Guaranty and Collateral Agreement



 Exhibit 10.2 
 EXCUTION VERSION 
 GUARANTY AND COLLATERAL AGREEMENT 

GUARANTY AND COLLATERAL AGREEMENT, dated as of March 5, 2012, made by each of the signatories hereto (together with any other entity
that may become a party hereto as provided herein, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other
financial institutions or entities (together, for purposes of this Agreement, with the Affiliates of such financial institutions or entities that may be owed Swap Obligations or Banking Services Obligations that comprise Secured Obligations under
and as defined in the Credit Agreement, the “Secured Parties”) from time to time parties to the Credit Agreement, dated as of March 5, 2012 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among FURMANITE WORLDWIDE, INC. (the “Company”), certain Subsidiaries of the Company (each a “Designated Borrower” and, together with the Company, the
“Borrowers”), the Lenders and the Administrative Agent. 
 W I T N E S S E T H: 

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms
and subject to the conditions set forth therein; 
 WHEREAS, each Borrower is a member of an affiliated group of companies that
includes each other Grantor; 
 WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in
part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses; 
 WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the
Credit Agreement; and 
 WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective
extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders; 

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit
Agreement and to induce the Secured Parties to make their respective extensions of credit to the Borrowers thereunder and to allow the Grantors to incur Swap Obligations and Banking Services Obligations, each Grantor hereby agrees with the
Administrative Agent, for itself and for the ratable benefit of the Secured Parties, as follows: 

  
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 1. DEFINED TERMS 
 1.1 Definitions. 
 (a) Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims,
Deposit Accounts, Documents, Equipment, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations. 
 (b) The following terms shall have the following meanings: 

“Agreement”: this Guaranty and Collateral Agreement, as the same may be amended, supplemented or otherwise
modified from time to time. 
 “Assigned Contracts” means, collectively, all of the Grantors’
rights and remedies under, and all moneys and claims for money due or to become due to the Grantor under those contracts set forth on Exhibit J hereto, and any other material contracts, and any and all amendments, supplements, extensions, and
renewals thereof including all rights and claims of the Grantors now or hereafter existing: (a) under any insurance, indemnities, warranties, and guarantees provided for or arising out of or in connection with any of the foregoing agreements;
(b) for any damages arising out of or for breach or default under or in connection with any of the foregoing contracts; (c) to all other amounts from time to time paid or payable under or in connection with any of the foregoing agreements;
or (d) to exercise or enforce any and all covenants, remedies, powers and privileges thereunder. 
 “Borrower
Obligations”: the collective reference to the unpaid principal of and interest on the Loans and LC Exposure and all other Secured Obligations (including, without limitation, interest accruing at the then applicable rate provided in the
Credit Agreement after the maturity of the Loans and LC Exposure and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Swap Obligations or Banking Services Obligations, any Affiliate of
any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any
Letter of Credit, any agreement providing for Swap Obligations which comprise Secured Obligations, any agreement provided for Banking Services Obligations which comprise Secured Obligations or any other document made, delivered or given in
connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the
Administrative Agent or to the Lenders that are required to be paid by any Loan Party pursuant to the terms of any of the foregoing agreements); provided, however, that with respect to any Guarantor that is a Foreign Obligor, Borrower
Obligations shall not include any of the foregoing owing by any Borrower that is not a Foreign Obligor. 

  
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 “Collateral”: as defined in Section 3.1. 

“Collateral Access Agreement” means any landlord waiver or other agreement, in form and substance satisfactory to
the Administrative Agent, between the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any real property where any Collateral is
located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time. 

“Collateral Account”: any collateral account established by the Administrative Agent as provided in
Section 6.1 or 6.4. 
 “Collateral Report” means any certificate, report or other document
delivered by any Grantor to the Administrative Agent or any Lender with respect to the Collateral pursuant to any Loan Document. 
 “Copyrights”: means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all copyrights, rights and interests in
copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of
the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights
corresponding to any of the foregoing throughout the world. 
 “Deposit Account Control Agreement” means
an agreement, in form and substance satisfactory to the Administrative Agent, among any Loan Party, a banking institution holding such Loan Party’s funds, and the Administrative Agent with respect to collection and control of all deposits and
balances held in a Deposit Account maintained by any Loan Party with such banking institution. 
 “Dutch Deeds of
Pledge” means the Deed of Pledge of Shares and the Deed of Pledge of Movables and Receivables, jointly. 

“Dutch Deed of Pledge of Movables and Receivables” means the deed of non-possessory pledge over movables,
undisclosed pledge over receivables and disclosed pledge over bank receivables and intercompany receivables, to be signed on or about the date hereof, between Furmanite Holding B.V. as Pledgor and JPMorgan Chase Bank, N.A. as Pledgee (each as
defined therein). 
 “Dutch Deed of Pledge of Shares”: means the notarial deed of disclosed pledge over
registered shares Furmanite Holding B.V., to be executed on or about the date hereof, among Furmanite Offshore Services Inc. as Pledgor, JPMorgan Chase Bank, N.A. as Pledgee and Furmanite Holding B.V. as the Company which shares will be pledged
(each as defined therein). 
 “FH Shares”: the shares in the capital of Furmanite Holding B.V. described
on Schedule 2. 

  
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 “Foreign Subsidiary Voting Stock”: the voting Equity Interests of
any Foreign Subsidiary. 
 “Furmanite Offshore”: Furmanite Offshore Services, Inc. 

“Guarantor Obligations”: with respect to any Guarantor, all obligations and liabilities of such Guarantor which
may arise under or in connection with this Agreement (including, without limitation, Section 2, but excluding the Parallel Debts) or any other Loan Document to which such Guarantor is a party and the Secured Obligations guaranteed by such
Guarantor pursuant to Section 2.1 of this Agreement, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to the Administrative Agent or to any Lender (or, in the case of any agreement providing for Swap Obligations or Banking Services Obligations, any Affiliate of any Lender) that are required to be paid by such Guarantor pursuant to the
terms of this Agreement, any other Loan Document, or any agreement providing for Swap Obligations or Banking Services Obligations which comprise Secured Obligations). 
 “Guarantors”: the collective reference to each Grantor other than in its capacity as a Borrower. 
 “Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including, without limitation, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom. 
 “Intercompany Note”: any promissory note evidencing loans
made by any Grantor to any Borrower or any Subsidiary. 
 “Investment Property”: the collective
reference to all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”). 

“Issuers”: the collective reference to each issuer of any Investment Property, Pledged Notes, or Pledged Stock.

 “New York UCC”: the Uniform Commercial Code as from time to time in effect in the State of New York.

 “Non-Material Foreign Subsidiaries”: any Subsidiary other than a Material Subsidiary. 

“Obligations”: (i) in the case of each Borrower, its Borrower Obligations, and (ii) in the case of each
Guarantor, its Guarantor Obligations. 
 “Parallel Debt” has the meaning assigned thereto in Article IX
of the Credit Agreement. 
 “Parallel Debt Foreign Obligations” has the meaning assigned thereto in
Article IX of the Credit Agreement. 

  
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 “Parallel Debts” with respect to Furmanite Offshore, means
(i) the Parallel Debt, and (ii) the Parallel Debt Foreign Obligations. With respect to Furmanite Holding B.V., means the Parallel Debt Foreign Obligations. 
 “Patents”: (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated
therewith, including, without limitation, any of the foregoing referred to in Schedule 6, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof,
including, without limitation, any of the foregoing referred to in Schedule 6, and (iii) all rights to obtain any reissues or extensions of the foregoing. 
 “Patent License”: all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or
in part by a Patent. 
 “Pledged Notes”: all promissory notes listed on Schedule 2, all Intercompany
Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business). 

“Pledged Stock”: the Equity Interests listed on Schedule 2, together with any other shares, stock certificates,
options, interests or rights of any nature whatsoever in respect of the Equity Interests of any wholly-owned Subsidiary that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event
shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be pledged hereunder to secure any Obligations owing by any Person that is not a Foreign Obligor; and provided, further, that in no event
shall the Foreign Subsidiary Voting Stock of any Foreign Subsidiary that is directly or indirectly a Subsidiary of Furmanite Holding B.V. be pledged hereunder to secure any Obligations owing by any Person that is not a Foreign Obligor. 

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC
and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, Pledged Notes, or Pledged Stock, collections thereon or distributions or payments with respect thereto. 

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right
is evidenced by an Instrument and whether or not it has been earned by performance (including, without limitation, any Account). 
 “Reimbursement Obligation”: the obligation of any Borrower to reimburse the L/C Issuer for amounts drawn under any Letter of Credit. 

