Exhibit 10.21


 


Execution Version


 


SUBORDINATION AND INTERCREDITOR AGREEMENT


 


This SUBORDINATION
AND INTERCREDITOR AGREEMENT (this “Agreement”)
is entered into as of February 8, 2019, by and among RNS FLEX, LLC, ENERGY SPECIAL SITUATIONS FUND II, L.P., ESS PARTICIPATION FUND
II, L.P. and TRF PLATFORM HOLDINGS, LLC (together with their respective successors and assigns and each Person (as hereinafter
defined) that hereafter becomes a holder of the Parent Loan Notes (as hereinafter defined), each individually, a “Subordinated
Lender” and collectively, “Subordinated
Lenders”), FLEXENERGY POWER SOLUTIONS, LLC, a Delaware limited liability company
(the “Parent”), FLEX LEASING POWER
 & SERVICE LLC, a Delaware limited liability company (the “Company”),
each of the other Loan Parties (as hereinafter defined) from time to time party hereto, and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION,
as Agent (as hereinafter defined) for all Senior Secured Parties (as hereinafter defined).


 


R E C I T A L S


 


A.      The
financial institutions party thereto from time to time (together with their respective successors and assigns, the “Senior
Lenders”), Agent, the Company and the other Loan Parties (as hereinafter defined) have
entered into a Credit Agreement dated as of February 8, 2019 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Senior Credit Agreement”)
pursuant to which, among other things, Senior Lenders have agreed, subject to the terms and conditions set forth in the Senior Credit
Agreement, to make certain loans and financial accommodations to the Company and the other Loan Parties. The Company and the other Loan
Parties may also now or hereafter enter into Bank Product Agreements (as hereinafter defined) with Bank Product Providers.


 


B.       All
of the Company’s and the other Loan Parties’ obligations
to Agent and Senior Secured Parties are secured by liens on and security interests in the Equity Interests in the Company and substantially
all of the assets of the Company and the other Loan Parties (collectively, the “Collateral”).


 


C.       Subordinated
Lenders have extended credit to the Parent as evidenced by those certain secured promissory notes described on Exhibit A hereto
in the original aggregate principal amount of $18,000,000 and payable by the Parent to Subordinated Lenders (collectively, the “Subordinated
Notes”).


 


D.       As
an inducement to and as one of the conditions to the agreement of Agent and Senior Secured Parties to make certain loans and financial
accommodations to the Company and the other Loan Parties as contemplated by the Senior Debt Documents (as hereinafter defined), Agent
and Senior Lenders have required the execution and delivery of this Agreement by each Subordinated Lender and the Loan Parties in order
to set forth the relative rights and priorities of Agent, Senior Secured Parties and Subordinated Lenders under the Senior Debt Documents
and the Subordinated Debt Documents (as hereinafter defined).


 






     


     


    

 


NOW, THEREFORE, in order to induce Agent and
Senior Secured Parties to make certain loans and financial accommodations to the Company and the other Loan Parties pursuant to the
Senior Debt Documents, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged,
the parties hereto hereby agree as follows:


 


1.       Definitions.
Capitalized terms used and not defined herein shall have the meanings attributed thereto in the Senior Credit Agreement. The following
terms shall have the following meanings in this Agreement:


 


“Agent”
shall mean Texas Capital Bank, National Association, as administrative agent for the Senior Secured Parties,
or any other Person appointed by the holders of the Senior Debt as administrative agent for purposes of the Senior Debt Documents and
this Agreement.


 


“Agreement”
shall have the meaning set forth in the introductory paragraph to this Agreement.


 


“Bank
Product” shall mean any service provided to, facility extended to, or transaction entered
into with, any Loan Party by any Bank Product Provider consisting of (a) deposit accounts, (b) cash management services, including treasury,
depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer,
interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds
transfers through the direct Federal Reserve Fedline system) and other cash management arrangements maintained with any Bank Product Provider,
(c) debit cards, stored value cards, and credit cards (including commercial credit cards (including so called “procurement
cards” or “P cards”))
and debit card and credit card processing services or (d) Hedge Agreements.


 


“Bank
Product Agreements” shall mean those certain agreements entered into from time to time
between any Loan Party and a Bank Product Provider in connection with any of the Bank Products, including without limitation, Hedge Agreements.


 


“Bank
Product Obligations” shall mean all obligations, liabilities, contingent reimbursement
obligations, fees, and expenses owing by any Loan Party or any of its Subsidiaries to any Bank Product Provider pursuant to or evidenced
by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, and including all such amounts that any Loan Party or such Subsidiary is obligated
to reimburse to any Bank Product Provider as a result of such Bank Product Provider purchasing participations or executing indemnities
or reimbursement obligations with respect to the Bank Products provided to any Loan Party or such Subsidiaries pursuant to the Bank Product
Agreements.


 






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“Bank
Product Provider” shall mean any Senior Lender or Affiliate of a Senior Lender (or
any Person that was a Senior Lender or an Affiliate of a Senior Lender at the time such Bank Product Agreement was entered into)
that provides Bank Products to the Loan Parties or any of their Subsidiaries from time to time.


 


“Bankruptcy
Code” shall mean Title 11 of the United States Code, as in effect from time to time.


 


“Business
Day(s)” means those days (other than Saturdays or Sundays) upon which banks are generally
open in Texas for the conduct of substantially all of their commercial lending activities and wire transfers of funds can be made.


 


“Collateral”
shall have the meaning set forth in Recital B of this Agreement.


 


“Company”
shall have the meaning set forth in the introductory paragraph to this Agreement.


 


“DIP
Financing” shall have the meaning set forth in Section 8.1.


 


“Distribution”
shall mean, with respect to any indebtedness, obligation or security, (a) any payment or distribution
by any Person of cash, securities or other property, by set-off or otherwise, on account of such indebtedness, obligation or security,
or (b) any redemption, purchase or other acquisition of such indebtedness, obligation or security by any Person.


 


“Enforcement
Action” shall mean (a) to take from or for the account of the Company or any other Loan
Party, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by the Company or any
such Loan Party with respect to the Subordinated Debt, (b) to sue for payment of, or to initiate or participate with others in any suit,
action or proceeding against the Company or any such Loan Party to (i) enforce payment of or to collect the whole or any part of the Subordinated
Debt or (ii) commence enforcement of any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect
to the Subordinated Debt, (c) to accelerate the Subordinated Debt, (d) to exercise any put option or to cause the Company or any such
Loan Party to honor any redemption or mandatory prepayment obligation under any Subordinated Debt Document, or (e) to take any action
under the provisions of any state or federal law, including, without limitation, the Uniform Commercial Code, or under any contract or
agreement, to enforce, foreclose upon, take possession of or sell the Parent’s Equity Interests
in the Company or any property or assets of the Company or any such Loan Party including the Collateral.


 


“Exercise
Notice” shall have the meaning set forth in Section 2.10.


