subject Borrower to indebtedness, liability, or obligations in excess of $50,000 during the term of this Agreement; or


 


(r)          There
is a default or an event of default under any of the Merger Documents by any Person which has a Material Adverse Effect;


 


(ii)         Each
Event of Default will be deemed continuing until it is waived in writing by, or cured to the written satisfaction of, Bank.


 


12.2         Effect
of Default. All of Bank’s rights under the Loan Documents during the continuance of an Event of Default, including the
interest rate described in Section 3.1, applicable during the continuance of an Event of Default, will, at Bank’s
option, be applicable until any such event is cured to the written satisfaction of Bank.


 



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13.         BANK’S
RIGHTS AND REMEDIES.


 


13.1         Acceleration.
Upon the occurrence of any Event of Default, in addition to all other rights and remedies provided in the Loan Documents or available
at law or in equity, Bank, without further notice or demand and as provided in clause (i) of this Section 13.1, (i) may
declare the Loans and all other Obligations to be immediately due and payable (except that with respect to any Event of Default
under Section 12.1(i)(f) or (g) (exclusive of an Involuntary Proceeding), such acceleration of the Loans shall be
automatic), (ii) to the extent that the maximum amount of the Loans has not yet been used or fully drawn on by Borrower, may terminate
the undrawn amount thereof, (iii) may terminate this Agreement, and (iv) will have all rights to realize upon, and exercise its
rights with respect to, the Loan Collateral pursuant to this Agreement and the other Loan Documents, and as otherwise provided
by applicable law. Bank’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other right
or remedy which Bank have.


 


13.2         Fees
and Expenses. Borrower shall pay to Bank, immediately and as part of the Obligations, all reasonable costs and expenses, including
court costs, Attorneys’ Fees and costs of sale, incurred by Bank in exercising any of its rights or remedies under the Loan
Documents.


 




13.3         Actions
in Respect of Letters of Credit. If any Event of Default shall have occurred and be continuing, Bank may, whether in addition
to taking any of the actions described in Section 13.1 or otherwise, if any Letters of Credit shall have been issued, make
demand upon Borrower to, and forthwith upon such demand Borrower will, pay to Bank in same day funds at Bank’s office designated
in such demand, for deposit in a special non-interest bearing cash collateral account (the “Letter of Credit Collateral
Account”) to be maintained at such office of Bank, an amount equal to the Letter of Credit Exposure from time to time
in existence. The Letter of Credit Collateral Account shall be in the name of Bank (as a cash collateral account), and under the
sole dominion and control of Bank exercised in good faith (with sole right of withdrawal) and subject to the terms of this Agreement
and the other Loan Documents. On each drawing under a Letter of Credit, Bank shall seek reimbursement from any amounts then on
deposit in the Letter of Credit Collateral Account; however, if (i) no amounts are then on deposit in the Letter of Credit
Collateral Account, (ii) the amount then on deposit in the Letter of Credit Collateral Account is insufficient to pay the amount
of such drawing, or (iii) Bank is legally prevented or restrained from immediately applying amounts on deposit in the Letter of
Credit Collateral Account, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be
made under this Section 13.3 shall automatically be converted into a Loan made on the date of such drawing for all purposes
of this Agreement. To the extent that Bank applies amounts on deposit in the Letter of Credit Collateral Account as provided in
this Section 13.3, and, thereafter, such application (or any portion thereof) is rescinded or any amount so applied must
otherwise be returned by Bank upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, then the amount so rescinded
or returned shall automatically be converted into a Loan made on the date of such drawing for all purposes of this Agreement.


 



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14.         PARTICIPATIONS.


 


14.1         Participation.
Bank, in the ordinary course of its commercial banking business and in accordance with applicable law, may at any time sell to
one or more banks or other entities (“Participants”) participating interests in the Loans, the Loan Collateral
or other security provided to Bank, or any other interests of Bank under this Agreement or the other Loan Documents.


