Exhibit 10.27


 


JOINDER AGREEMENT


 


THIS JOINDER AGREEMENT (this
 “Joinder Agreement”) is entered into as of December 22, 2020, by the undersigned (“Additional
Loan Party”), in favor of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, for the benefit of the Secured Parties, in its capacity
as administrative agent (in such capacity, “Administrative Agent”) under that certain Credit Agreement dated
as of February 8, 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among Flex Leasing Power & Service LLC (“Company”, and together with
the Additional Loan Party and any other Subsidiary of Company that becomes a party thereto from time to time, each a “Borrower”
and collectively, “Borrowers”), the other Loan Parties from time to time party thereto, the Administrative Agent
and the Lenders from time to time party thereto. All capitalized terms used herein and not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.


 


The Additional Loan Party and Administrative Agent,
for the benefit of the Secured Parties, hereby agree as follows:


 


1.            Additional
Guarantor. The Additional Loan Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the
Additional Loan Party will be deemed to be a party to the Credit Agreement as a “Guarantor” for all purposes of the Credit
Agreement (including any Guaranty), and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement.
The Additional Loan Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions
applicable to Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 1,
the Additional Loan Party hereby, jointly and severally with the other Guarantors, unconditionally, absolutely and irrevocably guarantees
to the Secured Parties, as provided in the Guaranty, the due and punctual payment at maturity, whether by acceleration or otherwise, and
the due fulfillment and performance of the Obligations. The Additional Loan Party is jointly and severally liable for the full payment
and performance of the Obligations as a primary obligor.


 


2.            Additional
Borrower. The Additional Loan Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the
Additional Loan Party will be deemed to be a party to the Credit Agreement as a “Borrower” for all purposes of the Credit
Agreement, and shall have all of the obligations of a Borrower thereunder as if it had executed the Credit Agreement. The Additional Loan
Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Borrowers
contained in the Credit Agreement.


 


3.            Joinder
Documents. In accordance with Section 6.13 of the Credit Agreement, the Additional Loan Party is, simultaneously with the execution
of this Joinder Agreement, (a) executing and delivering such Security Documents (or joinders or assumptions thereto) as requested
by Administrative Agent in accordance with the Credit Agreement and (b) delivering such other documents and instruments as Administrative
Agent may require in its sole discretion, including appropriate favorable opinions of counsel to the Additional Loan Party in form, content
and scope reasonably satisfactory to Administrative Agent.


 






     


     


    

 


4.            Address
for Notice Purposes. The address of the Additional Loan Party for purposes of all notices and other communications is set forth on
the signature page hereof.


 


5.            Waiver
of Acceptance. The Additional Loan Party hereby waives acceptance by Administrative Agent and the Lenders of the guaranty by the Additional
Loan Party under the Guaranty upon the execution of this Joinder Agreement by the Additional Loan Party.


 


6.            Representations
and Warranties. The Additional Loan Party hereby represents and confirms that the representations and warranties set forth in the
Loan Documents which are applicable to the Guarantors and Borrowers are true and correct with respect to the Additional Loan Party on
and as of the date hereof (and after giving effect hereto), as if set forth herein in their entirety.


 


7.            Severability.
Any provision of this Joinder Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Joinder Agreement and the effect thereof shall be confined to the provision held to be invalid or illegal.


 


8.            Counterparts.
This Joinder 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. This Joinder Agreement shall become effective when it shall have been executed by Administrative
Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other
electronic transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart
of this Joinder Agreement.


 


9.            Governing
Law. This Joinder Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Joinder Agreement and the transactions contemplated hereby and thereby shall be governed by,
and construed in accordance with, the Law of the State of Texas (without reference to applicable rules of conflicts of laws).


 


10.          Loan
Document. This Joinder Agreement is a Loan Document for all purposes and each reference in any Loan Document to the Credit Agreement
or the Guaranty shall mean the Credit Agreement or the Guaranty, as applicable, as supplemented by this Joinder Agreement.


 


11.          ENTIRE
AGREEMENT. THIS JOINDER AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND 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.


 


[Remainder of page intentionally left blank.
Signature pages follow.]


 






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IN WITNESS WHEREOF, the undersigned
Additional Loan Party and Administrative Agent have executed this Joinder Agreement as of the date first above written.


 


	 	ADDITIONAL LOAN PARTY:
	 	 
	 	Flex
    Leasing Power and Service ULC, an Alberta
    unlimited liability corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Address for notices:
	 	 
	 	 
	 	Attn:	 
	 	Facsimile:	 
	 	E-mail:	                




 


[Signature
Page to Joinder Agreement –


Flex
Leasing Power and Service ULC]



 






     


     


    

 


	 	ACCEPTED BY:
	 	 
	 	TEXAS
    CAPITAL BANK, NATIONAL ASSOCIATION, as Administrative Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	         




 


[Signature
Page to Joinder Agreement –





Flex
Leasing Power and Service ULC]