 






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“Hedge
Agreement” shall mean (a) any and all interest rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity
or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other
similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether
or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by
the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules and annexes, a “Master Agreement”), (c)
any and all Master Agreements and any and all related confirmations and (d) any other agreement, contract or transaction that
constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Loan
Parties” shall mean the Company and each Domestic Subsidiary of the Company that is now
or hereafter becomes a party to any Senior Debt Document. All references in this Agreement to any Loan Party shall include such Loan Party
as a debtor-in-possession and any receiver or trustee for such Loan Party in any Proceeding.


 


“Loan
Purchase Price” shall have the meaning set forth in Section 2.10.


 


“Paid
in Full” or “Payment in Full”
shall mean, as of any date of determination with respect to the Senior Debt that: (a) all of the Senior
Debt (other than (i) contingent indemnification obligations not yet due and payable or with respect to which a claim may not yet have
been reasonably asserted, (ii) obligations not yet due and payable with respect to letters of credit issued pursuant to the applicable
Senior Debt Documents and (iii) Bank Product Obligations not yet due and payable) has been indefeasibly paid in full in cash, (b) no Person
has any further right to obtain any loans, letters of credit or other extensions of credit under the Senior Debt Documents, (c) any and
all letters of credit issued under the Senior Debt Documents have been cancelled and returned or backed by standby letters of credit (issued
by a bank, and in form and substance, acceptable to Agent) or cash collateralized, in each case in an amount equal to 103% of the face
amount of such letters of credit, (d) any and all Bank Product Obligations have been cancelled or backed by standby letters of credit
(issued by a bank, and in form and substance, acceptable to Agent) or cash collateralized, in each case in an amount reasonably determined
by Agent as sufficient to satisfy the estimated credit exposure with respect to the Bank Product Obligations, and (e) any costs, expenses
and contingent indemnification obligations which are not yet due and payable but with respect to which a claim may reasonably be expected
to be asserted by Agent or a Senior Secured Party are backed by standby letters of credit (issued by a bank, and in form and substance,
acceptable to Agent) or cash collateralized, in each case in an amount reasonably estimated by Agent to be the amount of costs, expenses
and contingent indemnification obligations that may become due and payable.


 






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“Person”
shall mean natural persons, corporations, limited liability companies, limited partnerships, general partnerships,
limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether
they are legal entities, and governments and agencies and political subdivisions thereof.


 


“Proceeding”
shall mean any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation,
dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with
similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person.


 


“Purchase
Option Event” shall have the meaning set forth in Section 2.10.


 


“Recovery”
shall have the meaning set forth in Section 2.9.


 


“Senior
Credit Agreement” shall have the meaning set forth in Recital A of this Agreement.


 


“Senior
Debt” shall mean (a) all obligations, liabilities and indebtedness of every nature of
the Company and the other Loan Parties from time to time owed under the Senior Debt Documents, including, without limitation, the principal
amount of all debts, claims and indebtedness and guarantees, accrued and unpaid interest (including, without limitation, default interest),
fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter
owing, due or payable, whether before or after the filing of a Proceeding under the Bankruptcy Code together with any interest (including,
without limitation, default interest) and fees accruing thereon after the commencement of a Proceeding, without regard to whether or not
such interest or fees is an allowed claim, and (b) all Bank Product Obligations.


 


“Senior
Debt Documents” shall mean the Senior Credit Agreement, the Security Documents, the Notes,
the Issuer Documents, and all other agreements, documents and instruments executed from time to time in connection therewith (including,
without limitation, the Bank Product Agreements), as the same may be amended, restated, supplemented or otherwise modified from time to
time, and after any refinancing of the Senior Debt, any financing documentation which replaces the Senior Debt Documents (including under
any DIP Financing) and pursuant to which the Senior Debt is refinanced, as such financing documentation may be amended, restated, supplemented
or otherwise modified from time to time.


 


“Senior
Default” shall mean any “Default”
or “Event of Default” under
any of the Senior Debt Documents.


 


“Senior
Lenders” shall have the meaning set forth in Recital A of this Agreement.


 






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“Senior
Secured Parties” shall mean, collectively, Agent, Senior Lenders, Bank Product Providers,
and any holders of the Senior Debt.


 


“Subordinated
Debt” shall mean all obligations, liabilities and indebtedness of every nature of the
Parent, the Company and the other Loan Parties from time to time owed to any Subordinated Lender under the Subordinated Debt Documents,
including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest (including, without
limitation, default interest), fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore,
now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding under the Bankruptcy Code
together with any interest (including, without limitation, default interest) and fees accruing thereon after the commencement of a Proceeding,
without regard to whether or not such interest or fees is an allowed claim.


 


“Subordinated
Debt Documents” shall mean, collectively, (a) the Subordinated Notes, and (b) any and
all guarantees, notes, instruments, documents and agreements executed and delivered by the Parent or any Loan Party in connection with,
or pursuant to, the issuance of the Subordinated Debt.


 


“Subordinated
Lender” shall have the meaning set forth in the introductory paragraph in this Agreement
and shall also refer to any subsequent party to whom the benefit of this Agreement has been extended in accordance with the terms of this
Agreement.


 


“Subordinated
Notes” shall have the meaning set forth in Recital C of this Agreement.


 


“Uniform
Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time
in the State of Texas.


 


2.       Subordination.


 


2.1.       Subordination
of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens; Nature of Priority; No New Liens.


 


(a)       Until
all of the Senior Debt has been Paid in Full, any liens and security interests of any Subordinated Lender in the Collateral shall be
and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Secured
Parties in the Collateral, regardless of the time, manner or order of the creation, granting, attachment or perfection of any such
liens and security interests. Each Subordinated Lender agrees that it will not at any time contest the validity, perfection,
priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior
Secured Parties in the Collateral securing the Senior Debt. In furtherance of the foregoing, each Subordinated Lender hereby
irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Subordinated Lender and in the
name of such Subordinated Lender or otherwise, to execute and deliver any document or instrument which such Subordinated Lender may
be required to deliver pursuant to this Section 2.1.


 






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(b)       Each
Subordinated Lender acknowledges that a portion of the Senior Debt represents debt that is revolving in nature and that the amount thereof
that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of
the Senior Debt may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Debt may be increased,
replaced or refinanced, in each event, without notice to or consent by the Subordinated Lenders and without affecting the provisions hereof.
The lien priorities provided in Section 2.1(a) shall not be altered or otherwise affected by any such amendment, modification,
supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Debt or
the Subordinated Debt, or any portion thereof.


 


(c)       Until
all of the Senior Debt has been Paid in Full, the parties hereto agree that (i) there shall be no lien on any assets of, or Equity Interests
issued by, any Loan Party securing any Subordinated Debt if these same assets are not subject to, and do not become subject to, a lien
securing the Senior Debt and (ii) if any Subordinated Lender shall acquire or hold any lien on any assets of, or Equity Interests issued
by, any Loan Party securing any Subordinated Debt which assets are not also subject to the first-priority lien of Agent under the Senior
Debt Documents, then each Subordinated Lender will, without the need for any further consent of any other Subordinated Lender, notwithstanding
anything to the contrary in any other Subordinated Debt Document, either (A) release such lien or (B) assign it to Agent as security for
the Senior Debt. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and
remedies available to Agent, the Subordinated Lenders agree that any amounts received by or distributed to any of them pursuant to or
as a result of liens granted in contravention of this Section 2.1(c) shall be subject to Section 2.5.