 


14.2         Participant
Consents. Borrower acknowledges that Participants have or will have certain rights under their respective participation agreements
with Bank that may, subject to the terms of the participation agreements, require Bank to obtain the consent (collectively, “Participant
Consents”) of some or all of the Participants before Bank takes or refrains from taking certain actions (other than as
expressly required by the Loan Documents) or grants certain waivers, consents or approvals in respect of the Loans, the Loan Documents
or the Loan Collateral. None of the Participants, however, will have Participant Consent rights which are greater than those rights
and remedies Bank has under the Loan Documents. In addition, from time to time, Bank may request instructions from the Participants
in respect of the actions, waivers, consents or approvals which by the terms of any of the Loan Documents Bank is permitted or
required to take or to grant or to not take or grant (“Participant Instructions”). If the Participant Consents
are, pursuant to the terms of the respective participation agreements, required or Participant Instructions are requested, Bank
will (i) be absolutely empowered to take or refrain from taking any action (other than as expressly required by the Loan Documents)
or withhold any waiver, consent or approval and (ii) not be under any liability whatsoever to any Person, including Borrower and
any Participant, from taking or refraining from taking any action or withholding any waiver, consent or approval under any of the
Loan Documents until it has received the requisite Participant Consents or, as applicable, the Participant Instructions.


 


14.3         Information.
Borrower authorizes Bank to disclose to any Participant or prospective Participant or any assignee or prospective assignee of Bank’s
rights under the Loan Documents any and all financial information in Bank’s possession concerning Borrower which has been
delivered to Bank by Borrower pursuant to the Loan Documents or in connection with Bank’s credit evaluation of Borrower or
which has been obtained independently by Bank in its credit evaluation or audit of Borrower.


 


14.4         Law
Requirements. Nothing in the Loan Documents will prohibit Bank from pledging or assigning its interests in the Loans to any
Federal Reserve Bank in accordance with applicable law.


 


15.         GENERAL.


 


15.1         Severability.
If any term of this Agreement is found invalid under Ohio law or laws of mandatory application by a court of competent jurisdiction,
the invalid term will be considered excluded from this Agreement and will not invalidate the remaining terms of this Agreement.


 



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15.2         Governing
Law. THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT CINCINNATI, OHIO. THIS AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CINCINNATI, OHIO (WITHOUT REFERENCE
TO CINCINNATI, OHIO CONFLICTS OF LAW PRINCIPLES).


 


15.3         WAIVER
OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWER,
BORROWER AND BANK AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, 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 BE INITIATED AND
PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BANK AND BORROWER EACH CONSENTS TO AND SUBMITS
TO THE EXERCISE OF JURISDICTION OVER ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT
MATTER, AND CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWER AND BANK AT THEIR RESPECTIVE ADDRESSES
SET FORTH IN SECTION 15.9 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF CINCINNATI, OHIO. BORROWER 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.


 


15.4         Survival
and Continuation of Representations and Warranties. All of Borrower’s representations and warranties contained in this
Agreement shall (i) survive the execution, delivery and acceptance hereof by the parties hereto and the closing of the transactions
described herein or related hereto, (ii) be deemed to be made as of each and every day of the term of this Agreement, and (iii)
remain true until the Obligations are fully performed, paid and satisfied, subject to such changes as may not be prohibited hereby,
do not constitute Events of Default hereunder, and have been consented to by Bank in writing.


 


15.5         Assignment;
Bank Affiliates. Bank shall have the right to assign this Agreement and the other Loan Documents. Borrower may not assign,
transfer or otherwise dispose of any of its rights or obligations hereunder, by operation of law or otherwise, and any such assignment,
transfer or other disposition without Bank’s written consent shall be void. All of the rights, privileges, remedies and options
given to Bank under the Loan Documents shall inure to the benefit of Bank’s successors and assigns, and all the terms, conditions,
covenants, provisions and warranties herein shall inure to the benefit of and bind the permitted successors and assigns of Borrower
and Bank, respectively. Bank may from time to time provide any information Bank may have about Borrower or about any matter relating
to this Agreement or the other Loan Documents to U.S. Bancorp or any of its Affiliates or their successors.


