EX-10.1



 Exhibit 10.1 
 CREDIT AND SECURITY AGREEMENT 
 THIS CREDIT AND SECURITY AGREEMENT (this
“Agreement”) is entered into as of May 6, 2013, by and between KEWAUNEE SCIENTIFIC CORPORATION, a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). All capitalized terms
used but not defined herein have the meanings specified in Annex I attached hereto. 
 RECITALS 

Borrower has requested that Bank extend or continue credit to Borrower as described below, and Bank has agreed to provide such credit to
Borrower on the terms and conditions contained herein. 
 NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows: 
 ARTICLE I 

CREDIT TERMS, GUARANTY & COLLATERAL 
 SECTION 1.1. LINE OF CREDIT. 
 (a) Line of Credit. 

(i) Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and
including May 1, 2016, not to exceed at any time the aggregate principal amount of Twenty Million and 00/100 Dollars ($20,000,000.00) (“Line of Credit”), the proceeds of which shall be used (a) to refinance existing indebtedness
of the Borrower to Bank of America, N.A. and (b) for working capital, the issuance of letters of credit, short term financing of capital equipment, and other general corporate purposes. Borrower’s obligation to repay advances under the
Line of Credit shall be evidenced by a promissory note dated as of the Closing Date (“Line of Credit Note”), all terms of which are incorporated herein by this reference. 

 

			
		 	






  
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 (ii) In addition to the provisions of Section 1.1(c) regarding Letters of
Credit, for purposes of determining the amount available under the Line of Credit, the principal amount outstanding under the Line of Credit shall be deemed to include the aggregate principal amount outstanding under all lines of credit, or other
credit facilities, provided by the Bank, or any affiliate of the Bank, to any of the Borrower’s Foreign Subsidiaries (collectively, the “Foreign Subsidiary Credit Lines”). 

(iii) In the event the Borrower fails to comply with Section 4.9(a) (and such event does not constitute an event of default
under Section 6.1(c)), the Bank shall temporarily reduce the maximum principal amount available under the Line of Credit to an amount that would have resulted in the Borrower’s compliance with such Section for such reporting period
(and the Borrower shall make any prepayments required pursuant to Section 1.1(d) and/or the promissory note evidencing the Line of Credit) until such time as the Borrower demonstrates compliance with Section 4.9(a) without
giving effect to such reduction in the Line of Credit. 
 (b) Limitation on Borrowings. Outstanding borrowings under the
Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of Four Million and 00/100 Dollars ($4,000,000.00) in respect of advances made for the purpose of financing capital equipment (the
“Equipment Finance Subfacility”). 
 (c) Letter of Credit Subfeature. As a subfeature under the Line of Credit,
Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”);
provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Six Hundred Thousand and 00/100 Dollars ($5,600,000.00). The form and substance of each Letter of Credit shall be
subject to approval by Bank, in its sole discretion and shall be subject to the additional terms of the Letter of Credit agreements, applications, and any related documents required by Bank in connection with the issuance thereof (each a
“Letter of Credit Agreement”). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall be issued
with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of
Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit Agreements. Each drawing paid under a
Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the 

  
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terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any
drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances
under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. 

(d) Borrowing and Repayment. Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly
repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line of Credit Note; provided however, that the total outstanding borrowings under the Line of Credit
shall not at any time exceed the maximum principal amount available thereunder, as set forth above. 
 (e) Cash Collateral
Account. Borrower shall maintain with Bank, and Borrower hereby grants to Bank a security interest in, a non-interest bearing deposit account over which Borrower shall have no control (“Cash Collateral Account”) and into which the
proceeds of all Borrower’s accounts and other rights to payment in which Bank has a security interest shall be deposited immediately upon their receipt by Borrower. Bank shall, and Borrower hereby authorizes Bank to, apply all such proceeds
immediately upon their receipt by Bank as a principal reduction on the Line of Credit. 
 SECTION 1.2. TERM LOANS. 

(a) Term Loans. Subject to the terms and conditions of this Agreement, Bank hereby agrees to: 

(i) Make a loan to Borrower in the principal amount of Three Million, Four Hundred Fifty Thousand and 22/100 Dollars ($3,450,000.22)
(“Term Loan A”), the proceeds of which shall be used to refinance existing indebtedness of the Borrower to Bank of America, N.A. Borrower’s obligation to repay the Term Loan A shall be evidenced by a promissory note dated as of the
Closing Date (“Term Note A”), all terms of which are incorporated herein by this reference. Bank’s commitment to grant Term Loan A shall terminate on the Closing Date. 

  
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 (ii) Make a loan to Borrower in the principal amount of One Million, Five Hundred Forty-Nine
Thousand Nine Hundred Ninety-Nine and 78/100 Dollars ($1,549,999.78) (“Term Loan B”), the proceeds of which shall be used for working capital and general corporate purposes. Borrower’s obligation to repay the Term Loan B shall be
evidenced by a promissory note dated as of the Closing Date (“Term Note B”), all terms of which are incorporated herein by this reference. Bank’s commitment to grant the Term Loan B shall terminate on the Closing Date. 

For purposes herein, Term Loan A and Term Loan B are collectively referred to herein as, the “Term Loans”. Term Note
A and Term Note B are collectively referred to herein as, the “Term Notes”. 
 (b) Repayment. Principal and
interest on the Term Loans shall be repaid in accordance with the provisions of the Term Notes. 
 (c) Prepayment.
Borrower may prepay principal on the Term Loans solely in accordance with the provisions of the Term Notes. 
 SECTION 1.3.
INTEREST/FEES. 
 (a) Interest. The outstanding principal balance of each credit subject hereto shall bear interest, and
the amount of each drawing paid under any Letter of Credit shall bear interest, from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest set forth in each promissory note or other instrument or
document executed in connection therewith. 
 (b) Computation and Payment. Interest shall be computed on the basis of a
360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby. 
 (c) Commitment Fee. Borrower shall pay to Bank a non-refundable commitment fee for the credit provided hereunder equal to Thirty-Two Thousand Five Hundred and 00/100 Dollars ($32,500.00) which fee
shall be due and payable in full on the Closing Date. 

  
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 (d) Letter of Credit Fees. Borrower shall pay to Bank fees upon the issuance of each
Letter of Credit, upon the payment or negotiation of each drawing under any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or cancellation of
any Letter of Credit) determined in accordance with Bank’s standard fees and charges then in effect for such activity. 

SECTION 1.4. COLLECTION OF PAYMENTS. Borrower authorizes Bank to collect all principal, interest and fees due under each credit subject
hereto by charging Borrower’s deposit account number 4000144592 with Bank, or any other deposit account maintained by Borrower with Bank, for the full amount thereof. Should there be insufficient funds in any such deposit account to pay all
such sums when due, the full amount of such deficiency shall be immediately due and payable by Borrower. 
 SECTION 1.5.
GUARANTY AND COLLATERAL. 
 (a) Guaranty. The Borrower unconditionally and irrevocably guarantees to the Bank the
punctual payment of all sums now owing or which may in the future be owing by any Foreign Subsidiary under the Foreign Subsidiary Credit Lines, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise,
and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the foregoing sums being the “Guaranteed Liabilities”). The Guaranteed Liabilities include, without limitation, interest accruing after the
commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the documents executed in connection with the Foreign Subsidiary Credit Lines (the “Foreign Credit Documents”).
This is a guaranty of payment and not of collection. The Bank shall not be required to exhaust any right or remedy or take any action against any Foreign Subsidiary or any other Person or any collateral. The Borrower agrees that, as between the
Borrower and the Bank, the Guaranteed Liabilities may be declared to be due and payable for the purposes of this guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any
Foreign Subsidiary and that in the event of a declaration or attempted declaration, the Guaranteed Liabilities shall immediately become due and payable by the Borrower for the purposes of this guaranty. 