“Required Secured Parties” means (i) prior to an acceleration of the Obligations under the Credit Agreement,
the Required Lenders, (ii) after an acceleration of the Obligations under the Credit Agreement but prior to the date upon which the Credit Agreement has terminated by its terms and all of the obligations thereunder have been paid in full,
Lenders holding in the aggregate at least a majority of the total of the Aggregate Revolving Exposure, and (iii) after the Credit Agreement has terminated by its terms and all of the Obligations thereunder have been


  
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paid in full (whether or not the Obligations under the Credit Agreement were ever accelerated), Lenders holding in the aggregate at least a majority of the aggregate net early termination
payments and all other amounts then due and unpaid from any Grantor to the Lenders under swap agreements providing for Swap Obligations, as determined by the Administrative Agent in its reasonable discretion. 

“Securities Act”: the Securities Act of 1933, as amended. 

“Trademarks”: (i) all trademarks, trade names, corporate names, company names, business names, fictitious
business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in
connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law
rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6, and (ii) the right to obtain all renewals thereof. 
 “Trademark License”: any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark. 

1.2 Other Definitional Provisions. 
 (a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified. 
 (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 
 (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

 2. GUARANTEE 

2.1 Guarantee. 
 (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for itself and for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations (other than its own
Borrower Obligations for which it is liable as a Borrower). 
 (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal, foreign, state or other laws relating to
the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2). 

  
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 (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to
time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent hereunder. 

(d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the
obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time
during the term of the Credit Agreement the Borrowers may be free from any Borrower Obligations. 
 (e) No payment made by any
of the Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue
of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations),
remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. 

2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s
right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor hereunder to the Administrative Agent, for
itself and for the ratable benefit of the Lenders, and each Guarantor shall remain liable to the Administrative Agent, for itself and for the ratable benefit of the Lenders, for the full amount guaranteed by such Guarantor hereunder. 

2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any
Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Borrower or any other Guarantor or any collateral security or guarantee
or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect
of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent, for itself and for the ratable benefit of the Lenders, by any Borrower on account of the 

  
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Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation
rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent, for itself and for the ratable benefit of the Lenders, segregated from other
funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be
applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. 
 2.4 Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and
without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower
Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered
in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender
shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto. 

2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual
of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower
Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any of the
Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this
Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor
understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any
other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be 

  
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available to or be asserted by any of the Borrowers or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or
knowledge of any of the Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this
Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset
with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Borrowers, any other Guarantor or any other Person or to
realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve
any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the
purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. 
 2.6
Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise
be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 

2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim in the currency in which such payments are due by the applicable Borrower at the Administrative Agent’s Office. 
 3.
GRANT OF SECURITY INTEREST. 
 3.1 Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby
grants to the Administrative Agent, for itself and for the ratable benefit of the Lenders, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any
time in the future may acquire any right, title or interest (collectively, together with the FH Shares, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations of such Grantor whether as a Borrower or a Guarantor, and in the case of Furmanite Offshore and Furmanite Holding B.V., for the respective Parallel Debts (provided that with respect
to any Grantor that is a Foreign Obligor, the Obligations of such Grantor shall not include any obligations or liabilities owing by any Person that is not a Foreign Obligor): 

  
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 (a) all Accounts; 
 (b) all Chattel Paper; 
 (c) all Copyrights and Intellectual Property; 

(d) all Documents; 
 (e) all Equipment; 
 (f) all Fixtures; 

(g) all General Intangibles, including all Pledged Stock that is a General Intangible; 

(h) all Instruments, including all Intercompany Notes; 
 (i) all Inventory; 
 (j) all Investment Property, including all Pledged Stock that
is Investment Property, but excluding the FH Shares (which shall be subject to the Dutch Deed of Pledge of Shares); 
 (k) all
cash or cash equivalents; 
 (l) all letters of credit, Letter of Credit Rights and Supporting Obligations; 

(m) all Deposit Accounts with any bank or other financial institution; 

(n) all Commercial Tort Claims; 
 (o) all Assigned Contracts; 
 (p) all accessions to, substitutions for and
replacements, proceeds insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General
Intangibles at any time evidencing or relating to any of the foregoing; 
 (q) all books and records pertaining to the
Collateral; and 
 (r) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of
the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; 
 provided, however,
that notwithstanding any of the other provisions set forth in this Section 3, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (i) is prohibited by any
Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such requirement of Law, (ii) with respect to any General Intangible, constitutes a breach or default under or results


  
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in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such General Intangible, except to
the extent that such requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is
ineffective under applicable law, (iii) covers property of any Grantor that is not organized under the laws of the United States or any state thereof, the United Kingdom, Australia or the Netherlands on the date hereof (provided that this
subsection (iii) shall not restrict grants of liens on such property after the date hereof), or (iv) covers property of any Grantor that is located or taken to be located in the State of New South Wales, Australia for the purposes of the
Duties Act 1947 (NSW) on the date hereof (provided that this subsection (iv) shall not restrict grants of liens on such property after the date hereof). 
 Without limiting the Liens created by this Agreement to the extent that this Agreement is effective to create such Liens under applicable law, it is acknowledged and agreed that additional agreements,
instruments, or documents governed by the laws of the United Kingdom, Australia, or the Netherlands are being executed concurrently herewith, and of such jurisdictions and other jurisdictions may be executed after the date hereof, and will be
executed to create Liens in the Collateral and other assets in favor of the Administrative Agent for itself and for the benefit of the Lenders. 

4. REPRESENTATIONS AND WARRANTIES. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby represents and warrants to the Administrative Agent, for itself and for the ratable benefit of the Lenders, that: 

4.1 Title; No Other Liens. Except for the security interest granted to the Administrative Agent for itself and for the ratable
benefit of the Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for itself and for the ratable benefit of the
Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property
owned or developed by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent understands that any such licenses
may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual
Property pursuant hereto. 
 4.2 Perfected First Priority Liens. The security interests granted pursuant to this
Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly
executed form) and other filings and other actions required by the laws of the United Kingdom, Australia, the Netherlands, or the 

  
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jurisdictions in which the Non-Material Foreign Subsidiaries are organized, will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for
the ratable benefit of the Lenders, as collateral security for such Grantor’s Obligations and, further, in the case of Furmanite Offshore and Furmanite Holding B.V., for the respective Parallel Debts, enforceable in accordance with the terms
hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit
Agreement which have priority over the Liens on the Collateral by operation of law, provided that this representation does not include a representation on Liens on Dutch collateral (including but not limited to real estate located in the
Netherlands, Equity Interests of Subsidiaries incorporated in the Netherlands, and Dutch Intellectual Property). The provisions of this Section 4.2 shall not apply to Equity Interests of Non-Material Foreign Subsidiaries. 

4.3 Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor’s jurisdiction of organization,
identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 4. 

4.4 Inventory and Equipment. On the date hereof, (a) the Inventory and the Equipment are kept at the locations listed on
Schedule 5 and (b) no Collateral is located outside the United States, the United Kingdom, Australia, or the Netherlands, or is in the possession of any lessor, bailee, warehouseman or consignee, except as listed on Schedule 5. 

4.5 Investment Property. 
 (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor or, in the
case of Foreign Subsidiary Voting Stock that secures any Obligations owing by any Person that is not a Foreign Obligor, 66% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer. 

(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. 

(c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Each of the Intercompany Notes is unsecured. 
 (d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property, Pledged Notes, and Pledged Stock pledged by it hereunder, free of any and all Liens
or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and the Dutch Deed of Pledge, and the other Liens permitted to exist on the Collateral by the Credit Agreement and/or any other Loan
Document. 

  
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 4.6 Receivables. 

(a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument which has not been
delivered to the Administrative Agent in an amount in excess of $100,000. 
 (b) None of the obligors on any Receivables is a
Governmental Authority. 
 (c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor
in respect of the Receivables will, to the best of such Grantor’s knowledge at such times, be accurate. 
 4.7
Intellectual Property. 
 (a) Schedule 6 lists all material registered Intellectual Property owned by such Grantor in its
own name on the date hereof. 
 (b) On the date hereof, all material Intellectual Property owned by such Grantor, or, to the
knowledge of such Grantor with respect to Intellectual Property licensed by such Grantor, is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person. 

(c) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity
of, or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect. 
 (d) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any (A) Intellectual
Property owned by such Grantor, (B) such Grantor’s ownership interest therein, or (C) to the knowledge of such Grantor, Intellectual Property licensed by such Grantor, or (ii) which would affect the value of any Intellectual
Property, in each case that could reasonably be expected to have a Material Adverse Effect. 
 4.8 Deposit Accounts.

 (a) All of such Grantor’s Deposit Accounts located in the U.S. which may at any time hold balances for a period of three
(3) consecutive Business Days in excess of $1,000,000 are listed on Schedule 4.8. 
 5. COVENANTS. Each Grantor covenants and
agrees with the Administrative Agent, for itself and for the ratable benefit of the Lenders, that, from and after the date of this Agreement until the Obligations shall have been paid in full, no Letter of Credit shall be outstanding and the
Commitments shall have terminated: 
 5.1 Delivery of Instruments and Certificated Securities. If any amount in excess of
$100,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Certificated Security, such Instrument or Certificated Security shall, to the


  
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extent permitted under applicable Law, be promptly delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to
this Agreement. 
 5.2 Maintenance of Insurance. 