 



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15.6         Bank’s
Additional Rights Regarding Loan Collateral. In addition to its other rights and remedies under the Loan Documents, Bank may,
in its discretion exercised in good faith, following the occurrence of any Event of Default: (i) exchange, enforce, waive or release
any Loan Collateral or portion thereof, (ii) apply the proceeds of the Loan Collateral against the Obligations and direct the order
or manner of the liquidation thereof (including any sale or other disposition) as Bank may, from time to time, in each instance
determine, and (iii) settle, compromise, collect or otherwise liquidate any such security in any manner without affecting or impairing
its right to take any other further action with respect to any security or any part thereof.


 


15.7         Application
of Payments; Revival of Obligations. Bank shall have the continuing right to apply or reverse and reapply any payments to any
portion of the Obligations. To the extent Borrower makes a payment or payments to Bank or Bank receives any payment or proceeds
of the Loan Collateral or any other security for Borrower’s benefit, which payment(s) or proceeds or any part thereof are
subsequently voided, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver
or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then, to the extent of such payment
or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and shall continue in full force
and effect, as if such payment or proceeds had not been received by Bank.


 


15.8         Fees
and Expenses. (i) Borrower shall reimburse Bank for all reasonable costs, fees, expenses and obligations incurred by Bank or
for which Bank becomes obligated (“Expenses”) in connection with, arising out of, or related to:


 


(a)          the
entering into, negotiation, preparation, closing, administration, and enforcement of this Agreement or any of the other Loan Documents
and any of Bank’s rights hereunder and thereunder;


 


(b)          any
Loans or advances made by Bank hereunder;


 


(c)          the
Merger and any transaction contemplated by this Agreement or the other Loan Documents;


 


(d)          any
inspection, audit, appraisal, or verification of the Loan Collateral or Borrower (Bank currently charges, in addition to any field
examination fee that may be provided pursuant to the terms of this Agreement, $850 per diem based on an 8 hour day plus out-of-pocket
expenses) per auditor or field examiner for the services of its auditors and field examiners and a potentially greater amount if
the auditor is not a Bank employee;


 


(e)          any
liability under Section 3505 of the Internal Revenue Code and all other local, state and federal statutes of similar import; and


 



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(f)          with
respect to any or all of (1) administrating the Loans during the continuance of any Event of Default, (2) enforcing any Obligation
or in foreclosing against any of the Loan Collateral or exercising or enforcing any other right or remedy available by reason of
any Event of Default, (3) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature
of a “work-out” or in any insolvency or bankruptcy proceeding, (4) commencing, defending or intervening in any litigation
or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to Borrower and related
to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (5) taking any other action in or with
respect to any suit or proceeding (whether in bankruptcy or otherwise), (6) protecting, preserving, collecting, leasing, selling,
taking possession of, or liquidating any of the Loan Collateral, or (7) attempting to enforce or enforcing any Lien on or security
interest in any of the Loan Collateral or any other rights under the Loan Documents.


 


(ii)         The
Expenses (a) will include Attorneys’ Fees and fees of other professionals, all lien search and title search fees, all filing
and recording fees and all travel expenses and (b) are part of the Obligations, payable upon Bank’s demand, and will be secured
by the Loan Collateral.


 


(iii)        The
Obligations described under this Section 15.8 shall survive any termination of this Agreement.


 


15.9         Notices;
Electronic Mail .


 


15.9.1           Notices.
Any notice required, permitted or contemplated hereunder shall be in writing (except as expressly provided in this Agreement or
any of the other Loan Documents) and addressed to the party to be notified at the address set forth below or at such other address
as each party may designate for itself from time to time by notice hereunder, and shall be deemed validly given (i) three days
following deposit in the U.S. certified mails (return receipt requested), with proper postage prepaid, or (ii) the next Business
Day after such notice was delivered to a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an
arrangement satisfactory with such carrier, made for the payment thereof, or (iii) upon receipt of notice given by telecopy (fax),
mailgram, telegram, telex or personal delivery:


 