 


2.2.       Liquidation,
Dissolution, Bankruptcy. In the event of any Proceeding involving the Parent, the Company or any other Loan Party:


 


(a)       All
Senior Debt shall first be Paid in Full before any Distribution (whether in cash, securities or other property) from the Parent’s
Equity Interests in the Company, the Company or any other Loan Party is made to any Subordinated Lender on account of any Subordinated
Debt.


 


(b)      Any
Distribution from the Parent’s Equity Interests in the Company, the Company or any other
Loan Party, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable
in respect of the Subordinated Debt, shall be paid or delivered directly to Agent (to be held and/or applied by Agent in accordance with
the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Each Subordinated Lender irrevocably authorizes, empowers
and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority,
to pay or otherwise deliver all such Distributions to Agent. Each Subordinated Lender also irrevocably authorizes and empowers Agent,
in the name of such Subordinated Lender, to demand, sue for, collect and receive any and all such Distributions.


 






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(c)       Each
Subordinated Lender waives any claim it may now or hereafter have arising out of Agent’s
or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the
application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest under Section 364 of the Bankruptcy
Code by the Company or any other Loan Party, as debtor in possession, and/or any use of cash collateral. Each Subordinated Lender further
agrees that it will not seek to participate on any creditor’s committee without Agent’s
prior written consent.


 


(d)       Each
Subordinated Lender agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent
in connection with any such Proceeding. If such Subordinated Lender does not file a proper claim or proof of debt or other document or
amendment thereof in the form required in any Proceeding prior to 30 days before the expiration of time to file such claim or other document
or amendment thereof, then Agent shall have the right (but not the obligation) in such proceeding, and hereby irrevocably is appointed
lawful attorney of each Subordinated Lender for the purpose of enabling Agent to demand, sue for, collect, receive and give receipt for
the payments and distributions in respect of the Subordinated Debt that are made in such Proceeding and that are required to be paid or
delivered to Agent and Senior Secured Parties as provided in this Agreement, and to file and prove all claims therefor and to execute
and deliver all documents in such proceeding in the name of any Subordinated Lender or otherwise in respect of such claims, as Agent reasonably
may determine to be necessary or appropriate.


 


(e)       This
Agreement is intended to be enforceable as a subordination agreement (notwithstanding the commencement of any Proceeding), including under
Section 510 of the Bankruptcy Code and any comparable provision of otherwise applicable law.


 


(f)       Until
Payment in Full of the Senior Debt has occurred, each Subordinated Lender agrees that it shall not, in its capacity as a creditor of Parent,
without the consent of Agent (i) propose any plan of reorganization or file any motion or pleading in support of any motion or plan that
would impair the rights of any holders of the Senior Debt, (ii) oppose any plan of reorganization or liquidation proposed by Agent or
Senior Secured Parties or with Agent’s or Senior Secured Parties’ written
approval; provided that no Subordinated Lender shall be prohibited from opposing any plan proposed or approved by Agent or Senior Secured
Parties if Subordinated Lenders proposed or supported an alternative plan which provides for Payment in Full of all Senior Debt on the
effective date of such plan, or (iii) vote its claim in favor of any plan of reorganization, liquidation, arrangement, moratorium or composition
opposed by Agent or Senior Secured Parties other than a plan which provides for the Payment in Full of all Senior Debt on the effective
date thereof.


 


2.3.       Subordinated
Debt Standstill Provisions. Until all Senior Debt is Paid in Full, no Subordinated Lender shall, without the prior written
consent of Agent, take any Enforcement Action with respect to the Parent’s Equity Interests in the Company, the Company or any
other Loan Party, in each case, in connection with the Subordinated Debt.


 






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2.4.       Incorrect
Payments. If any Distribution from the Parent’s Equity Interests in the Company,
the Company or any other Loan Party on account of the Subordinated Debt not permitted to be made by the Company or any other Person or
accepted by any Subordinated Lender under this Agreement is made and received by a Subordinated Lender, such Distribution shall not be
commingled with any of the assets of such Subordinated Lender, shall be held in trust by such Subordinated Lender for the benefit of Agent
and Senior Secured Parties and shall be promptly paid over to Agent for application (in accordance with the Senior Debt Documents ) to
the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is Paid in Full.


 


2.5.       Application
of Proceeds from Sale or other Disposition of the Collateral. In the event of any sale, transfer or other disposition (including
a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall
be applied in accordance with the terms of the Senior Debt Documents or as otherwise consented to by Agent until such time as all of the
Senior Debt is Paid in Full.


 


2.6.       Sale,
Transfer or other Disposition of Subordinated Debt.


 


(a)       No
Subordinated Lender shall sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Debt or any Subordinated
Debt Document unless prior to the consummation of such sale, assignment, pledge, disposition or other transfer, the transferee thereof
shall agree, in writing reasonably acceptable to Agent, to be bound by all the terms and provisions hereof.


 


(b)       Notwithstanding
the foregoing, the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any
portion of the Subordinated Debt in violation of the foregoing prohibition, and the terms of this Agreement shall be binding upon the
successors and assigns of each Subordinated Lender, as provided in Section 14 hereof.


 


2.7.       Legends.
Until the termination of this Agreement in accordance with Section 20 hereof, each Subordinated Lender will use commercially reasonable
efforts to cause to be clearly, conspicuously and prominently inserted on the face of the Subordinated Notes and any other Subordinated
Debt Document, as well as any renewals or replacements thereof, the following legend:


 


“THIS
INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN
SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY 8, 2019 (THE “SUBORDINATION
AGREEMENT”), AMONG FLEXENERGY POWER SOLUTIONS, LLC, A DELAWARE LIMITED LIABILITY
COMPANY, AS PARENT, FLEX LEASING POWER & SERVICE LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “COMPANY”),
THE LOAN PARTIES PARTY THERETO, RNS FLEX, LLC, ENERGY SPECIAL SITUATIONS FUND II, L.P., ESS PARTICIPATION FUND II, L.P. AND TRF
PLATFORM HOLDINGS, LLC (COLLECTIVELY, “SUBORDINATED LENDERS”) AND TEXAS CAPITAL BANK, NATIONAL ASSOCIATION
(“AGENT”), TO THE OBLIGATIONS AND INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY AND ANY OF ITS
SUBSIDIARIES PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF FEBRUARY 8, 2019 AMONG THE COMPANY, CERTAIN SUBSIDIARIES OF THE
COMPANY, AGENT AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS EXECUTED IN CONNECTION
THEREWITH, AS SUCH CREDIT AGREEMENT AND SUCH OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS MAY BE AMENDED, RESTATED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING ANY SUCH INDEBTEDNESS AS CONTEMPLATED BY THE SUBORDINATION
AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE
SUBORDINATION AGREEMENT.”