(a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies (i) insuring the Inventory and
Equipment subject hereto against loss by fire, explosion, theft and such other casualties as is required by the Credit Agreement and (ii) insuring such Grantor and the Administrative Agent, for itself and for the ratable benefit of the Lenders,
against liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such form and amounts and having such coverage as is customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the respective Grantors operate. 
 (b) All such insurance shall (i) provide that no
cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, and (ii) name the Administrative Agent as insured
party or loss payee. 
 5.3 Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without
limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings,
reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral.

 5.4 Maintenance of Perfected Security Interest; Further Documentation. 

(a) Such Grantor shall maintain the security interest created by this Agreement as, except as otherwise provided herein, a perfected
security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose
of the Collateral. 
 (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and
schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. 

(c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor,
such Grantor will, to the extent permitted under applicable Law, promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for
the purpose of obtaining or preserving the full benefits of this 

  
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Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar
laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain
“control” (within the meaning of the applicable Uniform Commercial Code or other similar laws) with respect thereto; provided that Furmanite Holding B.V. shall not be required to take further action with respect to the Equity Interests of
the Non-Material Foreign Subsidiaries. 
 5.5 Changes in Name, etc. Such Grantor will not, except upon 15 days’
prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and
priority of the security interests provided for herein, (a) change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.3 or
(b) change its name. 
 5.6 Notices. Such Grantor will advise the Administrative Agent and the Lenders promptly, in
reasonable detail, of: 
 (a) any Lien (other than security interests created hereby or Liens permitted under the Credit
Agreement) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and 
 (b) of the occurrence of any other event which could reasonably be expected to have a Material Adverse Effect on the aggregate value of the Collateral or on the security interests created hereby.

 5.7 Investment Property. 
 (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of,
or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall, to the extent permitted under applicable Law, accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust
for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering
such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the
Obligations. Any sums paid upon or in respect of the Investment Property, Pledged Notes, or Pledged Stock upon the liquidation or dissolution of any Issuer shall, to the extent permitted under applicable Law, be paid over to the Administrative Agent
to be held by it hereunder as additional collateral security for the Obligations and, in the case of Furmanite Offshore and Furmanite Holding B.V., for the respective Parallel Debts, and in 

  
 15 









 
case any distribution of capital shall be made on or in respect of the Investment Property, Pledged Notes, or Pledged Stock, or any property shall be distributed upon or with respect to the
Investment Property, Pledged Notes, or Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a
perfected security interest in favor of the Administrative Agent, to the extent permitted under applicable Law, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations and, in the
case of Furmanite Offshore and Furmanite Holding B.V., for the respective Parallel Debts. If any sums of money or property so paid or distributed in respect of the Investment Property, Pledged Notes, or Pledged Stock shall be received by such
Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, as additional
collateral security for the Obligations and, in the case of Furmanite Offshore and Furmanite Holding B.V., for the respective Parallel Debts. 
 (b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature
or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with
respect to, the Investment Property, Pledged Notes, Pledged Stock, or Proceeds thereof (except pursuant to a transaction permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of
any Person with respect to, any of the Investment Property, Pledged Notes, Pledged Stock, or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the other Liens permitted to exist on the
Collateral by the Credit Agreement or any other Loan Document and (iv) enter into any agreement or undertaking (other than this Agreement, the Credit Agreement or any other Loan Document) restricting the right or ability of such Grantor or the
Administrative Agent to sell, assign or transfer any of the Investment Property Pledged Notes, Pledged Stock, or Proceeds thereof. 
 (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it has consented to and will be bound by the terms of this Agreement relating to the Investment Property, Pledged
Notes, and Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in
Section 5.7(a) with respect to the Investment Property, Pledged Notes, and Pledged Stock issued by it, (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required
of it pursuant to Section 6.3(c) or 6.7 with respect to the Investment Property, Pledged Notes, and Pledged Stock issued by it and (iv) it has registered or will register on its books and records the security interest granted under this
Agreement in the Investment Property, Pledged Notes, and Pledged Stock issued by it and will comply with instructions originated by the Administrative Agent with respect to such Investment Property, Pledged Notes, and Pledged Stock without further
consent by the Grantor of such security interest. 

  
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 5.8 Receivables. 

(a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension
of the time of payment of any Receivable that is part of the Collateral, (ii) compromise or settle any such Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any
Receivable, (iv) allow any credit or discount whatsoever on any such Receivable or (v) amend, supplement or modify any such Receivable in any manner that could adversely affect the value thereof. 

(b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that
questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables that are part of the Collateral. 
 5.9 Intercompany Notes. The payment obligations of each maker of each Intercompany Note payable to such Grantor are and shall be subordinated in right of payment to the Obligations of such maker,
whether as a Borrower or as a Guarantor. While any Event of Default exists, such Grantor shall hold in trust and pay over any payments received by it on each Intercompany Note to the Administrative Agent. 

5.10 Intellectual Property. 
 (a) Such Grantor (either itself or through licensees) will (i) except as determined in such Grantor’s reasonable business judgment, continue to use each material Trademark on each and every
trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the
past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Law, (iv) not adopt or use any mark which
is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for itself and for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to this Agreement, and
(v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way. 

(b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any Patent may become
forfeited, abandoned or dedicated to the public unless deemed prudent in the reasonable judgment of the Grantor. 
 (c) Such
Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person. 

(d) Such Grantor will notify the Administrative Agent immediately if it knows, or has reason to know, that any application or
registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any


  
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such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the
validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same. 
 (e) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent
and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in
which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the
Administrative Agent’s security interest in any Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. 
 (f) Unless otherwise deemed prudent in the reasonable business judgment of such Grantor, such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before
the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each
registration of the Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. 
 (g) In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem
appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution. 
 (h) The provisions of this Section 5.10 shall only apply to Intellectual Property that is part of the Collateral. 
 5.11 Commercial Tort Claims. 
 (a) Such Grantor shall promptly, and in any
event within two Business Days after the same is acquired by it, notify the Administrative Agent of any commercial tort claim (as defined in the UCC) acquired by it in an amount in excess of $500,000 and, unless the Administrative Agent otherwise
consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit A hereto, granting to Administrative Agent a first priority security interest in such commercial tort claim. 

5.12 Letter-of-Credit Rights. 
 (a) If such Grantor is or becomes the beneficiary of a letter of credit with a face amount in excess of $500,000, it shall promptly, and in any event within two Business Days


  
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after becoming a beneficiary, notify the Administrative Agent thereof and cause the issuer and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit Rights to the
Administrative Agent and (ii) agree to direct all payments thereunder to a Deposit Account at the Administrative Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with
Section 2.18 of the Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent. 

5.13 Collateral Access Agreements. 
 (a) Such Grantor shall upon the request of the Administrative Agent use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned
property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Collateral with a value in excess of $1,000,000 is stored or located, which agreement or letter shall provide access rights,
contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative
Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located. 

5.14 Assigned Contracts. 
 (a) Such Grantor shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its
business judgment; provided however, that such Grantor shall not take any action or fail to take any action with respect to its Assigned Contracts which would cause the termination of an Assigned Contract. Without limiting the generality of the
foregoing, such Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts.
Such Grantor shall notify the Administrative Agent and the Lenders in writing, promptly after such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned
Contracts, and shall diligently pursue such right and report to the Administrative Agent on all further developments with respect thereto. If such Grantor shall fail after the Administrative Agent’s demand to pursue diligently any right under
its Assigned Contracts, or if an Event of Default then exists, the Administrative Agent may, and at the direction of the Required Secured Parties shall, directly enforce such right in its own or such Grantor’s name and may enter into such
settlements or other agreements with respect thereto as the Administrative Agent or the Required Secured Parties, as applicable, shall determine. In any suit, proceeding or action brought by the Administrative Agent for the benefit of the Lenders
under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, such Grantor shall indemnify and hold the Administrative Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any
defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any
time owing from such Grantor to or in favor of such obligor or its successors. All such obligations of such Grantor shall be and remain enforceable only against such Grantor and shall not be 

  
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enforceable against the Administrative Agent or the Lenders. Notwithstanding any provision hereof to the contrary, such Grantor shall at all times remain liable to observe and perform all of its
duties and obligations under its Assigned Contracts, and the Administrative Agent’s or any Lender’s exercise of any of their respective rights with respect to the Collateral shall not release such Grantor from any of such duties and
obligations. Neither the Administrative Agent nor any Lender shall be obligated to perform or fulfill any of such Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the
nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any
amounts, or any delivery of any property. 
 5.15 Deposit Accounts. 