(i) The Borrower guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of the Foreign Subsidiary
Credit Lines. The liability of the Borrower under this Section 1.5 is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Foreign Credit
Documents or Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Foreign 

  
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Credit Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any
other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Foreign Credit Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction
(whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Foreign Credit Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of
validity or enforceability of any Foreign Credit Documents or Guaranteed Liabilities; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Foreign
Credit Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, any Foreign Subsidiary or a guarantor. 

(ii) The guaranty under this Section 1.5 is a continuing guaranty of the payment of all Guaranteed Liabilities now or
hereafter existing under the Foreign Subsidiary Credit Lines and shall remain in full force and effect until payment in full of all Guaranteed Liabilities and until the Foreign Subsidiary Credit Lines are no longer in effect. 

(iii) The guaranty under this Section 1.5 shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Liabilities is rescinded or must otherwise be returned by the Bank on the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though the payment had not been made. 

(iv) All payments by the Borrower shall be made in the manner, at the place and in the currency (the “Payment Currency”)
required by the Foreign Credit Documents; provided, however, that (if the Payment Currency is other than U.S. dollars) the Borrower may, at its option (or, if for any reason whatsoever the Borrower is unable to effect payments in the
foregoing manner, the Borrower shall be obligated to) pay to the Bank at its principal office the equivalent amount in U.S. dollars computed at the selling rate of the Bank or a selling rate chosen by the Bank, most recently in effect on or prior to
the date the Guaranteed Liability becomes due, for cable transfers of the Payment Currency to the place where the Guaranteed Liability is payable. In any case in which the Borrower makes or is obligated to make payment in U.S. Dollars, the Borrower
shall hold the Bank harmless from any loss incurred by the Bank arising from any change in the value of U.S. Dollars in relation to the Payment Currency between the date the Guaranteed Liability becomes due and the date the Bank is actually able,
following the conversion of the U.S. Dollars paid by the Borrower into the Payment Currency and remittance of such Payment Currency to the place where such Guaranteed Liability is payable, to apply such Payment Currency to such Guaranteed Liability.


  
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 (v) The Borrower further agrees that all payments to be made under this
Section 1.5 shall be made without setoff or counterclaim and free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or restrictions or conditions of any nature whatsoever
now or hereafter imposed, levied, collected, withheld or assessed by any country or by any political subdivision or taxing authority thereof or therein (collectively, “Taxes”). If any Taxes are required to be withheld from any amounts
payable to the Bank hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield to the Bank (after payment of all Taxes) the amounts payable hereunder in the full amounts so to be paid. Whenever any Tax is paid
by the Borrower, as promptly as possible thereafter, the Borrower shall send the Bank an official receipt showing payment thereof, together with such additional documentary evidence as may be required from time to time by the Bank. 

(b) Pledge of Pledged Interests as Security for Line of Credit. The Borrower hereby grants to the Bank, as collateral security for
the payment, performance and satisfaction of all of the Borrower’s obligations to the Bank hereunder with respect to the Line of Credit (including, without limitation, all Letters of Credit and the Borrower’s obligations set forth in
Section 1.5) and all of the Borrower’s obligations to the Bank under any Swap Contract related to the Line of Credit, a first priority security interest in all of the following items of property now owned or hereafter owned by the
Borrower (collectively, together with the Equipment (defined below), the “Collateral”): 
 (i) all Equity Interests in
all of its Direct Foreign Subsidiaries (limited, in each case to Equity Interests that, when taken with all other Equity Interests pledged hereunder, constitute no more than (i) 65% of the Voting Equity Interests of each Direct Foreign
Subsidiary and (ii) 100% of the other Equity Interests of the Borrower in each Direct Foreign Subsidiary), in each case, whether now existing or hereafter created or acquired (collectively, the “Pledged Interests”), including without
limitation the Pledged Interests more particularly described on Schedule 1.5(b), as it may be updated from time to time (such Direct Foreign Subsidiaries, are referred to collectively as the “Pledged Subsidiaries”); 

(ii) all money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other
property at any time and from time to time (i) declared or distributed in respect of or in exchange for or on conversion of any Pledged Interest, or (ii) by its or their terms exchangeable or exercisable for or convertible into any Pledged
Interest; 

  
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 (iii) all other personal property of whatever character or description, including money,
securities, security entitlements and other investment property, and general intangibles hereafter delivered to the Bank in substitution for or as an addition to any of the foregoing, but excluding any Equity Interests in any of its Direct Foreign
Subsidiaries in addition to those Equity Interests in which a security interest is granted pursuant to Section 1.5(b)(i); 
 (iv) all securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and instruments representing or evidencing any of the foregoing
or any proceeds thereof; and 
 (v) all proceeds of any of the foregoing. 

(c) Term Loan Collateral. The Borrower hereby additionally grants to the Bank, as collateral security for the payment,
performance and satisfaction of all of the Borrower’s obligations to the Bank hereunder with respect to the Term Loans and all Swap Contracts related to the Term Loans, a first priority security interest in all Equipment now owned or hereafter
owned by the Borrower, wherever located. “Equipment” as used herein means all goods (excluding inventory, farm products or consumer goods), all machinery, machine tools, equipment, office equipment, furniture, furnishings, motors, motor
vehicles, tools, dies, parts, jigs, and all attachments, accessories, accessions, replacements, substitutions, additions and improvements thereto, all supplies used or useful in connection therewith, and all other “Equipment” as same is
now or hereafter defined in Article 9 of the Uniform Commercial Code in effect in the State of North Carolina, together with all rents, issues, profits, products and proceeds of any of the foregoing. 

(d) Preservation and Protection of Collateral. 
 (i) The Bank shall be under no duty or liability with respect to the collection, protection or preservation of the Collateral or otherwise, beyond the use of reasonable care in the custody and
preservation thereof while in its possession. 