 






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2.8.       Obligations
Hereunder Not Affected. All rights and interests of Senior Secured Parties and Agent hereunder, and all agreements and
obligations of each Subordinated Lender and the Company hereunder, shall remain in full force and effect irrespective of: (a) any
lack of validity or enforceability of any document evidencing any of the Senior Debt; (b) any change in the time, manner or place of
payment of, or any other term of, all or any of the Senior Debt, or any other amendment or waiver of or any release or consent to
departure from any of the Senior Debt Documents; (c) any exchange, release or non-perfection of any collateral or guaranty for all
or any of the Senior Debt; (d) any failure of any Senior Secured Party or Agent to assert any claim or to enforce any right or
remedy against any party under the provisions of this Agreement or any Senior Debt Document; (e) any reduction, limitation,
impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and Parent, each Loan Party and each Subordinated Lender hereby waive any right to or claim
of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness,
irregularity, compromise, unenforceability of, or any other event or occurrence affect, any Senior Debt; and (f) any other
circumstance which might otherwise constitute a defense available to, or a discharge of, any Loan Party in respect of the Senior
Debt or any Subordinated Lender in respect of this Agreement. Each Subordinated Lender acknowledges and agrees that Senior Secured
Parties and Agent may, in accordance with the terms of the Senior Debt Documents, without notice or demand and without affecting or
impairing such Subordinated Lender’s obligations hereunder, from time to time (i)
renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the
Senior Debt or any part thereof, including, without limitation, to increase or decrease the rate of interest thereon or the
principal amount thereof; (ii) take or hold security for the payment of the Senior Debt and exchange, enforce, foreclose upon, waive
and release any such security; (iii) apply such security and direct the order or manner of sale thereof as Agent and Senior Secured
Parties in their sole discretion, may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other
obligors; and (v) exercise or refrain from exercising any rights against the Company or any other Person.


 






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2.9.       Enforceability
of Senior Debt; Reinstatement. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement
shall continue to govern the relative rights and priorities of Agent and Senior Secured Parties, on the one hand, and Subordinated Lenders,
on the other hand, even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside,
avoided, invalidated or disallowed. If Agent or any Senior Secured Party is required to disgorge any Distribution from the Parent’s
Equity Interests in the Company, the Company or any other Loan Party, proceeds of Collateral or other amount received by such Person (whether
because such Distribution, proceeds or other amount is invalidated, declared to be fraudulent or preferential or otherwise) or turn over
or otherwise pay any amount (a “Recovery”)
to the estate or to any creditor or representative of any Loan Party or any other Person, then the Senior Debt shall be reinstated (to
the extent of such Recovery) as if such Senior Debt had never been paid and to the extent any Subordinated Lender has received a Distribution
to which such Subordinated Lender would not have been entitled under this Agreement had such reinstatement occurred prior to receipt of
such Distribution, such Subordinated Lender shall return such Distribution to Agent for reapplication to the Senior Debt. If this Agreement
shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination
shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto. This Agreement shall remain
in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal
of any Proceeding by or against the Parent, the Company or any other Loan Party.


 


2.10.    Option
to Purchase Senior Debt. If (a) the Senior Debt has been accelerated or otherwise becomes due and payable, (b) any payment Event
of Default under Section 9.1(a) of the Senior Credit Agreement has occurred and has been continuing for a period of more than fifteen
(15) days, or (c) any Event of Default under Sections 9.1(e) or 9.1(f) has occurred (each of the foregoing, a “Purchase
Option Event”), upon fifteen (15) Business Days’ prior
written notice to Agent (an “Exercise Notice”),
Subordinated Lenders (acting severally or jointly) shall have the right to purchase, in whole but not in part, the Senior Debt for a price
equal to, without duplication, the sum of:


 


(i)       the
outstanding principal balance thereof, together with all accrued interest and other amounts due thereon (exclusive of any late charges,
default interest, exit fees, advances and post-petition interest), including all costs and expenses (including reasonable legal fees and
expenses) incurred by Senior Lenders in accordance with the Senior Debt Documents;


 


(ii)      any
unreimbursed obligations and, without duplication, the Outstanding Amount of L/C Obligations (which shall be satisfied by providing cash
collateralization of such reimbursement obligations and Outstanding Amount of L/C Obligations in an amount equal to 103% thereof);


 






    -11- 


     


    

 


(iii)     cash
collateral to secure any unreimbursed obligations in respect of Bank Product Obligations (which shall include any such Bank Product
Obligations that are not yet liquidated and/or are contingent in amount) owing to such Senior Lenders who are, or whose Affiliates
are, Bank Product Providers; it being agreed by the parties hereto that such Senior Lenders shall (A) as applicable, (x) be entitled
to apply such cash collateral to reimburse themselves or their Affiliates for any Bank Product Obligations or other amounts owing
related thereto or (y) at the option of such Senior Lender, terminate the applicable agreements related thereto and make all
payments pursuant thereto and (B) promptly return any unapplied portion of such cash collateral to such Subordinated Lender (or its
agent) at such time as all obligations with respect to such Bank Products have been Paid in Full; and


 


(iv)       an
amount, not otherwise assumed and/or indemnified by Subordinated Lenders, that Agent, in its reasonable business judgment, determines
is sufficient to cover any contingent indemnification or expense reimbursement obligation of the Company or any other Loan Party under
Section 11.1 of the Credit Agreement for which claims against Agent or any Senior Lender have been asserted in writing, the payment of
which amount shall be furnished as cash collateral and the unused portion thereof shall be returned to such Subordinated Lender(s) upon
the settlement or other resolutions of such claims (collectively, the “Loan Purchase Price”).


 


Concurrently with payment to Senior
Lenders of the Loan Purchase Price, Senior Lenders shall deliver or cause to be delivered to Subordinated Lenders all Senior Debt Documents
held by or on behalf of Senior Lenders and will execute in favor of Subordinated Lenders or its designee assignment documentation, in
form and substance reasonably acceptable to Subordinated Lenders, sufficient to assign the Senior Debt and all rights of Senior Lenders
under the Senior Debt Documents (without recourse, representations or warranties, except for representations as to the outstanding balance
of the Senior Debt and that the Senior Debt Documents and Senior Debt are free and clear of all claims, liens, security interests and
encumbrances and that Senior Lenders have delivered all notices of default and other documents executed or delivered in connection with
Senior Lenders’ expenses and notices its intention to exercise any legal remedies). The right
of Subordinated Lenders to purchase the Senior Debt shall automatically terminate upon the earlier to occur of (1) a transfer of the Collateral
by foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure or bill of sale, (2) the payment in full of the
Subordinated Debt under the Subordinated Debt Documents and (3) the Payment in Full of the Senior Debt. Agent shall be entitled to conclusively
rely on any Exercise Notice for purposes of determining whether a Purchase Option Event has occurred and is continuing and shall not be
liable to any Person (including the Parent, the Company or any other Loan Party, any other Subordinated Lender or any of their respective
subsidiaries, Affiliates or equity holders) in connection with any such reliance.