(a) Such Grantor will provide to the Administrative Agent upon the Administrative Agent’s request, a Deposit Account Control
Agreement duly executed on behalf of each financial institution holding a Deposit Account of such Grantor located in the United States which may at any time hold balances for a period of three (3) consecutive Business Days in excess of
$1,000,000 as set forth in this Security Agreement. 
 (b) Before opening or replacing any Deposit Account located in the United
States which may at any time hold balances for a period of three (3) consecutive Business Days in excess of $1,000,000, the Company and each Domestic Subsidiary Guarantor shall (i) notify the Administrative Agent in writing of the opening
of such other Deposit Account, and (ii) if requested by the Administrative Agent, cause each bank or financial institution in which it seeks to open a Deposit Account, to enter into a Deposit Account Control Agreement with the Administrative
Agent in order to give the Administrative Agent Control of such Deposit Account. In the case of Deposit Accounts maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.

 6. REMEDIAL PROVISIONS 
 6.1 Certain Matters Relating to Receivables. 
 (a) During the continuance
of any Event of Default, the Administrative Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and
information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall furnish to
the Administrative Agent reports (from Persons and in a form reasonably satisfactory to the Administrative Agent) showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. 

(b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative
Agent’s direction and control, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any


  
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time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two
Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject
to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from
other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 

(c) At the Administrative Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents
evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. 

(d) The provisions of this Section 6.1 shall only apply to Receivables that are part of the Collateral. 

6.2 Communications with Obligors; Grantors Remain Liable. 

(a) The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of
an Event of Default communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables. 

(b) Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each
Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Administrative Agent for the ratable benefit of the Lenders and that payments in respect thereof shall be made directly to the Administrative Agent.

 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to
observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any Lender shall have any obligation or
liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the Administrative Agent or any
Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any
payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to
which it may be entitled at any time or times. 

  
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 (d) The provisions of this Section 6.2 shall only apply to Receivables that are part of
the Collateral. 
 6.3 Pledged Stock. 
 (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of
business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property or Pledged Stock;
provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent
with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. 
 (b) If
an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all
cash dividends, payments or other Proceeds paid in respect of the Investment Property, Pledged Notes, or Pledged Stock and, to the extent permitted under applicable Law, make application thereof to the Obligations in such order as the Administrative
Agent may determine, and (ii) any or all of the Investment Property, Pledged Notes, and Pledged Stock, other than the FH Shares, shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its
nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property or Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of
conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property, Pledged Notes, or Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange
at its discretion any and all of the Investment Property, Pledged Notes, and Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer,
or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, Pledged Notes, or Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of
the Investment Property, Pledged Notes, or Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to
account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 

(c) Each Grantor hereby authorizes and instructs, to the extent permitted under applicable Law, each Issuer of any Investment Property,
Pledged Note, or Pledged Stock pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is


  
 22 









 
continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be
fully protected in so complying, and (ii) unless otherwise expressly permitted hereby and/or the Dutch Deed of Pledge of Shares, pay any dividends or other payments with respect to the Investment Property, Pledged Notes, and Pledged Stock
directly to the Administrative Agent. 
 6.4 Proceeds to be Turned Over To Administrative Agent. In addition to the
rights of the Administrative Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other
near-cash items shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the
exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral Account maintained
under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the
Obligations and, in the case of Furmanite Offshore and Furmanite Holding B.V., for the respective Parallel Debts, and shall not constitute payment thereof until applied as provided in Section 6.5. 

6.5 Application of Proceeds. At such intervals as may be agreed upon by the Borrowers and the Administrative Agent, or, if an
Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may, to the extent permitted under applicable Law, apply all or any part of Proceeds constituting Collateral,
whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the order set forth in Section 2.18 of the Credit Agreement. 

6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the
Lenders, may, to the extent permitted under applicable Law, exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations and, in
the case of Furmanite Offshore and Furmanite Holding B.V., to the respective Parallel Debts, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the
Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral other than the FH Shares (remedies in respect of which shall be governed by the Dutch
Deed of Pledge of Shares and the applicable laws of the Netherlands), or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver such Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for future 

  
 23 









 
delivery without assumption of any credit risk. The Administrative Agent or any Lender shall, to the extent permitted under applicable Law, have the right upon any such public sale or sales, and
upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the
Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, the foregoing
to the extent permitted under applicable Law. The Administrative Agent shall, to the extent permitted under applicable Law, apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and
expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including,
without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the
Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent
permitted under applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 
 6.7 Registration Rights. 
 (a) Each Grantor recognizes that the
Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may, to the extent permitted under
applicable Law, be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view
to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof
to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. 
 (b) Each Grantor agrees to use its diligent commercial efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock
pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the
Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically
enforceable against such Grantor, and such Grantor hereby 

  
 24 









 
waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

 6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition
of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. 
 7. THE ADMINISTRATIVE AGENT 
 7.1 Administrative Agent’s Appointment
as Attorney-in-Fact, etc. 
 (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any
officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose
of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the
generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: 

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes,
acceptances or other instruments for the payment of moneys due under any Receivable or Contract subject to this Agreement or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity
or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such Receivable or Contract or with respect to any other Collateral whenever payable; 

(ii) in the case of any Intellectual Property subject to this Agreement, execute and deliver, and have recorded, any and all agreements,
instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor
relating thereto or represented thereby; provided that there shall be a separate filing with the United States Patent and Trademark Office as to each application for a Patent, as opposed to a filing that describes more than one application
for a Patent; 
 (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any
repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; 
 (iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and


  
 25 









 (v) (A) direct any party liable for any payment under any of the Collateral to make payment
of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other
amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the Collateral; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any
portion thereof and to enforce any other right in respect of any Collateral; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (G) assign any Patent or Trademark subject to this Agreement (along with the goodwill of the business to which any such
Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such
Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the Lenders’ security
interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 
 Anything
in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and
be continuing. 
 (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative
Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 
 (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest
rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to the Administrative Agent on demand. 
 (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or
cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

 7.2 Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping
and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as 

  
 26 









 
the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall
be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to
take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in
the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 

7.3 Execution of Financing Statements. Pursuant to any applicable law, each Grantor authorizes the Administrative Agent to file or
record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect
the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all assets” in any such financing statements. Each Grantor hereby ratifies and
authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof. Notwithstanding the foregoing, that there shall be a separate filing with the United States Patent and
Trademark Office as to each application for a Patent, as opposed to a filing that describes more than one application for a Patent. 
 7.4 Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the
Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the
Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative
Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

 8. MISCELLANEOUS 
 8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.02 of the Credit
Agreement. 
 8.2 Notices. All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder
shall be effected in the manner provided for in Section 10.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on
Schedule 1. 

  
 27 









 8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative
Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of
Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law. 
 8.4 Enforcement Expenses; Indemnification. 

(a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in
collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation,
the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. 
 (b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp,
excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. 

(c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the
extent the Borrowers would be required to do so pursuant to Section 10.03 of the Credit Agreement. 
 (d) The agreements in
this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. 
 8.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the Lenders and their
successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent. 

8.6 Set-Off. Each Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time
while an Event of Default shall have occurred 

  
 28 









 
and be continuing, without notice to such Grantor or any other Grantor, any such notice being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by
the Administrative Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such
Grantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any
other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or
unmatured. The Administrative Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender under this Section 8.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off)
which the Administrative Agent or such Lender may have. 
 8.7 Conflict with Dutch Deeds of Pledge. In the event of any
inconsistency between the provisions of this Agreement, the Credit Agreement and/or any other Loan Document on the one hand and the Dutch Deeds of Pledge on the other hand, the Dutch Deeds of Pledge will prevail to the extent that such provisions
deal with the FH Shares and other Collateral purported to be pledged under the Dutch Deeds of Pledge. 
 8.8
Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. 
 8.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 8.10 Section
Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

8.11 Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent
and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set
forth or referred to herein or in the other Loan Documents. 

  
 29 









 8.12 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 8.13 Submission To Jurisdiction; Waivers. Each
Grantor hereby irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non exclusive general jurisdiction of any U.S. Federal or New York State court sitting in
New York, New York; 
 (b) consents that any such action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and 
 (e) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. 
 8.14 Acknowledgements. Each Grantor hereby acknowledges that: 
 (a) it has
been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party; 
 (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and
the relationship between the Grantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and 

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Grantors and the Lenders. 
 8.15 Additional Grantors. Each Subsidiary of the
Company that is required to become a party to this Agreement pursuant to Section 5.17 and/or Section 5.19 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of
an Assumption Agreement in the form of Annex 1 hereto. 

  
 30 









 8.16 Releases. 

(a) At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Swap Obligations or Banking Services
Obligations) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those
expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the
Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such termination. 
 (b) If any of the Collateral shall be sold,
transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other
documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense of the Company, a Guarantor shall be released from its obligations hereunder in the event that all the Equity
Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Company shall have delivered to the Administrative Agent, at least three Business Days prior
to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together
with a certification by the Company stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents. 
 8.17 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR
ANY COUNTERCLAIM THEREIN. 
 8.18 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other
currency on the Business Day preceding that on which final judgment is given. The obligation of each Grantor in respect of any such sum due from it to the Administrative Agent or any Lender hereunder shall, notwithstanding any judgment in a currency
(the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent
that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Grantor in the


  
 31 









 
Agreement Currency, such Grantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such
loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of
any excess to such Grantor (or to any other Person who may be entitled thereto under applicable law) 
 8.19 Entire
Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES. 