  
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 (ii) The Borrower agrees to pay when due all Taxes, charges, Liens and assessments against
the Collateral, unless being contested in good faith by appropriate proceedings diligently conducted and against which adequate reserves have been established in accordance with GAAP, consistently applied and evidenced to the satisfaction of Bank
and provided that all enforcement proceedings in the nature of levy or foreclosure are effectively stayed. Upon the Borrower’s failure to (i) so pay or contest such Taxes, charges, Liens or assessments or (ii) pay any amount pursuant
to Section 1.5(i), the Bank at its option may pay or contest any of them (the Bank having the sole right to determine the legality or validity and the amount necessary to discharge such Taxes, charges, Liens or assessments) but shall not
have any obligation to make any such payment or contest. All sums so disbursed by the Bank, including attorneys’ fees, court costs, expenses and other charges related thereto, shall be payable on demand by the Borrower to the Bank and shall be
additional obligations secured by the Collateral, as the case may be, and any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at
the default rate set forth in promissory notes evidencing the Line of Credit and the Term Loans. 
 (iii) The Borrower hereby
irrevocably authorizes Bank to file (with, or to the extent permitted by applicable law, without the signature of the Borrower appearing thereon) financing statements (including amendments thereto and continuations and copies thereof) showing the
Borrower as “debtor” at such time or times and in all filing offices as the Bank may from time to time determine to be necessary or advisable to perfect or protect its Lien and security interest in the Collateral. Any such financing
statement covering the Collateral shall describe the Collateral as described in Sections 1.5(b) and 1.5(c) above. 
 (e)
Default. If any event of default occurs, the Bank is given full power and authority, then or at any time thereafter, to sell, assign, deliver or collect the whole or any part of the Collateral, or any substitute therefor or any addition
thereto, in one or more sales, with or without any previous demands or demand of performance or, to the extent permitted by law, notice or advertisement, in such order as the Bank may elect; and any such sale may be made either at public or private
sale at the Bank’s place of business or elsewhere, either for cash or upon credit or for future delivery, at such price or prices as the Bank may reasonably deem fair; and the Bank may be the purchaser of any or all Collateral so sold and hold
the same thereafter in its own right free from any claim of the Borrower or right of redemption. Demands of performance, advertisements and presence of property and sale and notice of sale are hereby waived to the extent permissible by law. Any sale
hereunder may be conducted by an auctioneer or any officer or agent of the Bank. The Borrower recognizes that the Bank may be unable to effect a public sale of the Collateral described in Section 1.5(b) by reason of certain prohibitions
contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state law, and may be otherwise delayed or adversely affected in effecting any sale by reason of present or future restrictions thereon imposed by
governmental authorities, and that as a consequence of such prohibitions and restrictions the Bank may be compelled (i) to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things,
to acquire such 

  
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Collateral for their own account, for investment and not with a view to the distribution or resale thereof, or (ii) to seek regulatory approval of any proposed sale or sales, or
(iii) to limit the amount of such Collateral sold to any Person or group. The Borrower agrees and acknowledges that private sales so made may be at prices and upon terms less favorable to the Borrower than if such Collateral was sold either at
public sales or at private sales not subject to other regulatory restrictions, and that the Bank has no obligation to delay the sale of any of such Collateral for the period of time necessary to permit the Pledged Subsidiary to register or otherwise
qualify such Collateral, even if such Pledged Subsidiary would agree to register or otherwise qualify such Collateral for public sale under the Securities Act or applicable state law. The Borrower further agrees, to the extent permitted by
applicable law, that the use of private sales made under the foregoing circumstances to dispose of such Collateral shall be deemed to be dispositions in a commercially reasonable manner. The Borrower hereby acknowledges that a ready market may not
exist for the Pledged Interests if they are not traded on a national securities exchange or quoted on an automated quotation system and agrees and acknowledges that in such event the Pledged Interests may be sold for an amount less than a pro rata
share of the fair market value of the Pledged Subsidiary’s assets minus its liabilities. In addition to the foregoing, the Bank may exercise such other rights and remedies as may be available under the Loan Documents, at law (including without
limitation the UCC) or in equity. 
 (f) Proceeds of Sale. The net cash proceeds resulting from the collection,
liquidation, sale, or other disposition of the Collateral (other than the Equipment) shall be applied first to the expenses (including attorney’s fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting,
liquidating and the like, and then to the satisfaction of all obligations hereunder with respect to the Line of Credit (including, without limitation, all Letters of Credit and the Borrower’s obligations set forth in Section 1.5)
and under any Swap Contract related to the Line of Credit. The net cash proceeds resulting from the collection, liquidation, sale, or other disposition of the Equipment shall be applied first to the expenses (including attorney’s fees) of
retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all obligations hereunder with respect to the Term Loans and under any Swap Contract related to the Term
Loans. The Borrower shall be liable to the Bank for, and shall pay to the Bank on demand, any deficiency or deficiencies which may remain after such sale, disposition, collection or liquidation of the Collateral. 

(g) Presentments, Demands and Notices. The Bank shall not be under any duty or obligation whatsoever to make or give any
presentments, demands for performances, notices of nonperformance, protests, notice of protest or notice of dishonor in connection with any obligations or evidences of indebtedness held thereby as collateral, or in connection with any obligations or
evidences of indebtedness which constitute in whole or in part the obligations secured hereby. 

  
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 (h) Voting Rights. 

(i) So long as no event of default has occurred, the registration of the Collateral described in Section 1.5(b) in the name
of the Borrower as record and beneficial owner shall not be changed and the Borrower shall be entitled to exercise all voting and other rights and powers pertaining to such Collateral for all purposes not inconsistent with the terms hereof.

 (ii) If any event of default occurs, at the option of the Bank, all rights and powers of the Borrower described in clause
(a) above shall cease and the Bank may thereupon (but shall not be obligated to), at its request, cause such Collateral to be registered in the name of the Bank or its nominee and/or exercise such rights and powers as appertain to ownership of
such Collateral, and to that end the Borrower hereby appoints the Bank as its proxy, with full power of substitution, to vote and exercise all other rights as a shareholder with respect to such Pledged Interests, which proxy is coupled with an
interest and is irrevocable, and the Borrower hereby agrees to provide such further proxies as the Bank may request; provided, that the Bank in its discretion may from time to time refrain from exercising, and shall not be obligated to
exercise, any such rights or powers or such proxy. 
 (i) Attorney-in-Fact. The Borrower hereby appoints the Bank as the
Borrower’s attorney-in-fact for the purposes of carrying out the provisions of this Section 1.5 and taking any action and executing any instrument which the Bank may deem necessary or advisable to accomplish the purposes hereof,
which appointment is irrevocable and coupled with an interest; provided, that the Bank shall have and may exercise rights under this power of attorney only if any event of default occurs. Without limiting the generality of the foregoing, if
any event of default occurs, the Bank shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to the Borrower representing any dividend, interest payment, principal payment or
other distribution payable or distributable in respect to the Collateral or any part thereof and to give full discharge for the same. 
 (j) Reinstatement. This Section 1.5 shall continue to be effective or be reinstated, as the case may be, if at any time any payment received by the Bank in respect of any
obligation secured hereby is rescinded or must otherwise be returned by the Bank or is repaid by the Bank in whole or in part in good faith settlement of a pending or threatened avoidance claim. The provisions of this Section 1.5(i)
shall survive the repayment in full of all of the obligations hereunder and the termination of the Line of Credit. 

  
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 (k) Further Assurances. At the request of the Bank, the Borrower will from time to
time (i) execute and deliver, at its expense, all share certificates, documents, instruments, agreements, financing statements (and amendments thereto and continuations thereof), assignments, control agreements, or other writings to carry out
the terms of this Section 1.5 or to protect or enforce the Bank’s Liens and security interests in the Collateral, and (ii) do, at its expense, all things determined by the Bank to be necessary or advisable to perfect and keep
in full force and effect the Bank’s Liens and security interests in the Collateral, including the prompt payment of all out-of-pocket fees and expenses incurred in connection with any filings made to perfect or continue the Bank’s Liens
and security interests in the Collateral. 
 (l) Miscellaneous. 

(i) The Borrower agrees to register the interest of the Bank in the Collateral described in Section 1.5(b) on its own books
and records and the registration books of each of the Pledged Subsidiaries. 
 (ii) Any forbearance, failure or delay by the
Bank in exercising any right, power or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy. 

(iii) Subject to the provisions of Section 1.5(k), upon satisfaction in full of all the Borrower’s obligations hereunder
and the termination of the Line of Credit, the Bank shall, at the Borrower’s sole expense, promptly deliver to the Borrower the certificates evidencing its shares of Pledged Interests (and any other property received as a dividend or
distribution or otherwise in respect of such Pledged Interests to the extent then held by the Bank as additional Collateral hereunder), together with any cash then constituting the Collateral not then sold or otherwise disposed of in accordance with
the provisions hereof, and take such further actions at the request of the Borrower as may be necessary to effect the same. 