 


3.       Modifications
to Senior Debt Documents. Agent and Senior Secured Parties may at any time and from time to time without the consent of or notice
to any Subordinated Lender, without incurring liability to such Subordinated Lender and without impairing or releasing the obligations
of such Subordinated Lender under and the subordination effected by this Agreement, change the manner or place of payment or extend the
time of payment of or renew or alter any of the terms of the Senior Debt (including increasing the Senior Debt), or amend in any manner
any Senior Debt Document.


 






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4.       Modifications
to Subordinated Debt Documents. Until all of the Senior Debt has been Paid in Full, and notwithstanding anything to the contrary
contained in the Subordinated Debt Documents, no Subordinated Lender shall, without the prior written consent of Agent, agree to any amendment,
modification or supplement to the Subordinated Debt Documents or enter into any additional Subordinated Debt Documents, the result of
which would cause the aggregate amount of the Subordinated Debt secured by the Collateral at any time outstanding to be in excess of $21,000,000
(it being understood that this Section 4 shall not prohibit any amendment, modification, supplement or additional Subordinated
Debt Document with respect to any Subordinated Debt that is either unsecured or secured by assets, including without limitation any Equity
Interests, in each case, not constituting Collateral at any time).


 


5.       Waiver
of Certain Rights by Subordinated Lenders.


 


5.1.       Rights
Relating to Agent’s Actions with respect to the Collateral.
Each Subordinated Lender hereby waives, to the extent permitted by applicable law, any rights which it may have to enjoin or otherwise
obtain a judicial or administrative order preventing Agent or Senior Secured Parties from taking, or refraining from taking, any action
with respect to all or any part of the Collateral. Without limitation of the foregoing, each Subordinated Lender hereby agrees (a) that
it has no right to direct or object to the manner in which Agent and Senior Secured Parties apply the proceeds of the Collateral resulting
from the exercise by Agent and Senior Secured Parties of rights and remedies under the Senior Debt Documents to the Senior Debt and (b)
that Agent has not assumed any obligation to act as the agent for any Subordinated Lender with respect to the Collateral.


 


5.2.       Waiver
of Notice of Acceptance. To the fullest extent permitted by applicable law, each Subordinated Lender hereby waives: (a) notice
of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the Senior Debt Documents, or the
creation or existence of any Senior Debt; (c) notice of the amount of the Senior Debt; (d) notice of any adverse change in the financial
condition of the Parent, the Company or any other Loan Party or of any other fact that might increase the risk hereunder of such Subordinated
Lender; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Senior Debt Documents;
(f) notice of any Senior Default under the Senior Debt Documents or otherwise relating to the Senior Debt; and (g) all other notices (except
if such notice is specifically required to be given to such Subordinated Lender under this Agreement) and demands to which such Subordinated
Lender might otherwise be entitled.


 


5.3.       Waiver
of Defenses, Offsets, and Counter-Claims. To the fullest extent permitted by applicable law, each Subordinated Lender
hereby waives: (a) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present
or future lack of perfection, sufficiency, validity, or enforceability of any Senior Debt or any security therefor; (b) any defense arising
by reason of any claim or defense based upon an election of remedies by Agent or any Senior Secured Party; and (c) the benefit of any
statute of limitations affecting such Subordinated Lender’s obligations hereunder or the
enforcement thereof.


 






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5.4.       Waiver
of Rights of Subrogation. Until such time as the Payment in Full of all Senior Debt shall have occurred, each Subordinated Lender
hereby waives and postpones: (a) any right of subrogation such Subordinated Lender has or may have as against the Company or any other
Loan Party with respect to any Senior Debt; (b) any right to proceed against the Company, any other Loan Party or any other Person,
now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims (irrespective of whether direct
or indirect, liquidated or contingent), with respect to any Senior Debt; and (c) any right to proceed or to seek recourse against or with
respect to the Parent’s Equity Interests in the Company and any property or asset of the
Company or any other Loan Party.


 


5.5.       Waiver
of Election of Remedies. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH
SUBORDINATED LENDER WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY
AGENT OR THE SENIOR SECURED PARTIES, EVEN THOUGH THAT ELECTION OF REMEDIES HAS DESTROYED SUCH SUBORDINATED LENDER’S
RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE PARENT, THE COMPANY OR ANY OTHER LOAN PARTY BY THE OPERATION OF ANY APPLICABLE LAW.


 


5.6.       Waiver
of Liability. If Agent or the Senior Secured Parties honor (or fail to honor) a request by the Company or any other Loan Party
for an extension of credit pursuant to the Senior Credit Agreement or any of the other Senior Debt Documents, whether or not Agent or
the Senior Secured Parties have knowledge that the honoring of (or failure to honor) any such request would constitute a default under
the terms of the Subordinated Debt Documents or an act, condition, or event that, with the giving of notice or the passage of time, or
both, would constitute such a default, or if Agent or Senior Secured Parties otherwise should exercise any of their contractual rights
or remedies under the Senior Debt Documents, Agent and Senior Secured Parties shall have no liability whatsoever to any Subordinated Lender
as a result of such action, omission, or exercise. Agent and Senior Secured Parties will be entitled to manage and supervise the loans
and extensions of credit under the Senior Debt Documents as they may, in their sole discretion, deem appropriate, and Agent and Senior
Lenders and each other holder of Senior Debt may manage its loans and extensions of credit without regard to any rights or interests that
Subordinated Lenders may have. Agent and Senior Secured Parties may, from time to time, enter into agreements and settlements with the
Parent, the Company or any other Loan Party as they may determine in their sole discretion without impairing any of the subordinations,
priorities, rights or obligations of the parties under this Agreement, including, without limitation, substituting Collateral, releasing
any Lien and releasing any Loan Party.


 


5.7.       Information
Concerning Financial Condition. Each Subordinated Lender hereby assumes responsibility for keeping itself informed of the
financial condition of the Loan Parties and of all other circumstances bearing upon the risk of nonpayment of the Subordinated Debt,
and agrees that Agent and Senior Secured Parties have no duty to advise any Subordinated Lender of information known to any of them
regarding such condition or any such circumstances. In the event Agent or any Senior Secured Party, in its sole discretion,
undertakes, at any time or from time to time, to provide any such information to any Subordinated Lender, it shall be under
no obligation (a) to provide any such information to such Subordinated Lender on any subsequent occasion, (b) to undertake any
investigation, or (c) to disclose any information which, pursuant to its commercial finance practices, it wishes to maintain
confidential.


 






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6.       Representations
and Warranties. Each Subordinated Lender hereby represents and warrants to Agent and Senior Secured Parties that as of the date
hereof: (a) it is duly organized and validly existing under the laws of its state of organization; (b) it has the power and authority
to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary
action; (c) the execution of this Agreement by such Subordinated Lender will not violate or conflict with its organizational documents,
any material agreement binding upon such Subordinated Lender or any law, regulation or order or require any consent or approval which
has not been obtained; (d) this Agreement is the legal, valid and binding obligation of such Subordinated Lender, enforceable against
such Subordinated Lender in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights
generally; and (e) Subordinated Lenders are the sole owners, beneficially and of record, of the Subordinated Debt Documents to which they
are a party and the Subordinated Debt.