  
 32 









 IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Collateral
Agreement to be duly executed and delivered as of the date first above written. 
  

					
	FURMANITE WORLDWIDE, INC.	  	 	  	 
			
	
By:                       
                                         
                                         
              
	  		  	
	 Name: Robert S. Muff
	  		  	
	 Title: Principal Financial Officer
	  		  	
			
	 FURMANITE INTERNATIONAL FINANCE LIMITED
	  		  	
			
	 Acting by:

 
	  		  	 In the presence of:
  

	 Name: Robert S. Muff
	  		  	Name: Sheila Williams
	 Title: Director
	  		  	Title: Assistant Secretary
			
	 FURMANITE LIMITED
	  		  	
			
	 Acting by:

 
	  		  	 In the presence of:

	 Name: Robert S. Muff
	  		  	Name: Sheila Williams
	 Title: Director
	  		  	Title: Assistant Secretary
			
	 FURMANITE OFFSHORE SERVICES, INC.
	  		  	
			
	
By:                       
                                         
                                         
              
	  		  	
	 Name: Robert S. Muff
	  		  	
	 Title: Principal Financial Officer
	  		  	
			
	 FURMANITE AMERICA, INC.
	  		  	
			
	
By:                       
                                         
                                         
              
	  		  	
	 Name: Robert S. Muff
	  		  	
	 Title: Principal Financial Officer
	  		  	

 [Signature Page to Guaranty and Collateral Agreement] 







  

					
	FURMANITE US GSG LLC	 	 	  	 
			
	 By: Furmanite America, Inc., its sole member
	 		  	
			
	
By:                       
                                         
                                         
              
	 		  	
	 Name: Robert S. Muff
	 		  	
	 Title: Principal Financial Officer
	 		  	
			
	 FURMANITE HOLDING B.V.
	 		  	
			
		 		  	
	 Name: Robert Scott Muff
	 		  	
	 Title: Director A
	 		  	
			
	 FURMANITE 1986
	 		  	
			
	 Acting by:

 
	 		  	 In the presence of:
  

	 Name: Robert S. Muff
	 		  	Name: Sheila Williams
	 Title: Director
	 		  	Title: Assistant Secretary
			
	 FURMANITE GSG LIMITED
	 		  	
			
	 Acting by:

 
	 		  	 In the presence of:
  

	 Name: Robert S. Muff
	 		  	Name: Sheila Williams
	 Title: Director
	 		  	Title: Assistant Secretary
			
	 FURMANITE INTERNATIONAL LIMITED
	 		  	
			
	 Acting by:

 
	 		  	 In the presence of:
  

	 Name: Robert S. Muff
	 		  	Name: Sheila Williams
	 Title: Director
	 		  	 Title: Assistant Secretary


 [Signature Page to Guaranty and Collateral Agreement] 








					
	FURMANITE AUSTRALIA PTY LTD	 		  	
	 in accordance with section 127(1) of the Corporations
 Act 2001 (cwlth) by authority of its director:
	 		  	
			
	By:                             
                                         
                                         
       	 		  	By:                            
                                         
                                         
   
	Name: Robert S. Muff	 		  	Name: Joseph E. Milliron
	Title: Director	 		  	Title: Director
			
	FURMANITE MALAYSIA LLC	 		  	
			
	By: Furmanite Holding B.V., its sole member	 		  	
			
	 	 		  	
	Name: Robert Scott Muff	 		  	
	Title: Director A	 		  	
			
	SELF LEVELING MACHINES, INC.	 		  	
			
	By:                             
                                         
                                         
       	 		  	
	Name: Robert S. Muff	 		  	
	Title: Principal Financial Officer	 		  	
			
	ADVANCE INTEGRITY SOLUTIONS, INC.	 		  	
			
	By:                             
                                         
                                         
       	 		  	
	Name: Robert S. Muff	 		  	
	Title: Principal Financial Officer	 		  	
			
	ACCEPTED AND AGREED:	 		  	
			
	JPMORGAN CHASE BANK, N.A.,	 		  	
	as Administrative Agent	 		  	
			
	By:                             
                                         
                                         
       	 		  	
	Name: Jim Cunningham	 		  	
	Title: Banker Senior — MM	 		  	

 [Signature Page to Guaranty and Collateral Agreement] 







 Schedule 1 
 NOTICE ADDRESSES OF GRANTORS 
  

			
	 Grantor
	  	 Notice Address

		
	1. Furmanite Worldwide, Inc.	  	2435 N. Central Expressway, Suite 700
Richardson, Texas 75080
		
	2. Furmanite International Finance Limited	  	Furman House Shap Road
Kendal Cumbria LA9 6RU
		
	3. Furmanite Limited	  	Furman House Shap Road
Kendal Cumbria LA9 6RU
		
	4. Furmanite Offshore Services, Inc.	  	2435 N. Central Expressway, Suite 700
Richardson, Texas 75080
		
	5. Furmanite America, Inc.	  	2435 N. Central Expressway, Suite 700
Richardson, Texas 75080
		
	6. Furmanite US GSG LLC	  	2435 N. Central Expressway, Suite 700
Richardson, Texas 75080
		
	7. Furmanite Holding B.V.	  	 P.O. Box 52380, 3008 HG Rotterdam
 Driemanssteeweg 150
 3084 CB Rotterdam The Netherlands

		
	8. Furmanite 1986	  	Furman House Shap Road
Kendal Cumbria LA9 6RU
		
	9. Furmanite GSG Limited	  	Furman House Shap Road
Kendal Cumbria LA9 6RU
		
	10. Furmanite International Limited	  	Furman House Shap Road
Kendal Cumbria LA9 6RU
		
	11. Furmanite Australia Pty Ltd	  	4 Gateway Court Port
Melbourne, Victoria 3207 Australia
		
	12. Furmanite Malaysia LLC	  	2435 N. Central Expressway, Suite 700
Richardson, Texas 75080
		
	13. Self Leveling Machines, Inc.	  	2435 N. Central Expressway, Suite 700
Richardson, Texas 75080
		
	14. Advance Integrity Solutions, Inc.	  	2435 N. Central Expressway, Suite 700
Richardson, Texas 75080


  
 36 









 Schedule 2 
 DESCRIPTION OF INVESTMENT PROPERTY 
 Pledged Stock: 

 

											
	 	  	 Issuer
	  	 Class of

Stock
	  	 Holder
	  	 Stock

Certificate

No.
	  	 No. of Shares

	1.	  	Furmanite Offshore Services, Inc.	  	Common Stock	  	Furmanite Worldwide, Inc.	  	2	  	1,000
		  	  
	  	  
	  	  
	  	  
	  	  

	2.	  	Furmanite America, Inc.	  	Common Stock	  	Furmanite Worldwide, Inc.	  	28	  	33,861
		  	  
	  	  
	  	  
	  	  
	  	  

	3.	  	Furmanite Holding B.V.	  	Common Stock	  	Furmanite Offshore Services, Inc.	  	N/A	  	142
		  	  
	  	  
	  	  
	  	  
	  	  

	4.	  	Furmanite International Finance Limited	  	Common Stock	  	Furmanite Worldwide, Inc.	  	1	  	1,000
		  	  
	  	  
	  	  
	  	  
	  	  

	5.	  	Furmanite Australia Pty Ltd	  	Common Stock	  	Furmanite Holding B.V.	  	10	  	4,689,046
		  	  
	  	  
	  	  
	  	  
	  	  

	6.	  	Furmanite Limited	  	Common Stock	  	Furmanite Holding B.V.	  	17	  	9,784,247
		  	  
	  	  
	  	  
	  	  
	  	  

	7.	  	Furmanite GSG Limited	  	Common Stock	  	Furmanite 1986	  	1	  	1
		  	  
	  	  
	  	  
	  	  
	  	  

	8.	  	Furmanite 1986	  	Common Stock	  	Furmanite Limited	  	741	  	2,999,546
		  	  
	  	  
	  	  
	  	  
	  	  

	9.	  	Furmanite International Limited	  	Common Stock	  	Furmanite 1986	  	1	  	732,670
		  	  
	  	  
	  	  
	  	  
	  	  

	10.	  	Self Leveling Machines, Inc.	  	Common Stock	  	Furmanite Worldwide, Inc.	  	10	  	1,000
		  	  
	  	  
	  	  
	  	  
	  	  

	11.	  	Advance Integrity Solutions, Inc.	  	Common Stock	  	Furmanite America, Inc.	  	1010	  	1,000
		  	  
	  	  
	  	  
	  	  
	  	  

	12.	  	 All Non-Material Subsidiaries of Furmanite Holding B.V., including without limitation:

Metaholding B.V.
 Furmanite B.V.