  
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 ARTICLE II 
 REPRESENTATIONS AND WARRANTIES 
 Borrower makes the following
representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all
obligations of Borrower to Bank subject to this Agreement. 
 SECTION 2.1. LEGAL STATUS. Borrower is a corporation, duly
organized and existing and in good standing under the laws of Delaware, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is
required or in which the failure to so qualify or to be so licensed could have a material adverse effect on Borrower. 
 SECTION
2.2. AUTHORIZATION AND VALIDITY. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the “Loan Documents”) have
been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with
their respective terms. 
 SECTION 2.3. NO VIOLATION. The execution, delivery and performance by Borrower of each of the Loan
Documents do not violate any provision of any law or regulation, or contravene any provision of the Articles of Incorporation or By-Laws of Borrower, or result in any breach of or default under any contract, obligation, indenture or other instrument
to which Borrower is a party or by which Borrower may be bound. 
 SECTION 2.4. LITIGATION. There are no pending, or to the best
of Borrower’s knowledge threatened, actions, claims, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could have a material adverse effect on the financial condition
or operation of Borrower other than those disclosed by Borrower to Bank in writing prior to the date hereof. 

  
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 SECTION 2.5. CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower
dated April 30, 2012, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the
financial condition of Borrower, (b) disclose all liabilities of Borrower that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance
with GAAP consistently applied. Since the dates of such financial statements there has been no material adverse change in the financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise
encumbered any of its assets or properties except in favor of Bank or as otherwise permitted by Bank in writing. 
 SECTION 2.6.
INCOME TAX RETURNS. Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year. 
 SECTION 2.7. NO SUBORDINATION. There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right of payment
of any of Borrower’s obligations subject to this Agreement to any other obligation of Borrower. 
 SECTION 2.8. PERMITS,
FRANCHISES. Borrower possesses, and will hereafter possess, all permits, consents, approvals, franchises and licenses required and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable it to conduct the
business in which it is now engaged in compliance with applicable law. 
 SECTION 2.9. ERISA. Borrower is in compliance in all
material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time (“ERISA”); Borrower has not violated any provision of any defined employee pension benefit
plan (as defined in ERISA) maintained or contributed to by Borrower (each, a “Plan”); no Reportable Event as defined in ERISA has occurred and is continuing with respect to any Plan initiated by Borrower; Borrower has met its minimum
funding requirements under ERISA with respect to each Plan; and each Plan will be able to fulfill its benefit obligations as they come due in accordance with the Plan documents and under GAAP. 

  
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 SECTION 2.10. OTHER OBLIGATIONS. Borrower is not in default on any obligation for borrowed
money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation. 
 SECTION
2.11. ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to Bank in writing prior to the date hereof, Borrower is in compliance in all material respects with all applicable federal or state environmental, hazardous waste, health and safety
statutes, and any rules or regulations adopted pursuant thereto, which govern or affect any of Borrower’s operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of
1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any of the same may be amended, modified or supplemented from time to time.
None of the operations of Borrower is the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the
environment. Borrower has no material Environmental Liability in connection with any release of any toxic or hazardous waste or substance into the environment. For purposes herein, “Environmental Liability” means any liability, contingent
or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Borrower directly or indirectly resulting from or based upon (a) violation of any environmental law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any hazardous materials, (c) exposure to any hazardous materials, (d) the release or threatened release of any hazardous materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 SECTION 2.12. COLLATERAL. 
 (a) All of the Pledged Interests are validly issued
and outstanding, fully paid and non-assessable and constitute 65% of the issued and outstanding Voting Equity Interests (or if the Borrower owns less than 65% of such Voting Equity Interests, then 100% of the Voting Equity Interests owned by the
Borrower) and 100% of the other issued and outstanding Equity Interests of each Pledged Subsidiary, and are accurately described on Schedule 1.5(b). 
 (b) All Collateral is owned by the Borrower free of any liens, charges, equities, options, hypothecations, encumbrances and restrictions on pledge or transfer, including transfer of voting rights, other
than Liens permitted by Section 5.7. Without limiting the foregoing, the Pledged Interests are not and will not be subject to any voting trust, shareholders agreement, right of first refusal, voting proxy, power of attorney or other
similar arrangement. 

  
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 ARTICLE III 
 CONDITIONS 
 SECTION 3.1. CONDITIONS OF INITIAL EXTENSION OF CREDIT. The
obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank’s satisfaction of all of the following conditions: 
 (a) Approval of Bank Counsel. All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank’s counsel. 

(b) Documentation. Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:

 (i) This Agreement and each promissory note or other instrument or document required hereby; 

(ii) Revolving Line of Credit Note; 
 (iii) Term Note A; and 
 (iv) Term Note B. 

(c) Financial Condition. There shall have been no material adverse change, as determined by Bank, in the financial condition or
business of Borrower, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower. 

  
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 (d) Insurance. Borrower shall have delivered to Bank evidence of insurance coverage
on all Borrower’s property, in form, substance, amounts, covering risks and issued by companies satisfactory to Bank, and where required by Bank, with loss payable endorsements in favor of Bank. 

(e) Lien Searches. Bank shall have received lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes)
with respect to the Borrower and each of its fictitious trade names (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, (i) showing no existing Liens on the
property of the Borrower except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have
been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. 
 (f) Payoff Letter;
Termination of Liens. For each lender whose outstanding debt is to be satisfied by remittance of proceeds of any loan on the Closing Date, Bank shall have received a complete and final payoff letter or other evidence satisfactory to the Bank,
that as of the Closing Date, (i) all commitments and indebtedness owed to such lender will be repaid and cancelled on or before the first disbursement under this Agreement and (ii) all Liens in favor of such lender will be terminated and
cancelled promptly in connection with the repayment and cancellation of the commitments and indebtedness described in clause (i) above). 
 (g) Organizational Documents. Bank shall have received a copy of the Borrower’s organizational documents, in form and substance satisfactory to the Bank. 

(h) Good Standings. Bank shall have received a certificate of existence, authorization, good standing certificate, or its
equivalent of the Borrower from the Secretary of State of its jurisdiction of incorporation and the Secretary of State of each other jurisdiction in which it is qualified to do business as a foreign corporation, if any. 

(i) Secretary’s Certificate. Bank shall have received a certificate in form and substance satisfactory to Bank from the
Borrower, dated the Closing Date and signed on behalf of the Borrower by an authorized officer of the Borrower certifying as to (i) true copies of the organizational documents of the Borrower and any amendments thereto, (ii) the
resolutions of the directors and/or shareholders (as the case may be) of the Borrower authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and
incumbency of the officers of the Borrower authorized to execute and deliver the Loan Documents to which it is a party. The Bank may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been
furnished to the Bank. 