 


7.       Asset
Dispositions; Proceedings.


 


7.1.       Asset
Dispositions in a Proceeding under the Bankruptcy Code. No Subordinated Lender shall, in a Proceeding under the Bankruptcy Code
or otherwise, oppose any sale or disposition of any Collateral that is supported by the Senior Secured Parties, and each Subordinated
Lender will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale supported by the Senior Secured
Parties and to have released their liens on such Collateral.


 


7.2.       Releases
of Subordinated Lenders’ Liens.


 


(a)       Upon
any release, sale or disposition of Collateral permitted pursuant to the terms of the Senior Debt Documents or with the consent of the
Senior Secured Parties that results in the release of the lien in favor of Agent for the benefit of the Senior Secured Parties on any
Collateral (including without limitation any sale or other disposition pursuant to any Enforcement Action), the liens in favor of the
Subordinated Lenders on such Collateral shall be automatically and unconditionally released with no further consent or action of any Person.


 


(b)       Each
Subordinated Lender shall promptly execute and deliver such release documents and instruments and shall take such further actions as
Agent shall request to evidence any release of the liens of the Subordinated Lenders described in clause (a) above. Each
Subordinated Lender hereby appoints Agent and any officer or duly authorized person of Agent, with full power of substitution, as
its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of such Subordinated Lender and
in the name of such Subordinated Lender, or in Agent’s own name, from time to time, in
Agent’s sole discretion, for the purposes of carrying out the terms of this Section
7.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary
or desirable to accomplish the purposes of this Section 7.2, including, without
limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which
appointment, being coupled with an interest, is irrevocable).


 






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8.       Proceedings.


 


8.1.       Financing
Matters. If any Loan Party becomes subject to any Proceeding, and if Agent or the other Senior Secured Parties desire to consent
(or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy
Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP
Financing”), then each Subordinated Lender agrees that such Subordinated Lender (a) will
be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral
or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash
collateral or such DIP Financing except as set forth in Section 8.3 below, (c) will subordinate (and will be deemed hereunder to
have subordinated) any lien under the Subordinated Debt Documents (i) to such DIP Financing on the same terms as the liens under the Senior
Debt Documents are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any
adequate protection provided to Agent and the Senior Secured Parties and (iii) to any “carve-out”
agreed to by Agent or the other Senior Secured Parties, and (d) agrees that notice received two calendar
days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice.


 


8.2.       Relief
From the Automatic Stay. Each Subordinated Lender agrees that it will not seek relief from the automatic stay or from any other
stay in any Proceeding against any Loan Party or take any action in derogation thereof, in each case in respect of any Collateral, without
the prior written consent of Agent.


 


8.3.       Adequate
Protection. Each Subordinated Lender agrees that it shall not object, contest, or support any other Person objecting to or
contesting, (a) any request by Agent or the other Senior Secured Parties for adequate protection or any adequate protection provided
to Agent or the other Senior Secured Parties or (b) any objection by Agent or any other Senior Secured Parties to any motion,
relief, action or proceeding based on a claim of a lack of adequate protection or (c) the payment of interest, fees, expenses or
other amounts to Agent or any other Senior Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise.
Notwithstanding anything contained in this Section 8, in any Proceeding against any Loan Party under the Bankruptcy Code, (i)
if the Senior Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with
replacement liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash
collateral, and the Senior Secured Parties do not object to the adequate protection being provided to them, then in connection with
any such DIP Financing or use of cash collateral, each Subordinated Lender may seek or accept adequate protection consisting solely
of (x) a replacement lien on the same additional collateral, subordinated to the liens securing the Senior Debt and such DIP
Financing on the same basis as the other liens securing the Subordinated Debt are so subordinated to the Senior Debt under this
Agreement and (y) superpriority claims junior in all respects to the superpriority claims granted to the Senior Secured Parties,
provided, however, that each Subordinated Lender shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy
Code in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any
plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan
equal to the allowed amount of such claims and (ii) in the event any Subordinated Lender seeks or accepts adequate protection in
accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then each
Subordinated Lender agrees that Agent shall also be granted a senior lien on such additional collateral as security for the Senior
Debt and any such DIP Financing and that any lien on such additional collateral securing the Subordinated Debt shall be subordinated
to the liens on such collateral securing the Senior Debt and any such DIP Financing (and all obligations relating thereto) and any
other liens granted to the Senior Secured Parties as adequate protection, with such subordination to be on the same terms that the
other liens securing the Subordinated Debt are subordinated to such Senior Debt under this Agreement. Each Subordinated Lender
agrees that, except as expressly set forth in this Section 8, it shall not seek or accept adequate protection without the
prior written consent of Agent.


 






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8.4.       Other
Matters. To the extent that any Subordinated Lender has or acquires rights under Section 363 or Section 364 of the Bankruptcy
Code with respect to any of the Collateral, each Subordinated Lender agrees not to assert any of such rights without the prior written
consent of the Agent; provided that if requested by the Agent, each Subordinated Lender shall timely exercise such rights in the manner
requested by the Agent, including any rights to payments in respect of such rights.


 


9.       Subrogation.
Upon the Payment in Full of all Senior Debt, each Subordinated Lender shall be subrogated to the rights of Agent and Senior Secured Parties
to receive Distributions from the Parent’s Equity Interests in the Company, the Company or
any other Loan Party until the Subordinated Debt is paid in full. Without limiting the other provisions of this Agreement (including,
without limitation, Section 2.9), each Subordinated Lender agrees that in the event that all or any part of a payment made with
respect to the Senior Debt is recovered from the holders of the Senior Debt in a Proceeding or otherwise, any Distribution from the Parent’s
Equity Interests in the Company, the Company or any other Loan Party received by such Subordinated Lender with respect to the Senior Debt
at any time after the date of the payment that is so recovered, whether pursuant to the right of subrogation provided for in this Agreement
or otherwise, shall be deemed to have been received by such Subordinated Lender in trust as property of the holders of the Senior Debt
and such Subordinated Lender shall forthwith deliver the same to Agent for the benefit of the Senior Secured Parties for application to
the Senior Debt until all of the Senior Debt is Paid in Full. A Distribution from the Parent’s
Equity Interests in the Company, the Company or any other Loan Party made pursuant to this Agreement to Agent or Senior Secured Parties
which otherwise would have been made to a Subordinated Lender is not, as between the Company and such Subordinated Lender, a payment by
the Company to or on account of the Senior Debt.


 


10.       Modification.
Any modification or waiver of any provision of this Agreement, or any consent to any departure by any party from the terms hereof,
shall not be effective in any event unless the same is in writing and signed by Agent and each Subordinated Lender, and then such
modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. Any notice to
or demand on any party hereto in any event not specifically required hereunder shall not entitle the party receiving such
notice or demand to any other or further notice or demand in the same, similar or other circumstances unless specifically required
hereunder.


 






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11.       Further
Assurances. Each party to this Agreement promptly will execute and deliver such further instruments and agreements and do such
further acts and things as may be reasonably requested in writing by any other party hereto that may be necessary or desirable in order
to effect fully the purposes of this Agreement.