Furmanite GSG B.V.
 Furmanite BVBA

Furmanite GSG BVBA
 Furmanite AB

Furmanite A/S
 Self Leveling Machines
LLC
 SLMM PTE Ltd.
 Furmanite Aruba
N.V.
 Furmanite Kazakhstan LLP

Furmanite Azerbajan LLP
 Furmanite SAS

Furmanite Holding AS
 Furmanite NZ
Limited
 Furmanite Mechanical

Technology Services Co.,
 Ltd.

Furmanite Singapore PTE Ltd.
 Fuji Furmanite
Company Limited
	  		  	Furmanite Holding B.V.	  		  	


  
 37 









 LLC Interests: 
  

							
	 	  	 Issuer
	  	 Holder
	  	 Ownership Percentage

	1.	  	Furmanite US GSG LLC	  	Furmanite America, Inc.	  	100%
	2.	  	Furmanite Malaysia LLC	  	Furmanite Holding B.V.	  	100%

 Pledged Notes: 
 That certain Subordinated Unsecured Revolving Intercompany Note, dated as of March 5, 2012, executed by the Company and certain of its Subsidiaries as Borrowers and Lenders. 

  
 38 









 Schedule 3 
 FILINGS AND OTHER ACTIONS 
 REQUIRED TO PERFECT SECURITY INTERESTS

 Uniform Commercial Code Filings 
  

			
	Debtor	  	Filing Office
	 Furmanite Worldwide, Inc.
	  	Delaware
	 Furmanite International Finance Limited
	  	District of Columbia
	 Furmanite Limited
	  	District of Columbia
	 Furmanite Offshore Services, Inc.
	  	Delaware
	 Furmanite America, Inc.
	  	Virginia
	 Furmanite US GSG LLC
	  	Delaware
	 Furmanite Holding B.V.
	  	District of Columbia
	 Furmanite 1986
	  	District of Columbia
	 Furmanite GSG Limited
	  	District of Columbia
	 Furmanite Australia Pty Ltd
	  	District of Columbia
	 Furmanite Malaysia LLC
	  	Delaware
	 Furmanite International Limited
	  	District of Columbia
	 Self Leveling Machines, Inc.
	  	Texas
	 Advance Integrity Solutions, Inc.
	  	Texas

 Patent and Trademark Filings 

 

			
	Debtor	  	Filing Office
	 Furmanite Worldwide, Inc.
	  	United States Patent and Trademark Office
	 Self Leveling Machines, Inc.
	  	United States Patent and Trademark Office
	 Furmanite Australia Pty Ltd
	  	United States Patent and Trademark Office
	 Furmanite International Limited
	  	United States Patent and Trademark Office
	 Furmanite America, Inc.
	  	United States Patent and Trademark Office
	 Furmanite US GSG LLC
	  	United States Patent and Trademark Office

 Actions with respect to Pledged Stock and Notes 

Delivery of stock certificates and to the extent requested by Administrative Agent, notation of such Liens on the books and records of
the Issuer. 
 Other Actions 
 Actions required to perfect such Liens under the applicable laws of Australia, the United Kingdom or the Netherlands. 

  
 39 









 Schedule 4 
 LOCATION OF JURISDICTION OF ORGANIZATION 
 AND CHIEF EXECUTIVE OFFICE

  

							
	 Debtor
	  	 Jurisdiction of

Organization
	  	 Chief Executive Office
	  	 Entity ID

	 1. Furmanite Worldwide, Inc.
	  	Delaware	  	 2435 N. Central Expy, Suite 700
 Richardson, TX 75080
	  	2258126
	 2. Furmanite International Finance Limited
	  	UK	  	 Furman House Shap Road

Kendal Cumbria LA9 6RU
	  	05764823
	 3. Furmanite Limited
	  	UK	  	 Furman House Shap Road

Kendal Cumbria LA9 6RU
	  	02530049
	 4. Furmanite Offshore Services, Inc.
	  	Delaware	  	 2435 N. Central Expy, Suite 700
 Richardson, TX 75080
	  	2763052
	 5. Furmanite America, Inc.
	  	Virginia	  	 2435 N. Central Expy, Suite 700
 Richardson, TX 75080
	  	0140598
	 6. Furmanite US GSG LLC
	  	Delaware	  	 2435 N. Central Expy, Suite 700
 Richardson, TX 75080
	  	4061543
	 7. Furmanite Holding B.V.
	  	Netherlands	  	 P.O. Box 52380, 3008 HG

Rotterdam
 Driemanssteeweg 150

3084 CB Rotterdam
 The
Netherlands
	  	24177854
	 8. Furmanite 1986
	  	UK	  	 Furman House Shap Road

Kendal Cumbria LA9 6RU
	  	02004499
	 9. Furmanite GSG Limited
	  	UK	  	 Furman House Shap Road

Kendal Cumbria LA9 6RU
	  	05655073
	 10. Furmanite International Limited
	  	UK	  	 Furman House Shap Road

Kendal Cumbria LA9 6RU
	  	00238721
	 11. Furmanite Australia Pty Ltd
	  	Australia	  	 4 Gateway Court Port

Melbourne, Victoria 3207

Australia
	  	ABN 58 078 420 112
	 12. Furmanite Malaysia LLC
	  	Delaware	  	 2435 N. Central Expy, Suite 700
 Richardson, TX 75080
	  	3317477
	 13. Self Leveling Machines, Inc.
	  	Texas	  	 2435 N. Central Expy, Suite 700
 Richardson, TX 75080
	  	130723800
	 14. Advance Integrity Solutions, Inc.
	  	Texas	  	 2435 N. Central Expy, Suite 700
 Richardson, TX 75080
	  	801135296


  
 40 









 Schedule 4.8 
 DEPOSIT ACCOUNTS 
  

					
	 Name of Grantor
	  	 Name of Institution
	  	 Account Number

	 Furmanite Worldwide, Inc.
	  	Compass Bank	  	2520835655
	 Furmanite America, Inc.
	  	Compass Bank	  	2520835701


  
 41 









 Schedule 5 
 LOCATIONS OF INVENTORY AND EQUIPMENT 
 AUSTRALIA 

 

			
	 Entity
	  	 Address

	 Furmanite Australia Pty Ltd
	  	 4 Gateway Court
 Port
Melbourne, VIC 3207

		
		  	 19 Gibbs Street
 Wynnum, QLD
4178

		
		  	 9 Cotton Street
 Gladstone,
QLD 4680

		
		  	 2/309 Mermaid Road
 Burrup
Penninsula, WA 6713

		
		  	 115 Alexanders Road

Morwell, VIC 3840

		
		  	 5/1-5 Industrial Road

Unanderra, NSW 2526

		
		  	 8/114 Gilba Road
 Girraween,
NSW 2145

		
		  	 29 Rollings Crescent

Kwinana, WA 6167

		
		  	 507 Cross Keys Rd
 Cavan, SA
5094


 UNITED KINGDOM 
  

			
	 Entity
	  	 Address

	 Furmanite International Limited

Furmanite Limited

Furmanite 1986
 Furmanite GSG Limited
 Furmanite International
Limited
	  	 Furman House Shap Road
 Kendal,
Cumbria LA9 6RU

		  	 Bay 3 Kendal,
 Cumbria LA9
6RU

		
		  	 Parkhill Road
 Kingstown
Industrial Estate
 Carlisle, Cumbria CA3 0EX



  
 42 










			
	 Entity
	  	 Address

		  	 Thompson House,
 Thompson
St,
 Thompson Close Whittington Moor

Chesterfield, Derbyshire S41 9AZ

		
		  	 D16 Wellheads Industrial Centre
 Wellheads Crescent Dyce,
 Aberdeen AB21 7GA

		
		  	 P.O. Box 30
 Bo’ness
Road
 Grangemouth FK 3 9XQ

		
		  	 Worldwide Way Kiln Lane

Industrial Estate Stallingbrough,
 Grimsby North
East
 Lincolnshire DN41 8DY

		
		  	 Owens Road Skippers Lane

Industrial Estate South Bank,
 Middlesbrough
Cleveland TS6 6HE

		
		  	 Sunningdale House

Sunningdale Road
 South Park Industrial Estate
Scunthorpe,
 Lincolnshire DN16 3RN

		
		  	 10 Dunlop Way
 Queensway
Industrial Estate Scunthrope,
 Lincolnshire DN16 3RN

		
		  	 7 Colville Court
 Winwick
Quay Warrington,
 Cheshire WA2 8 QT

		
		  	 PO Box 137
 The Wilton
International Site
 Wilton, Redcar TS10 4YB


 UNITED STATES 
  

			
	 Entity
	  	 Address

	 Furmanite America, Inc.

Furmanite Offshore Services, Inc.

Furmanite America, Inc.