  
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 (j) Opinion of Counsel. Bank shall have received an opinion of counsel on behalf of
the Borrower, dated the Closing Date, in form and substance satisfactory to the Bank in absolute discretion. 
 (k) Deposit
Accounts. Bank shall have received evidence that the Borrower as required hereby has established its primary operating and depository accounts with the Bank. 
 (l) Miscellaneous. Bank shall have received such other instruments, documents, certificates, assurances and opinions as may be set forth in the closing checklist delivered to the Borrower in
connection with this Agreement or as the Bank shall reasonably require to evidence and secure the Loans, to comply with the provisions hereof and the requirements of regulatory authorities to which the Bank is subject, all of which, including those
referred to above in this Section 3.1 shall be satisfactory in form, content and substance to the Bank. 
 SECTION
3.2. CONDITIONS OF EACH EXTENSION OF CREDIT. The obligation of Bank to make each extension of credit requested by Borrower hereunder shall be subject to the fulfillment to Bank’s satisfaction of each of the following conditions: 

(a) Compliance. The representations and warranties contained herein and in each of the other Loan Documents shall be true on and
as of the date of the signing of this Agreement and on the date of each extension of credit by Bank pursuant hereto, with the same effect as though such representations and warranties had been made on and as of each such date, and on each such date,
no Event of Default as defined herein, and no condition, event or act which with the giving of notice or the passage of time or both would constitute such an Event of Default, shall have occurred and be continuing or shall exist. 

(b) Documentation. Bank shall have received all additional documents which may be required in connection with such extension of
credit. 

  
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 ARTICLE IV 
 AFFIRMATIVE COVENANTS 
 Borrower covenants that so long as Bank remains
committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all
obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in writing: 
 SECTION 4.1. PUNCTUAL
PAYMENTS. Punctually pay all principal, interest, fees or other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein, and immediately upon demand by Bank, the amount by which the outstanding
principal balance of any credit subject hereto at any time exceeds any limitation on borrowings applicable thereto. 
 SECTION
4.2. ACCOUNTING RECORDS. Maintain adequate books and records in accordance with GAAP consistently applied, and permit any representative of Bank, at any reasonable time, to inspect, audit and examine such books and records, to make copies of the
same, and to inspect the properties of Borrower. 
 SECTION 4.3. FINANCIAL STATEMENTS. Provide to Bank all of the following, in
form and detail satisfactory to Bank: 
 (a) as soon as available, but in any event within 120 days after the end of each fiscal
year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal
year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of a
certified public accounting firm reasonably acceptable to the Bank, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable securities laws and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of any material misstatement; 

  
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 (b) as soon as available, but in any event within 45 days after the end of each fiscal
quarter of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such
fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of
operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; 

(c) contemporaneously with each annual and quarterly financial statement of Borrower required hereby, a compliance certificate, signed by
an authorized financial officer of the Borrower (i) certifying that said financial statements are accurate and that there exists no Event of Default nor any condition, act or event which with the giving of notice or the passage of time or both
would constitute an Event of Default and (ii) setting forth the information and computations (in sufficient detail) to establish that the Borrower is in compliance with all financial covenants at the end of the period covered by the financial
statements then being furnished; 
 (d) promptly after any request by the Bank, copies of any detailed audit reports, management
letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiaries, or any
audit of any of them; 
 (e) promptly after the same are available, copies of each annual report, proxy or financial statement
or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the Securities Exchange
Commission (“SEC”) under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Bank pursuant hereto; 

(f) not later than 30 days after the end of each fiscal year, the company-prepared financial projections of Borrower, to include a
projected balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget and, promptly when available, any significant
revisions of such projections; 

  
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 (g) promptly, and in any event within five (5) business days after receipt thereof by
the Borrower or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by
such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof; and 
 (h) promptly,
such additional information regarding the business, financial, legal or corporate affairs of the Borrower or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Bank may from time to time reasonably request.

 SECTION 4.4. COMPLIANCE. Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and
franchises necessary for the conduct of its business; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower’s continued existence and with the requirements of all laws, rules,
regulations and orders of any governmental authority applicable to Borrower and/or its business. 
 SECTION 4.5. INSURANCE.
Maintain and keep in force, for each business in which Borrower is engaged, insurance of the types and in amounts customarily carried in similar lines of business, including but not limited to fire, extended coverage, public liability, flood,
property damage and workers’ compensation, with all such insurance carried with companies and in amounts satisfactory to Bank, and deliver to Bank from time to time at Bank’s request schedules setting forth all insurance then in effect.

 SECTION 4.6. FACILITIES. Keep all properties useful or necessary to Borrower’s business in good repair and condition,
and from time to time make necessary repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained. 
 SECTION 4.7. TAXES AND OTHER LIABILITIES. Pay and discharge when due any and all indebtedness, obligations, assessments and Taxes, both real or personal, including without limitation federal and state
income Taxes and state and local property Taxes and assessments, except (a) such as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank’s
satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment. 

  
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 SECTION 4.8. LITIGATION; ENVIRONMENTAL MATTERS. Promptly give notice in writing to Bank of,
(a) any litigation pending or threatened against Borrower with a claim in excess of $250,000, and (b) any pending or threatened Environmental Liabilities against Borrower or any of its properties in excess of $500,000 (to the extent not
covered by independent third-party insurance as to which the insurer does not dispute coverage). 
 SECTION 4.9. FINANCIAL
CONDITION. Maintain Borrower’s financial condition as follows using GAAP consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein): 

(a) Asset Coverage Ratio not less than 1.0 to 1.0 at any time, with “Asset Coverage Ratio” defined as the sum of
(i) seventy percent (70%) of Eligible Accounts Receivable, plus thirty-five percent (35%) of inventory, divided by (ii) the principal amount outstanding under the Line of Credit (including the aggregate principal
amount outstanding under the Foreign Subsidiary Credit Lines, the amount of all oustanding Letters of Credit, and all amounts drawn on Letters of Credit and not yet reimbursed). As used herein, “Eligible Accounts Receivable” means accounts
receivable arising out of the sale of goods or services (A) to an account debtor that is domiciled within the United States of America or (B) to an account debtor domiciled outside of the United States of America, provided that such
account receivable is backed by a letter of credit, which is issued by a financial institution reasonably satisfactory to the Bank. 
 (b) Total Liabilities divided by Tangible Net Worth not greater than 1.65 to 1.0 at any time, with “Total Liabilities” defined as the aggregate of current liabilities and non-current
liabilities, and with “Tangible Net Worth” defined as the aggregate of total stockholders’ equity, less any intangible assets and less any loans or advances to, or investments in, any related Persons. 

(c) Fixed Charge Coverage Ratio not less than 1.30 to 1.0 as of each fiscal quarter end, determined on a rolling 4-quarter basis. As used
herein, “EBITDA” means consolidated net income determined in accordance with GAAP, consistently applied, less income or plus loss from discontinued operations and extraordinary items, plus income taxes, plus
interest expense, plus depreciation, 

  
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depletion, and amortization, all to the extent included in the determination of consolidated net income; and “Fixed Charge Coverage Ratio” means for the Borrower and its Subsidiaries,
as of the last day of any fiscal quarter, the ratio of (a) the sum of EBITDA for the four fiscal quarter period ended on such date plus lease expense and rent expense for such period, minus income taxes paid, and dividends,
withdrawals, and other distributions made, in such period, to (b) the sum of interest expense, lease expense, rent expense for such period, plus the current portion of long term debt and the current portion of capitalized lease
obligations required to have been made during such period (whether or not such payments are actually made). 
 SECTION 4.10.
NOTICE TO BANK. Promptly (but in no event more than five (5) days after the occurrence of each such event or matter) give written notice to Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any condition, event
or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the organizational structure of Borrower; (c) the occurrence and nature of any Reportable Event or
Prohibited Transaction, each as defined in ERISA, or any funding deficiency with respect to any Plan; or (d) any termination or cancellation of any insurance policy which Borrower is required to maintain, or any uninsured or partially uninsured
loss through liability or property damage, or through fire, theft or any other cause affecting Borrower’s property in excess of an aggregate of $250,000.00. 
 ARTICLE V 
 NEGATIVE COVENANTS 

Borrower further covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities
(whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower will not without Bank’s prior
written consent: 
 SECTION 5.1. USE OF FUNDS. Use any of the proceeds of any credit extended hereunder except for the purposes
stated in Article I hereof. 