 


12.       Consent
to Senior Debt. To the extent that the Company’s incurrence of the Senior Debt or
the Parent’s or any Loan Party’s guarantee thereof
(a) may require the consent of the Subordinated Lenders pursuant to the Subordinated Notes, (b) creates a default under the Subordinated
Notes or (c) gives rise to any other rights or remedies under the Subordinated Notes, each Subordinated Lender hereby (i) consents to
any Loan Party’s incurrence of the Senior Debt and the Parent’s
or any applicable Loan Party’s guarantee thereof, and (ii) agrees that the incurrence of
the Senior Debt by the Loan Parties and the guarantee thereof by the Parent or any applicable Loan Party will not constitute a default
or event of default under the Subordinated Notes.


 


13.       Notices.
Unless otherwise specifically provided herein, any notice delivered under this Agreement shall be in writing addressed to the respective
party as set forth below and may be personally served, faxed or sent by overnight courier service or certified or registered United States
mail and shall be deemed to have been given (a) if delivered in person, when delivered; (b) if delivered by facsimile, on the date of
transmission if transmitted on a business day before 5:00 p.m. (Central time) or, if not, on the next succeeding business day; (c) if
delivered by overnight courier, one business day after delivery to such courier properly addressed; or (d) if by United States mail, three
business days after deposit in the United States mail, postage prepaid and properly addressed.


 


Notices shall be addressed as follows:


 


If to the Subordinated Lenders:


 


RNS Flex, LLC


309 Agate Street


Laguna Beach, CA 92651


		Attention:	Mallory McCamant



		Email:	MalloryMcCamant@RNScapitalpartners.com



 


TRF Platform Holdings, LLC


c/o Intervale Capital


20 University Road, Suite 360


Cambridge, MA 02138


Fax No.: (617) 497-8453


Email: christine@intervalecapital.com


 






    -18-


     


    

  





Energy Special Situations Fund II, L.P.


ESS Participation Fund II, L.P.


c/o ESS Funds


1801 Patterson Street


Houston, TX 77007


Email: jlinker@essfunds.com


 


If to the Parent or any Loan Party:


 


c/o FlexEnergy Power Solutions, LLC


6400 S. Fiddlers Green Circle, Suite 900


Greenwood Village, Colorado 80111


Attention: Doug Baltzer


		Fax:	(303) 694-0344



		E-Mail:	doug.baltzer@flexleasingpower.com



 


With a copy to:


 


Fennemore Craig, P.C.


2394 E. Camelback Rd, Suite 600


Phoenix, Arizona 85016


		Attention:	C.W. Ross



		Fax:	602.916.5503



 


If to Agent or Senior Secured Parties:


 


Texas Capital Bank, National Association


2000 McKinney Avenue, Suite 700


Dallas, Texas 75201


		Attention:	ABL Portfolio Manager



		E-Mail:	ABL@texascapitalbank.com



 


With a copy to:


 


Vinson & Elkins LLP


2001 Ross Avenue, Suite 3900


Dallas, Texas 75201


		Attention:	Bailey Pham



		E-Mail:	bpham@velaw.com



 


or in any case, to such other address as the party addressed shall
have previously designated by written notice to the serving party, given in accordance with this Section 13.


 






    -19-


     


    

 


14.       Successors
and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and assigns
of Agent, Senior Secured Parties, Subordinated Lenders, Parent and the Loan Parties. Senior Secured Parties may, from time to time,
without notice to any Subordinated Lender, assign or transfer any or all of the Senior Debt or any interest therein to any Person
and, notwithstanding any such assignment or transfer, or any subsequent assignment or transfer, the Senior Debt shall, subject to
the terms hereof, be and remain Senior Debt for purposes of this Agreement, and every assignee or transferee of any of the Senior
Debt or of any interest therein shall, to the extent of the interest of such assignee or transferee in the Senior Debt, be entitled
to rely upon and be the third party beneficiary of the subordination provided under this Agreement and shall be entitled to enforce
the terms and provisions hereof to the same extent as if such assignee or transferee were initially a party hereto. Each
Subordinated Lender agrees that any party that refinances the Senior Debt may rely on and enforce this Agreement. Each Subordinated
Lender further agrees that it will, at the request of Agent, enter into an agreement, in the form of this Agreement, mutatis
mutandis, with the party that refinances the Senior Debt, provided, that the failure of such Subordinated Lender to
execute such an agreement shall not affect such party’s right to rely on and enforce
the terms of this Agreement.


 


15.       Relative
Rights. This Agreement shall define the relative rights of Agent, Senior Secured Parties and Subordinated Lenders. Nothing in
this Agreement shall (a) impair, as among the Loan Parties, Agent and Senior Secured Parties and as between the Parent and Subordinated
Lenders, the obligation of the Loan Parties with respect to the payment of the Senior Debt and the obligation of the Parent with respect
to the payment of the Subordinated Debt in accordance with their respective terms or (b) affect the relative rights of Agent, Senior Secured
Parties or Subordinated Lenders with respect to any other creditors of the Loan Parties or Parent.


 


16.       Conflict.
In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the
Subordinated Debt Documents, the provisions of this Agreement shall control and govern.


 


17.       Headings.
The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions
hereof.


 


18.       Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by fax or other electronic transmission
(e.g., “.pdf”) shall be effective as delivery
of a manually executed counterpart of this Agreement.


 


19.       Severability.
In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any
law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability
of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be
modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement.


 


20.       Continuation
of Subordination; Termination of Agreement. This Agreement shall remain in full force and effect until all of the Senior Debt
is Paid in Full, and shall thereafter be reinstated as provided in Section 2.9.


 


21.       Applicable
Law. This Agreement shall be governed by and shall be construed and enforced in accordance with the internal laws of the State
of Texas.


 






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22.       Consent
to Jurisdiction; Waiver of Jury Trial. Parent, the Loan Parties, Subordinated Lenders and Agent each consent to the jurisdiction
of any state or federal court located within Dallas County, Texas. Parent, each Loan Party and each Subordinated Lender waives personal
service of any and all process upon it, and consents that all service of process be made in the manner set forth in Section 13.
Parent, each Loan Party, each Subordinated Lender and Agent each waive, to the fullest extent each may effectively do so, any defense
or objection based upon forum non conveniens and any defense or objection to venue of any action instituted within Dallas County, Texas.
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO
THIS AGREEMENT.


 


23.       Costs
and Attorneys’ Fees. In the
event it becomes necessary for Agent or Senior Secured Parties to commence or become a party to any proceeding or action to enforce the
provisions of this Agreement, the court or body before which the same shall be tried shall award to Agent and Senior Secured Parties,
if the prevailing parties thereunder, all costs and expenses thereof (solely to the extent they pertain to enforcing the provisions of
this Agreement, as opposed to the Senior Debt Documents generally), including reasonable attorneys’ fees,
the usual and customary and lawfully recoverable court costs, and all other expenses in connection therewith.


 


24.       Independent
Action. Except as otherwise expressly provided herein, each Subordinated Lender may manage and supervise (a) its loans and extensions
of credit under the Subordinated Debt Documents, (b) its membership interest in Parent, and (c) the actions or inactions of its representatives
on the board of managers of Parent in each case in accordance with applicable law and as it may otherwise, in its sole discretion, deem
appropriate.