	To Bank:	U.S. Bank National Association
	 	Location CN-OH-W14S
	 	425 Walnut Street
	 	Cincinnati, Ohio 45202
	 	Attn:  Mr. Joseph J. Scaglione, Vice President
	 	Fax:  (513) 632-2040
	 	 
	To Borrower:	Environmental Quality Management, Inc.
	 	1800 Carillon Blvd.
	 	Cincinnati, Ohio 45240
	 	Attention:  Jack S. Greber or J. Kevin Fox
	 	Telecopy No.: (513) 825-7495


 



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15.9.2           Electronic
Communication. Bank may, in its discretion, elect, from time to time, to receive certain information, including reports, otherwise
required by the terms of this Agreement or the other Loan Documents (“Reports”) from Borrower via electronic
mail transmission (“e-mail”). Bank will designate from time to time its e-mail address to Borrower (the “Bank
E-mail Address”). All e-mail transmissions of Reports from Borrower shall contain the information as specified in this
Agreement, shall be formatted or displayed in a manner and order substantially similar to that shown in this Agreement or otherwise
required by Bank and shall conform to the specifications described in this Agreement. Borrower will be solely responsible for the
confidentiality of the contents of e-mail transmissions during transmission to the Bank E-mail Address. Borrower will be responsible
for the accuracy of all information provided to Bank via e-mail transmission to the Bank E-mail Address, and any information so
received by Bank will be deemed to have been submitted by and received from Borrower. In the event of a failure of the transmission
of the Reports, it is the responsibility of Borrower to transmit the contents of any pending transmission to Bank using an alternative
method which is timely and in accordance with this Agreement. Borrower agrees that, by sending Bank the Reports via e-mail transmission,
Borrower is certifying the truthfulness and accuracy in all material respects of the Reports submitted each and every time Borrower
sends Bank the Reports. Borrower further agrees that, on each occasion when Borrower sends Bank e-mail transmissions containing
Reports, Borrower is warranting and representing to Bank the truthfulness and accuracy in all material respects of the representations
and warranties relevant to that Report set forth in the relevant Loan Document. Borrower consents to and represents that it is
Borrower’s intent that by Borrower’s insertion of Borrower’s name in the subject line of the transmitting e-mail,
or on the Reports (including the header and/or the certification line), Borrower intends such to constitute a legally binding and
enforceable signature of Borrower, and in all aspects the legal equivalent of Borrower’s handwritten signature.


 


15.10      Indemnification.
In consideration of the execution and delivery of this Agreement by Bank and the making of any Loan hereunder, Borrower hereby
indemnifies, exonerates and holds Bank and each of its officers, directors, employees, Affiliates, and agents (collectively the
“Indemnified Parties” and, individually, as “Indemnified Party”) free and harmless from and
against any and all actions, causes of action, suits, demands, investigations, obligations, judgments, losses, costs, liabilities,
damages, and expenses (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder
is sought), including Attorneys’ Fees and disbursements (the “Indemnified Liabilities”), which are incurred
by, accrued, asserted, made or brought against, charged to, or recoverable from the Indemnified Parties or any of them as a result
of, or arising out of, or relating to, or as a direct or indirect result of:


 


(i)          any
transaction financed or to be financed in whole or in part or directly or indirectly with the proceeds of any Loan;


 


(ii)         the
entering into and performance of this Agreement and the other Loan Documents by any of the Indemnified Parties;


 


(iii)        any
breach by Borrower of any term, provision, representation, warranty or covenant of this Agreement or the other Loan Documents;


 


(iv)        any
Environmental Law, regardless of whether or not caused by, or within the control of, Borrower;


 



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(v)         any
Remittance deposited in the Special Account which is dishonored or returned unpaid for any reason; or


 


(vi)        the
Merger and the payment of the Merger Consideration,


 


except to the extent that the Indemnified
Liability is caused by or results from the gross negligence or willful misconduct of the Indemnified Party, as determined by a
court of competent jurisdiction in a final non-appealable judgment or order. If and to the extent that the foregoing undertaking
may be unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law, except to the extent that such Indemnified Liabilities
have arisen by reason of an Indemnified Party’s gross negligence or willful misconduct, as determined by a court of competent
jurisdiction in a final non-appealable judgment or order. The Obligations described under this Section 15.10 will survive
any termination of this Agreement and shall be due and payable on demand.