  
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 SECTION 5.2. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness
or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Bank, (b) any other liabilities of
Borrower existing as of the date hereof and set forth on Schedule 5.2, (c) current accounts payable, accrued expenses and other expenses arising out of transactions (other than borrowing) in the ordinary course of business on ordinary
and customary trade terms, (d) additional indebtedness and lease obligations for business purposes which do not exceed an individual principal amount of $1,000,000, or an aggregate principal amount of $2,000,000 outstanding in any fiscal year
of the Borrower and (e) in connection with the endorsement and deposit of checks in the ordinary course of business for collection. 
 SECTION 5.3. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. (a) Merge into or consolidate with any other Person; (b) make any substantial change in the nature of Borrower’s business as
conducted as of the date hereof; (c) acquire all or substantially all of the assets of any other Person; nor (d) sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower’s assets except in the
ordinary course of its business. 
 SECTION 5.4. GUARANTIES. Guarantee or become liable in any way as surety, endorser (other
than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of
any other Person. 
 SECTION 5.5. LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any Person,
except (a) existing investments, loans, advances and extensions of credit disclosed in Schedule 5.5, (b) investments made after the date hereof in the Borrower’s Subsidiaries in an aggregate amount not to exceed $400,000
outstanding at any time, unless such Subsidiaries guaranty the Borrower’s obligations hereunder on terms and conditions satisfactory to the Bank, (c) investments in U.S. treasury bills and other obligations of the federal government or any
agency thereo, (d) repurchase obligations with a term of not more than ninety (90) days for underlying investments of the types described in clause (c) above, (e) other investments approved in writing by the Bank in its sole
discretion, (f) loans, advances and extensions of credit made after the date hereof to the Borrower’s Subsidiaries in an aggregate amount not to exceed $400,000 outstanding at any time, unless such Subsidiaries guaranty the Borrower’s
obligations hereunder on terms and conditions satisfactory to the Bank, (g) loans, advances and extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary
course of business to non-affiliated Persons and (h) other loans, advances and extensions of credit not exceeding $100,000 in the aggregate in any fiscal year of the Borrower. 

  
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 SECTION 5.6. DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or distribution either in
cash, stock or any other property on Borrower’s stock now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower’s stock now or hereafter outstanding, except for, so long as no
event of default or event which, with notice or the passage of time, will constitute an event of default has occurred and is continuing or will result therefrom (giving effect thereto on a pro forma basis as if such payment were made on the first
day of the last applicable measurement period described in Section 4.9(c)), cash dividends and distributions from the Borrower to its owners. 
 SECTION 5.7. PLEDGE OF ASSETS. Grant or permit to exist any Lien upon, all or any portion of Borrower’s assets now owned or hereafter acquired, except (a) Liens and security interests in favor
of the Bank, (b) Liens for taxes not yet due, (c) Liens existing on the date of this Agreement disclosed in Schedule 5.7, (d) additional capitalized lease obligations and purchase money security interests in assets acquired
after the date of this Agreement, if the total principal amount secured by such Liens does not exceed $500,000 at any one time, (e) Liens incidental to the conduct of business or the ownership of properties and assets (including Liens in
connection with worker’s compensation, unemployment insurance and other like laws (excluding Liens imposed by ERISA or the substantial equivalent under foreign law (including any statutory Liens for profit sharing plans imposed by foreign
law)), warehousemen’s mechanic’s materialmen’s and attorneys’ Liens, and statutory or common law landlords’ Liens (or the substantial equivalent under foreign law)) and Liens and pledges or deposits to secure the performance
of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money, provided, in
each case, the obligation secured is not more than 30 days overdue or, if so overdue, is being contested in good faith by appropriate actions or proceedings and adequate reserves have been established in accordance with GAAP, (f) Liens of or
resulting from any judgment or award not constituting an event of default under Section 6.1(h), (g) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other
similar purposes, or zoning or other restrictions as to the use of real properties, which are necessary for the conduct of the activities of the Borrower and its Subsidiaries or which customarily exist on properties of companies engaged in similar
activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Borrower and its Subsidiaries, (h) Liens or set-off rights arising by contract in the ordinary course of
business or by law and in connection with cash management and banking arrangements entered into in the ordinary course of business or (i) Liens securing obligations under interest rate hedge agreements. Without limiting the generality of the
foregoing, Borrower shall not grant or permit to exist any Lien upon the real property and improvements located at 2700 West Front Street, Statesville, Iredell County, North Carolina 28677, except for Liens described in clauses (b), (e),
(f) and (g) of the immediately preceding sentence. 

  
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 SECTION 5.8. DOUBLE NEGATIVE PLEDGE. Borrower will not enter into or permit to exist
any material agreement (other than this Agreement or any other Loan Document) that (a) limits the ability of Borrower to create, incur, assume or suffer to exist Liens on its property; or (b) requires the grant of a Lien to secure an
obligation of Borrower if a Lien is granted to secure another obligation of Borrower. 
 SECTION 5.9. COLLATERAL. 

(a) Not to permit any Pledged Interests (i) to be held or maintained in the form of a security entitlement or credited to any
securities account and (ii) which constitute a “security” (or as to which the related Pledged Subsidiary has elected to have treated as a “security”) under Article 8 of the UCC (including, for the purposes of this
Section 5.9(a), the Uniform Commercial Code of any other applicable jurisdiction) to be maintained in the form of uncertificated securities. 
 (b) To cause the Pledged Interests that constitute “securities” (or as to which the issuer elects to have treated as “securities”) under the UCC to be represented by the certificates
now and hereafter delivered to Bank and that it shall cause each of the Pledged Subsidiaries not to issue any Equity Interests, or securities convertible into, or exchangeable or exercisable for, Equity Interests, at any time during the term of this
Agreement. 
 SECTION 5.10. CHANGE IN NATURE OF BUSINESS. Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto. 
 SECTION 5.11. ACCOUNTING CHANGES. Make any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year. 

SECTION 5.12. CHANGE OF MANAGEMENT. Make any substantial change in the present executive or management personnel of the Borrower without
providing the Bank written notice within ten (10) days of such change. 

  
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 SECTION 5.13. CHANGE OF CONTROL. Cause, permit, or suffer any change in control of Borrower
or any Person or combination of Persons that directly or indirectly control Borrower, with “control” defined as ownership of an aggregate of fifty percent (50%) or more of the common stock, members’ equity or other ownership
interest (other than a limited partnership interest). 
 ARTICLE VI 

EVENTS OF DEFAULT 
 SECTION 6.1. The occurrence of any of the following shall constitute an “Event of Default” under this Agreement: 
 (a) Borrower shall fail to pay when due any principal, interest, fees or other amounts payable under any of the Loan Documents. 
 (b) Any financial statement or certificate furnished to Bank in connection with, or any representation or warranty made by Borrower or any other party under this Agreement or any other Loan Document shall
prove to be incorrect, false or misleading in any material respect when furnished or made. 
 (c) Borrower fails to comply with
Section 4.9(a) for (A) two consecutive fiscal quarters or (B) any four fiscal quarters during the term of this Agreement. For the avoidance of doubt, any cure by the Borrower made pursuant to Section 1.1(9)(iii)
shall not be deemed compliance with Section 4.9(a) for purposes of this Section. 
 (d) Borrower fails to perform or
observe any term, covenant or agreement contained in any of Section 4.3, 4.4, 4.9 (excluding Section 4.9(a)) or Article V. 
 (e) Any default in the performance of or compliance with any obligation, agreement or other provision contained herein or in any other Loan Document (other than those specifically described as an
“Event of Default” in this Section 6.1), and with respect to any such default that by its nature can be cured, such default shall continue for a period of thirty (30) days from its occurrence. 