Furmanite US GSG LLC

Furmanite Malaysia LLC
	  	 123 Park Drive
 Saraland, AL
36571



  
 43 










			
	 Entity
	  	 Address

		  	 410 South College, Unit H

El Dorado, AR 71730

		
		  	 3000 Bayshore Road
 Benicia,
CA 94510

		
		  	 19700 Magellan Drive

Torrance, CA 90502

		
		  	 850 East 73 rd Avenue Unit 9

Denver, CO 80229

		
		  	 408 Woodmont Road
 Milford,
CT 06460

		
		  	 4133 N. Canal Street

Jacksonville, FL 32209

		
		  	 407 Old Mill Road

Cartersville, GA 30120

		
		  	 91-220 Kalaeloa Blvd. Unit B

Kapolei, HI 96707

		
		  	 10 Eisenhower Lane,
 North
Lombard, IL 60148

		
		  	 1931 Northwind Parkway

Hobart, IN 46342

		
		  	 524 Oil Hill Road
 El
Dorado, KS 67042

		
		  	 2601 Grassland Drive

Louisville, KY 40299

		
		  	 200 Woodland Drive
 LaPlace,
LA 70068

		
		  	 215 N. Beglis Pkwy
 Sulphur,
LA 70663

		
		  	 460 Spiral Blvd Unit #3

Hastings, MN 55033

		
		  	 1224 Forest Pkwy, Suite #120

Paulsboro, NJ 08066

		
		  	 2461 Iorio St.
 Union, NJ
07083



  
 44 










			
	 Entity
	  	 Address

		  	 1200 Atando Avenue, Suite A

Charlotte, NC 28206

		
		  	 2271 N. Moraine Dr
 Dayton,
OH 45439

		
		  	 9740 S. 219th East Ave.

Broken Arrow, OK 74014

		
		  	 1200 N. 43rd Street East

Muskogee, OK 74403

		
		  	 711 Parkway View Drive

Pittsburgh, PA 15205

		
		  	 705 Langham Drive, Suite K

Beaumont, TX 77707

		
		  	 2310 Joyce Drive
 Corpus
Christi, TX 78417

		
		  	 6330 Dixie Drive
 Houston,
TX 77087

		
		  	 101 Old Underwood Rd, Unit E

La Porte, TX 77571

		
		  	 2435 North Central Express Way
 Suite 700/800
 Richardson, TX 75080

		
		  	 3782 West 2340 South, Suite C

West Valley City, UT 84120

		
		  	 1447 W. 27th Street

Norfolk, VA 23508

		
		  	 8045 Leesburg Pike, Suite 400

Vienna, VA 22182

		
		  	 7820 South 196th St, Bldg. #4

Kent, WA 98032

		
		  	 170 Lost Pavement Rd

Parkersburg, WV 26101

		
		  	 1810 S. Milestone, Suite A

Salt Lake City, UT 84104

		
		  	 35598 Highway 30
 Geismar,
LA 70734



  
 45 










			
	 Entity
	  	 Address

	 Self Leveling Machines, Inc.
	  	 25123 Harper Drive
 The
Woodlands, TX 77380



  
 46 









 Schedule 6 
 PATENTS AND PATENT APPLICATIONS 
  

							
	 Reg. No.
	 	  	 Country
	  	 Description

	 	45901/02	  	  	Australia	  	Damping of conductor tubes
	 	645640	  	  	Australia	  	Machining apparatus
	 	2011901838	  	  	Australia	  	Surface machining apparatus
	 	1308043	  	  	Canada	  	Leak sealing-packing seals for leak sealing clamps suitable for on-line leak sealing
	 	2434109	  	  	Canada	  	Damping of conductor tubes
	 	2085244	  	  	Canada	  	Leak sealing
	 	0600344	  	  	Germany	  	Sealing pipe and flanged joints
	 	0600345	  	  	Germany	  	Leak sealing
	 	0493020	  	  	International	  	Machining apparatus provided with tool-position adjustment means
	 	GB1990/01824	  	  	International	  	Hydraulic joint testing
	 	193673	  	  	Netherlands	  	Hydraulic joint testing (ESDV)
	 	194014	  	  	Netherlands	  	Mechanical stop AWR AP 2866
	 	194512	  	  	Netherlands	  	Valve cap assembly (ESDV)
	 	9022044	  	  	Netherlands	  	Hydraulic joint testing
	 	9002608	  	  	Netherlands	  	Improvements in or relating to mechanical clamps
	 	9100106	  	  	Netherlands	  	Valve cap assembly
	 	172762	  	  	Norway	  	Valve housing, AWR AP2866
	 	20022768	  	  	Norway	  	Damping of conductor tubes
	 	304561	  	  	Norway	  	Mechanical Stop AWR AP 2866
	 	304565	  	  	Norway	  	Hydraulic joint test (ESDV)
	 	2238970	  	  	UK	  	Machining apparatus
	 	1369125	  	  	UK	  	Silk and design 7
	 	2238593	  	  	UK	  	Improvements in or relating to mechanical clamps
	 	2238620	  	  	UK	  	Joint tester
	 	2240834	  	  	UK	  	AWR AP2866
	 	2262900	  	  	UK	  	Shaft machining
	 	2377479	  	  	UK	  	Damping of conductor tubes
	 	6,739,926	  	  	USA	  	Damping of conductor tubes
	 	RE35116	  	  	USA	  	Method & apparatus to facilitate the injection of sealant into a pressurized fluid member


  
 47 










							
	 Reg. No.
	 	  	 Country
	  	 Description

	 	5,062,439	  	  	USA	  	Method & apparatus to facilitate the injection of sealant into a pressurized fluid member
	 	6,244,138	  	  	USA	  	torque reaction device
	 	5,558,265	  	  	USA	  	friction welding apparatus
	 	6,296,006	  	  	USA	  	System & method for sealing leaks in vessels
	 	5,735,447	  	  	USA	  	friction welding apparatus
	 	5,183,365	  	  	USA	  	boring and surfacing machine
	 	5,044,844	  	  	USA	  	Machining apparatus
	 	5,240,359	  	  	USA	  	Machining Apparatus
	 	6,832,424	  	  	USA	  	Symmetrical Mill
	 	6,827,530	  	  	USA	  	Symmetrical Mill
	 	4,950,000	  	  	USA	  	Flanged Pipeline Connections
	 	4,428,223	  	  	USA	  	Apparatus for Periodically Testing the Operation of Safety Valves
	 	4,114,654	  	  	USA	  	Tube Plug

 TRADEMARKS 
  

											
	 Registration-

Application
	 	  	Trademark #	 	  	 Country
	  	 Description/Class

	 	039050	  	  	 	052472	  	  	Algeria	  	Furmanite 1, 8
	 	2090904	  	  	 	1692575	  	  	Argentina	  	Furmanite 11
	 	2090903	  	  	 	1692574	  	  	Argentina	  	Furmanite 17, 37
	 	2090902	  	  	 	1692573	  	  	Argentina	  	Trevitest 37
	 	2090901	  	  	 	1692572	  	  	Argentina	  	Trevitest 9
				  	 	1272685	  	  	Australia	  	IPSCO
	 	962034	  	  	 	632034	  	  	Australia	  	SMARTSHIM 37, 42
				  	 	086871	  	  	Austria	  	Furmanite 1,8,17
				  	 	4150	  	  	Bahrain	  	Furmanite 17
	 	4750791	  	  				  	Benelux	  	IPSCO
				  	 	0547168	  	  	Benelux	  	Trevitest 7, 9, 37, 42
				  	 	0304596	  	  	Benelux	  	Furmanite 1, 8
				  	 	200898	  	  	Benelux	  	IPSCO
				  	 	76/3615	  	  	Bophuthatswana	  	Furmanite 1
	 	899192	  	  	 	TMA572289	  	  	Canada	  	Torque Tamer
	 	1342053	  	  				  	Canada	  	Furmanite
	 	815699	  	  	 	851699	  	  	Chile	  	Furmanite 17