 


15.11         Additional
Waivers by Borrower. Borrower waives presentment and protest of any instrument and notice thereof, and, except as expressly
provided in the Loan Documents, demand, notice of default and all other notices to which Borrower might otherwise be entitled.
Borrower shall not assert any claim against Bank on any theory of liability for consequential, special, indirect or punitive damages.


 


15.12         Equitable
Relief. Borrower recognizes that, in the event Borrower fails to perform, observe or discharge any of its obligations or liabilities
under this Agreement, any remedy at law may prove to be inadequate relief to Bank; therefore, Borrower agrees that Bank, if Bank
so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.


 


15.13         Entire
Agreement. This Agreement and the other Loan Documents set forth the entire agreement of the parties with respect to its subject
matter and supersede all previous understandings, written or oral, in respect thereof. Any request from time to time by Borrower
for Bank’s consent under any provision in the Loan Documents must be in writing, and any consent to be provided by Bank under
the Loan Documents from time to time must be in writing in order to be binding on Bank; however, Bank will have no obligation
to provide any consent requested by Borrower, and Bank may, for any reason in its discretion exercised in good faith, elect to
withhold the requested consent. Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall
be an original but all of which together shall constitute one and the same instrument. Any documents delivered by, or on behalf
of, Borrower by fax transmission (i) may be relied on by Bank as if the document were a manually signed original and (ii) will
be binding on Borrower for all purposes of the Loan Documents.


 


15.14         Headings.
Section headings in this Agreement are included for convenience of reference only and shall not relate to the interpretation or
construction of this Agreement.


 



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15.15         Cumulative
Remedies. The remedies provided in this Agreement and the other Loan Documents are cumulative and not exclusive of any remedies
provided by law. Exercise of one or more remedy(ies) by Bank does not require that all or any other remedy(ies) be exercised and
does not preclude later exercise of the same remedy. If there is any conflict, ambiguity, or inconsistency, in Bank’s judgment,
between the terms of this Agreement or any of the other Loan Documents, then the applicable terms and provisions, in Bank’s
judgment, providing Bank with greater rights, remedies, powers, privileges, or benefits will control.


 


15.16         Waivers
and Amendments in Writing. Failure by Bank to exercise any right, remedy or option under this Agreement or in any Loan Document
or delay by Bank in exercising the same shall not operate as a waiver by Bank of its right to exercise any such right, remedy or
option. No waiver by Bank shall be effective unless it is in writing and then only to the extent specifically stated. This Agreement
cannot be amended, modified, changed or terminated orally.


 


15.17         Recourse
to Directors or Officers. The obligations of Bank under this Agreement are solely the corporate obligations of Bank. No recourse
shall be had for the payment of any amount owing in respect to this Agreement or for the payment of any fee hereunder or for any
other obligation or claim arising out of or based upon this Agreement against any stockholder, employee, officer, or director of
Bank.


 


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


 


15.19         PATRIOT
ACT NOTICE. To help the government fight the funding of terrorism and money laundering activities, federal law requires all
financial institutions to obtain, verify, and record information that identifies each party who opens an account. Bank will ask
each party to a financial transaction their name, address and other information that will allow Bank to identify such party. Bank
may also ask to see other documents that substantiate a party’s identity.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF,
this Agreement has been duly executed by Borrower as of October 31, 2006.


 


	 	ENVIRONMENTAL QUALITY MANAGEMENT, INC. 
	 	 	 
	 	By:	/s/ Jack S. Greber 
	 	 	Jack S. Greber, President
	 	 	 
	Accepted at Cincinnati, Ohio	 	 
	as of October 31, 2006.	 	 
	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 	 
	 	 	 
	By:	/s/ Joseph J. Scaglione	 	 
	 	Joseph J. Scaglione, Vice President	 	 


 


SIGNATURE PAGE TO


FINANCING AGREEMENT


ENVIRONMENTAL QUALITY MANAGEMENT, INC.