  
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 (f) Any default in the payment or performance of any obligation, or any defined event of
default, under the terms of any contract, instrument or document (other than any of the Loan Documents) pursuant to which Borrower or any of its Subsidiaries has incurred any debt or other liability to any Person, including Bank; provided,
however, that any cure period applicable to such default has expired, and with respect to a default under any obligation to any Person other than Bank, the amount of said obligation exceeds $1,000,000, individually or in the aggregate.

 (g) Borrower or any of its Subsidiaries shall become insolvent, or shall suffer or consent to or apply for the appointment of
a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower or any of its Subsidiaries shall
file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from
time to time (“Bankruptcy Code”), or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or Borrower or any of its Subsidiaries shall file an answer admitting the jurisdiction of the court and the
material allegations of any involuntary petition; or Borrower or any its Subsidiaries shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower or any of its Subsidiaries by any court of competent jurisdiction under
the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors. 
 (h) Any judgments or arbitration awards are entered against the Borrower or any of its Subsidiaries, or the Borrower or any of its Subsidiaries enters into any settlement agreements with respect to any
litigation or arbitration, in an aggregate amount $500,000 (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and
does not dispute coverage). 
 (i) The service of a notice of levy and/or of a writ of attachment or execution, or other like
process, against all or any material part of the assets of Borrower or any of its Subsidiaries and is not released, vacated or fully bonded within 30 days after its issue or levy. 

(j) Any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to
bankruptcy, reorganization or other relief for debtors is filed or commenced against Borrower or any of its Subsidiaries, and the involuntary petition or proceeding continues undismissed more than 60 days following the date of its filing.


  
 -28-









 (k) The Bank fails to have an enforceable first Lien on or security interest in any property
given as security for the Borrower’s obligations under this Agreement and the other Loan Documents, subject to Liens permitted by Section 5.7. 
 (l) The dissolution or liquidation of Borrower or any of its material Subsidiaries; or Borrower or any of its material Subsidiaries, or any of its directors, stockholders or members, shall take action
seeking to effect the dissolution or liquidation of Borrower or such Subsidiary. 
 (m) Any provision of this Agreement or any
Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Borrower’s obligations hereunder or thereunder, ceases to be in full
force and effect in any material respect; or the Borrower or any other Person contests in any manner the validity or enforceability of any provision of this Agreement or any Loan Document; or the Borrower denies that it has any or further liability
or obligation under this Agreement or any Loan Document (provided, however, that if Borrower claims that such obligations have been paid, such claim shall not be considered a denial of liability), or purports to revoke, terminate or rescind any
provision of this Agreement or any Loan Document. 
 (n) Any government authority takes action that the Bank believes materially
adversely affects the Borrower’s financial condition or ability to repay. 
 (o) A material portion of the Equipment is so
demolished, destroyed or damaged that, in the reasonable opinion of the Bank, the Equipment cannot be restored, rebuilt or replaced with available funds within a reasonable period of time and in any event, prior to the maturity of the Term Loans.

 SECTION 6.2. REMEDIES. Upon the occurrence of any Event of Default: (a) all indebtedness of Borrower under each of the
Loan Documents, any term thereof to the contrary notwithstanding, shall at Bank’s option and without notice become immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are hereby expressly waived
by Borrower; (b) the obligation, if any, of Bank to extend any further credit under any of the Loan Documents shall immediately cease and terminate; and (c) Bank shall have all rights, powers and remedies available under each of the Loan
Documents, or accorded by law, including without limitation the right to resort 

  
 -29-









 
to any or all security for any credit subject hereto and to exercise any or all of the rights of a beneficiary or secured party pursuant to applicable law. All rights, powers and remedies of Bank
may be exercised at any time by Bank and from time to time after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity. 

ARTICLE VII 

MISCELLANEOUS 
 SECTION 7.1. NO WAIVER. No delay, failure or discontinuance of Bank in exercising any right, power or remedy under any of the Loan Documents shall affect or operate as a waiver of such right, power or
remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or
approval of any kind by Bank of any breach of or default under any of the Loan Documents must be in writing and shall be effective only to the extent set forth in such writing. 

SECTION 7.2. NOTICES. All notices, requests and demands which any party is required or may desire to give to any other party under any
provision of this Agreement must be in writing delivered to each party at the following address: 
  

			
	    BORROWER:	  	Kewaunee Scientific Corporation
		  	P.O. Box 1842
		  	Statesville, North Carolina 28687
		  	Attention:             D. Michael Parker


  
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	    BANK:	  	WELLS FARGO BANK, NATIONAL ASSOCIATION
		  	200 1st Ave. NW, 2nd Floor
		  	Hickory, NC 28603
		  	Attention: Michael J. Bennett

 or to such other address as any party may designate by written notice to all other parties. Each such notice, request and
demand shall be deemed given or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage
prepaid; and (c) if sent by telecopy, upon receipt. 
 SECTION 7.3. COSTS, EXPENSES AND ATTORNEYS’ FEES; INDEMNITY.

 (a) Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and
expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of Bank’s in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement
and the other Loan Documents, Bank’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank’s rights and/or the collection of any amounts which
become due to Bank under any of the Loan Documents, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial
or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by
Bank or any other Person) relating to Borrower or any other Person. 
 (b) Borrower shall indemnify Bank and each of its
affiliates and the partners, directors, officers, employees, agents and advisors (each, an “Indemnitee”) against, and hold each of them harmless from, any and all costs, losses, liabilities, claims, damages and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, which may be incurred by or asserted against any Indemnitee arising out of, in connection with or as a result of (i) the execution or delivery of any this Agreement or any
other agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of any of the transactions contemplated hereby, (ii) any of the Line of Credit or the Term
Loans or any actual or proposed use of 

  
 -31-









 
the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned by Borrower or any Environmental Liability related in any way to
Borrower or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory and regardless of whether any Indemnitee is a party thereto;
provided, that Borrower shall not be obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and
nonappealable judgment. 
 SECTION 7.4. SUCCESSORS, ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of
the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interests or rights hereunder without Bank’s prior written consent. Bank reserves
the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank’s rights and benefits under each of the Loan Documents. In connection therewith, Bank may disclose all documents and
information which Bank now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, or any collateral required hereunder. 
 SECTION 7.5. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Bank with respect to each credit subject hereto and supersede all
prior negotiations, communications, discussions and correspondence concerning the subject matter hereof. This Agreement may be amended or modified only in writing signed by each party hereto. 

SECTION 7.6. NO THIRD PARTY BENEFICIARIES. This Agreement is made and entered into for the sole protection and benefit of the parties
hereto and their respective permitted successors and assigns, and no other Person shall be a third party beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any other of the Loan Documents to
which it is not a party. 
 SECTION 7.7. TIME. Time is of the essence of each and every provision of this Agreement and each
other of the Loan Documents. 

  
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 SECTION 7.8. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Agreement. 