  
 48 










											
	 Registration-

Application
	 	  	Trademark #	 	  	 Country
	  	 Description/Class

	 	851700	  	  	 	851700	  	  	Chile	  	Furmanite 35, 37
	 	6435390	  	  	 	ZC6435390SL	  	  	China	  	Furmanite 6
	 	appl #6435381	  	  				  	China	  	Trevitest 42
	 	appl #6435382	  	  				  	China	  	Trevitest 37
	 	appl #6435383	  	  				  	China	  	Trevitest 9
	 	appl #6435384	  	  				  	China	  	Trevitest 7
	 	appl #6435385	  	  				  	China	  	Furmanite 42
	 	appl #6435386	  	  				  	China	  	Furmanite 37
	 	appl #6435387	  	  				  	China	  	Furmanite 17
	 	appl #6435388	  	  				  	China	  	Furmanite 9
	 	appl #6435389	  	  				  	China	  	Furmanite 7
	 	appl#6435397	  	  				  	China	  	SmartSHIM 42
	 	appl #6435398	  	  				  	China	  	SmartSHIM 37
	 	168917	  	  	 	168917	  	  	Czech Republic	  	Furmanite 1, 17
	 	168436	  	  	 	168436	  	  	Czech Republic	  	Trevitest 9
	 	2282/77	  	  	 	2282/77	  	  	Denmark	  	Furmanite
	 	052481	  	  	 	052481	  	  	Egypt	  	Furmanite 1
	 	32342	  	  	 	000032342	  	  	European Union	  	Furmanite 1, 8, 17, 37
	 	32334	  	  	 	000032334	  	  	European Union	  	Silk
	 	32326	  	  	 	000032326	  	  	European Union	  	Trevitest7, 9, 37, 72
	 	32359	  	  	 	000032359	  	  	European Union	  	Furmatec 7,8,9,42
	 	E5271119	  	  	 	005271119	  	  	European Union	  	Furmasteel
	 	005271093	  	  	 	005271093	  	  	European Union	  	Furmanite 6,7,9,17,19,42
	 	74030	  	  	 	74030	  	  	Finland	  	Furmanite 1
	 	T200900312	  	  	 	245951	  	  	Finland	  	IPSCO
	 	1364813	  	  	 	1364813	  	  	France	  	Furmanite 1
	 	09/3647076	  	  	 	not issued	  	  	France	  	IPSCO
	 	1047952	  	  	 	1047952	  	  	Germany	  	Furmanite word + design 37, 42
	 	908748	  	  	 	908748	  	  	Germany	  	Furmanite 07, 17
	 	57762	  	  	 	57762	  	  	Greece	  	Furmanite 1
	 	19771819	  	  	 	1819/77	  	  	Hong Kong	  	Furmanite 1
	 	351981	  	  	 	351981	  	  	India	  	Furmanite 17
	 	351982	  	  	 	351982	  	  	India	  	Furmanite 8
	 	418090	  	  	 	IDM000153301	  	  	Indonesia	  	Furmanite 1
	 	IDM000075937	  	  				  	Indonesia	  	FURMAJET class 9
	 	IDM000075654	  	  				  	Indonesia	  	FurmaJet
	 	WO0012266	  	  				  	International	  	Furmanite 1
	 	46354	  	  	 	46354	  	  	Iran	  	Furmanite 1


  
 49 










											
	 Registration-

Application
	 	  	Trademark #	 	  	 Country
	  	 Description/Class

	 	22673	  	  	 	22673	  	  	Iraq	  	Furmanite (with Arabic)
	 	330949	  	  	 	733935	  	  	Italy	  	Furmanite 1
	 	applied	  	  				  	Italy	  	Furmanite 1
	 	1430137	  	  	 	1430137	  	  	Japan	  	Furmanite 1
	 	4325436	  	  	 	4325436	  	  	Japan	  	Trevitest 9
	 	4239720	  	  	 	4239720	  	  	Japan	  	Trevitest 42
	 	2006-097914	  	  				  	Japan	  	Furmanite
	 	2006-097915	  	  				  	Japan	  	Furmanite Logo
	 	2006-097916	  	  				  	Japan	  	Furmanite in Katakana
	 	8820	  	  	 	8820	  	  	Kuwait	  	Furmanite 1
	 	86/02550	  	  	 	86002550	  	  	Malaysia	  	Furmanite 1
	 	206762	  	  	 	206762	  	  	Mexico	  	Furmanite 37
	 	297893	  	  	 	297893	  	  	New Zealand	  	Furmanite 1
	 	101699	  	  				  	Norway	  	Furmanite 1
	 	222969	  	  				  	Norway	  	SmartShim
	 	249755	  	  	 	249755	  	  	Norway	  	IPSCO
	 	51755	  	  	 	51755	  	  	Philippines	  	Furmanite 8,17
	 	445199	  	  	 	not issued	  	  	Portugal	  	IPSCO
	 	2356	  	  	 	2356	  	  	Qatar	  	Furmanite 1,8,17
	 	76/5405	  	  	 	76/5405	  	  	S Africa	  	Furmanite 1
	 	76/3615	  	  	 	76/3615	  	  	S Africa	  	Furmanite 37
	 	80/8234	  	  	 	80/8234	  	  	S Africa	  	Furmanite 1,2,3,4,5,16,19
	 	35236	  	  	 	35236	  	  	S Korea	  	Furmanite 105
	 	234337	  	  	 	234337	  	  	S Korea	  	Furmanite 10
	 	79/74	  	  	 	79/74	  	  	Saudi Arabia	  	Furmanite 1
	 	69851	  	  	 	T7669851H	  	  	Singapore	  	Furmanite 1
	 	168917	  	  	 	168917	  	  	Czech/Slovak Republic	  	Furmanite 1,17
	 	168436	  	  	 	168436	  	  	Czech/Slovak Republic	  	Trevitest
	 	35236	  	  	 	35236	  	  	South Korea	  	Furmanite 105
	 	M2862746	  	  	 	not issued	  	  	Spain	  	IPSCO
	 	196198	  	  	 	196198	  	  	Sweden	  	Trevitest
	 	289443	  	  	 	289443	  	  	Switzerland	  	Trevitest 7,9
	 	92711	  	  	 	92711	  	  	Taiwan	  	Furmanite 1
	 	76/3615	  	  	 	76/3615	  	  	Transkei	  	Furmanite 1
	 	96601	  	  	 	96601	  	  	Turkey	  	Furmanite 1
	 	2430585	  	  	 	2430585	  	  	UK	  	FurmaSteel 6,9,17,19,42


  
 50 










											
	 Registration-

Application
	 	  	Trademark #	 	  	 Country
	  	 Description/Class

	 	1369125	  	  	 	1369125	  	  	UK	  	Silk
	 	631344	  	  	 	631344	  	  	UK	  	Furmanite 17
	 	631410	  	  	 	631410	  	  	UK	  	Furmanite 8
	 	1227568	  	  				  	UK	  	Furmatec 6,7
	 	2012711	  	  	 	2012711	  	  	UK	  	Furmatec 6,7
	 	2142212	  	  	 	2142212	  	  	UK	  	Furmajet 9,17
	 	2322712	  	  	 	2322712	  	  	UK	  	SmartShim 37 42
	 	2430597	  	  	 	2430597	  	  	UK	  	Furmanite 6,7,9,17,19,42
	 	2430585	  	  	 	2430585	  	  	UK	  	FurmaSteel
	 	2508650	  	  	 	2508650	  	  	UK	  	IPSCO
	 	2283194	  	  	 	2283194	  	  	USA	  	PWR.SEAL TECHNOLOGY
	 	1,080,023	  	  	 	1080023	  	  	USA	  	Furmanite 37
	 	78/282,842	  	  	 	3382686	  	  	USA	  	SmartShim
	 	2,448,122	  	  	 	2448122	  	  	USA	  	Torque Tamer 7
	 	1,416,446	  	  	 	1416446	  	  	USA	  	Trevitest 9
	 	2304574	  	  	 	3285237	  	  	USA	  	INVATEC
	 	5183365	  	  	 	5183365	  	  	USA	  	SILK
	 	6,739,926	  	  				  	USA	  	Xtria 35, 37, 38, 41, 42
	 	2,838,947	  	  				  	USA	  	Xanser 35,36,37,38,41,42
	 	96020267	  	  	 	96020267	  	  	Venezuela	  	Furmanite 1


  
 51 









 Annex 1 
 to Guaranty and Collateral Agreement 
 ASSUMPTION AGREEMENT, dated as of
            , 20        , made by             (the “Additional
Grantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the
“Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. 

W I T N E S S E T H : 
 WHEREAS, FURMANITE WORLDWIDE, INC. (the “Company”), certain Subsidiaries of the Company (each a “Designated Borrower” and, together with the Company, the
“Borrowers”), the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of March             , 2012 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, in connection with the Credit
Agreement, the Company and certain of its Subsidiaries (other than the Additional Grantor) have entered into the Guaranty and Collateral Agreement, dated as of March             , 2012 (as
amended, supplemented or otherwise modified from time to time, the “Guaranty and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Lenders; 

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guaranty and Collateral Agreement; and 

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guaranty
and Collateral Agreement; 
 NOW, THEREFORE, IT IS AGREED: 

1. Guaranty and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided
in Section 8.15 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder, shall be a Guarantor under Section 2 of the Guaranty and Collateral Agreement, and grants to the Administrative Agent a security
interest in its Collateral pursuant to Section 3 of the Guaranty and Collateral Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guaranty and Collateral Agreement. The
Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guaranty and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this
Assumption Agreement) as if made on and as of such date. 

  
 52 









 2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 IN WITNESS WHEREOF, the undersigned has caused this
Assumption Agreement to be duly executed and delivered as of the date first above written. 
  

			
	[ADDITIONAL GRANTOR]
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 53 









 Annex 1-A to 
 Assumption Agreement 
 Supplement to Schedule 1 

Supplement to Schedule 2 
 Supplement to Schedule
3 
 Supplement to Schedule 4 

Supplement to Schedule 5 
 Supplement to Schedule
6 

  
 54