 


25.       Integrated
Agreement. THIS AGREEMENT REPRESENTS AND EMBODIES THE ENTIRE AND FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ALL PRIOR WRITTEN OR ORAL AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. THIS
AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN,
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


26.       Additional
Loan Parties. The Company shall cause each Person that becomes a Loan Party after the date hereof to become a party to this Agreement
by execution and delivery by such Person of a Joinder Agreement in the form of Exhibit B hereto.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, each Subordinated Lender,
Parent, the Loan Parties and Agent have caused this Agreement to be executed as of the date first above written.


 


	 	SUBORDINATED LENDERS:
	 	 	 
	 	RNS FLEX, LLC
	 	 	 
	 	By:	RNS Management, LLC, its Manager
	 	 
	 	 	By:  	/s/ Thomas R. Denison
	 	 	Thomas R. Denison, Manager
	 	 	 
	 	ENERGY SPECIAL SITUATIONS FUND II, L.P.
	 	 	 
	 	By:	 	Energy Special Situations Fund Management
    II, LLC, its general partner
	 	 	 
	 	 	By:	 
	 	 	Jonathan S. Linker, Manager
	 	 	 
	 	ESS PARTICIPATION FUND II, L.P.
	 	 	 
	 	By:	 	Energy Special Situations Fund Management II, LLC, its general partner
	 	 	 
	 	 	By:	 
	 	 	Jonathan S. Linker, Manager
	 	 	 
	 	TRF PLATFORM HOLDINGS, LLC
	 	 	 
	 	By:	Intervale Capital Fund III, L.P., its manager
	 	By:	Intervale Capital GP III, L.P., its general partner
	 	By:	Intervale Capital Associates III LLC, its general partner
	 	 	 
	 	 	By:	 
	 	 	Patrick Connelly, Authorized Person


 


[Signature
Page to Subordination and Intercreditor Agreement – Flex Leasing Power & Service
LLC]


   



     


     


    




 


IN WITNESS WHEREOF, each Subordinated Lender,
Parent, the Loan Parties and Agent have caused this Agreement to be executed as of the date first above written.


 


	 	SUBORDINATED LENDERS:
	 	 	 	 
	 	RNS FLEX, LLC
	 	 	 	 
	 	By:	RNS Management, LLC, its Manager
	 	 	 	 
	 	 	By:	 
	 	 	 	Thomas R. Denison, Manager
	 	 
	 	ENERGY SPECIAL SITUATIONS FUND II, L.P.
	 	 	 	 
	 	By:	Energy Special Situations Fund Management II, LLC, its general partner
	 	 	 	 
	 	 	By:	/s/ Jonathan S. Linker
	 	 	 	Jonathan S. Linker, Manager
	 	 	 	 
	 	ESS PARTICIPATION FUND II, L.P.
	 	 	 	 
	 	By:	Energy Special Situations Fund Management II, LLC, its general partner
	 	 	 	 
	 	 	By:	/s/ Jonathan S. Linker
	 	 	 	Jonathan S. Linker, Manager
	 	 	 	 
	 	TRF PLATFORM HOLDINGS, LLC
	 	 	 	 
	 	By:	Intervale Capital Fund III, L.P., its manager
	 	By:	Intervale Capital GP III, L.P., its general partner
	 	By:	Intervale Capital Associates III LLC, its general partner
	 	 	 	 
	 	 	By:	 
	 	 	 	Patrick Connelly, Authorized Person


 


[Signature
Page to Subordination and Intercreditor Agreement – Flex Leasing Power & Service
LLC]


   



     


     


    




 


IN WITNESS WHEREOF, each Subordinated Lender,
Parent, the Loan Parties and Agent have caused this Agreement to be executed as of the date first above written.


 


	 	SUBORDINATED LENDERS:
	 	 	 
	 	RNS FLEX, LLC
	 	 	 	 
	 	By:	RNS Management, LLC, its Manager
	 	 	 	 
	 	 	By:	 
	 	 	 	Thomas R. Denison, Manager
	 	 	 	 
	 	ENERGY SPECIAL SITUATIONS FUND II, L.P.
	 	 	 	 
	 	By:	Energy Special Situations Fund Management II, LLC, its general partner
	 	 	 	 
	 	 	By:	 
	 	 	 	Jonathan S. Linker, Manager
	 	 	 	 
	 	ESS PARTICIPATION FUND II. L.P.
	 	 	 	 
	 	By:	Energy Special Situations Fund Management II, LLC, its general partner
	 	 	 	 
	 	 	By:	 
	 	 	 	Jonathan S. Linker, Manager
	 	 	 	 
	 	TRF PLATFORM HOLDINGS, LLC
	 	 	 	 
	 	By:	Intervale Capital Fund III, L.P., its manager
	 	By:	Intervale Capital GP III, L.P., its general partner
	 	By:	Intervale Capital Associates III LLC, its general partner
	 	 	 	 
	 	 	By:	/s/ Patrick Connelly
	 	 	 	Patrick Connelly, Authorized Person


 


[Signature
Page to Subordination and Intercreditor Agreement – Flex Leasing Power & Service
LLC]


 






     


     


    

 


	 	PARENT:
	 	 	 
	 	FLEXENERGY POWER SOLUTIONS, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By	/s/ Wes Kimmel
	 	Name:	Wes Kimmel
	 	Title:	Chief Financial Officer
	 	 	 
	 	LOAN PARTIES:
	 	 	 
	 	FLEX LEASING POWER & SERVICE LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By	
	 	Name:	Darin Romine
	 	Title:	Vice President—Finance
	 	 	 
	 	FLEX POWER CO.,
	 	a Delaware corporation
	 	 	 
	 	By	
	 	Name:	Darin Romine
	 	Title:	Vice President


 


[Signature
Page to Subordination and Intercreditor Agreement – Flex Leasing Power & Service
LLC]


 






     


     


    

 


	 	PARENT:
	 	 	 
	 	FLEXENERGY POWER SOLUTIONS, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By	 
	 	Name:	Wes Kimmel
	 	Title:	Chief Financial Officer
	 	 	 
	 	LOAN PARTIES:
	 	 	 
	 	FLEX LEASING POWER & SERVICE LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By	/s/ Darin Romine
	 	Name:	Darin Romine
	 	Title:	Vice President—Finance
	 	 	 
	 	FLEX POWER CO.,
	 	a Delaware corporation
	 	 	 
	 	By	/s/ Darin Romine
	 	Name:	Darin Romine
	 	Title:	Vice President


 


[Signature
Page to Subordination and Intercreditor Agreement – Flex Leasing Power & Service
LLC]


 






     


     


    

 


	 	AGENT:
	 	 	 
	 	TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Agent
	 	 	 
	 	By:	/s/ Jeff A. Tompkins
	 	Name:	Jeff A. Tompkins
	 	Title:	Senior Vice President


 


[Signature
Page to Subordination and Intercreditor Agreement – Flex Leasing Power & Service
LLC]