SECTION 7.9. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall
be deemed to be an original, and all of which when taken together shall constitute one and the same Agreement. 
 SECTION 7.10.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflicts of law or choice of law principles thereof. 

SECTION 7.11. ARBITRATION; WAIVER OF JURY TRIAL. 
 (a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees,
officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization,
administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit. 
 (b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in North Carolina selected by the American Arbitration Association (“AAA”); (ii) be governed by
the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties
shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration
shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein,
as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by
any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12
U.S.C. §91 or any similar applicable state law. 

  
 -33-









 (c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration
requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or
(iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of
the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph. 

(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less
will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a
panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of North Carolina or a neutral retired judge of the
state or federal judiciary of North Carolina, in either case with a minimum of ten years’ experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue
is arbitrable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions
which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of North Carolina and may grant any remedy or relief that a
court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take
such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the North Carolina Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the
plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. 

  
 -34-









 (e) Discovery. In any arbitration proceeding, discovery will be permitted in
accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery
periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining information is
available. 
 (f) Class Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes
by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or
in a private attorney general capacity. 
 (g) Payment Of Arbitration Costs And Fees. The arbitrator shall award
all costs and expenses of the arbitration proceeding. 
 (h) Miscellaneous. To the maximum extent practicable, the AAA,
the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence,
content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies
to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any
relationship between the parties. 
 (i) Waiver of Jury Trial. The parties hereto hereby acknowledge that by agreeing to
binding arbitration they have irrevocably waived their respective rights to a jury trial with respect to any action, claim or other proceeding arising out of any dispute in connection this Agreement or any other agreement or document delivered in
connection herewith, any rights or obligations hereunder or thereunder, or the performance of such rights and obligations. This provision is a material inducement for the parties entering into this Agreement. 

[SIGNATURE PAGE FOLLOWS] 

  
 -35-









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, with the
intention that it constitute an instrument under seal, as of the day and year first written above. 
  

											
	KEWAUNEE SCIENTIFIC	 		 		 	WELLS FARGO BANK,
				
	CORPORATION	 		 		 	NATIONAL ASSOCIATION
						
	By:	 	 /s/ D. Michael Parker
	 	(seal)	 		 	By:	 	/s/ Michael J. Bennett
	Name: D. Michael Parker	 		 		 	Name: Michael J. Bennett
	Title:	 	Senior Vice President – Finance,	 		 		 	Title: Vice President
		 	Chief Financial Officer,	 		 		 		 	
		 	Secretary and Treasurer	 		 		 		 	








 Annex I 
 Certain Definitions 
 In addition to words and terms defined
elsewhere in the Agreement, the following terms shall have the meanings provided below: 
 “Closing Date” means the
date of this Agreement. 
 “Direct Foreign Subsidiary” means any Foreign Subsidiary if Equity Interests representing
more than 50% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests of such Person are owned by the Borrower, a Domestic Subsidiary or any combination thereof.

 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the
United States. 
 “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the
securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other
interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are
outstanding on any date of determination. 
 “Foreign Subsidiary” means a Subsidiary other than a Domestic Subsidiary
and for purposes of clarity with regards to Foreign Subsidiary Credit Lines includes Kewaunee Labway India. 







 “GAAP” means generally accepted accounting principles in the United States of
America. 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement,
any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). 
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity. 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of
which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. 

“Swap Contract” means any agreement, whether or not in writing, relating to any Swap Transaction, including, unless the context
otherwise clearly requires, any form of master agreement (the “Master Agreement”) published by the International Swaps and Derivatives Association, Inc., or any other master agreement, entered into between Swap Counterparty and the
Borrower (or its affiliate) in connection with the Line of Credit or any of the Term Loans, together with any related schedule and confirmation, as amended, supplemented, superseded or replaced from time to time, relating to or governing any Swap
Transaction. 
 “Swap Counterparty” means the Bank or an affiliate of the Bank, in its capacity as counterparty under
any Swap Contract. 
 “Swap Transaction” means any transaction that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction,








 
currency swap, cross-currency rate swap, swap option, currency option or any other similar transaction (including any option to enter into the foregoing) or any combination of the foregoing,
entered into between any Swap Counterparty and the Borrower (or its affiliate). 
 “Voting Equity Interests” means,
with respect to any Person, the Equity Interests entitled to vote for members of the board of directors or equivalent governing body of such Person. 
 “UCC” means the Uniform Commercial Code as in effect in the State of North Carolina, as may be amended from time to time. 







 REVOLVING LINE OF CREDIT NOTE 

 

			
	 $20,000,000.00
	  	Hickory, North Carolina
		
		  	May 6, 2013

 FOR VALUE RECEIVED, the undersigned KEWAUNEE SCIENTIFIC CORPORATION
(“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 200 1st Ave. NW, 2nd Floor, Hickory, North Carolina, or at such other place as the holder hereof may designate, in lawful money of the
United States of America and in immediately available funds, the principal sum of TWENTY MILLION DOLLARS ($20,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date
of its disbursement as set forth herein. 
 DEFINITIONS: 

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the
meaning set forth at the place defined: 
 (a) “Business Day” means any day except a Saturday, Sunday or any other day
on which commercial banks in North Carolina are authorized or required by law to close. 
 (b) “Daily One Month LIBOR”
means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month period. 

  
 -1-









 (c) “LIBOR” means the rate per annum (rounded upward, if necessary, to the nearest
whole 1/8 of 1%) and determined pursuant to the following formula: 
  

											
		 	 LIBOR =
	 		  	Base LIBOR	  		  	
		 		 		  	100% - LIBOR Reserve Percentage	  		  	

 (i) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by Bank as
the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of interest for loans making reference thereto, for delivery of funds for one (1) month in an amount
equal to the outstanding principal balance of this Note. Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in its
discretion deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market. 
 (ii) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as
defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected changes in such reserve percentage during the term of this Note. 
 INTEREST: 
 (a) Interest. The outstanding principal balance of this
Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum determined by Bank to be 1.50% above Daily One Month LIBOR in effect from time to time. Each change in the rate of interest
hereunder shall become effective on each Business Day a change in Daily One Month LIBOR is announced within Bank. Bank is hereby authorized to note the date and interest rate applicable to this Note and any payments made thereon on Bank’s books
and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted. 

(b) Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to
become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and
(ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed 

  
 -2-









 
by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or
directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are
attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower. 

(c) Payment of Interest. Interest accrued on this Note shall be payable on the first (1st) day of each month, commencing on June 1, 2013.

 (d) Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing
hereunder becomes due and payable by acceleration or otherwise, or at Bank’s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of this Note shall bear interest at an increased rate
per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note. 
 BORROWING AND REPAYMENT: 
 (a) Borrowing and Repayment. Borrower may from
time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing
this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced
hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in
full on May 1, 2016. 
 (b) Advances. Advances hereunder, to the total amount of the principal sum stated above, may
be made by the holder at the oral or written request of (i) any officer of the Borrower acting alone, who is authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is
received by the holder at the office designated above, or (ii) any 

  
 -3-









 
person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the
benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or
has been authorized by Borrower. 
 (c) Application of Payments. Each payment made on this Note shall be credited first,
to any interest then due and second, to the outstanding principal balance hereof. 
 EVENTS OF DEFAULT: 

This Note is made pursuant to and is subject to the terms and conditions of that certain Credit and Security Agreement between Borrower
and Bank dated as of May 6, 2013, as amended from time to time (the “Credit Agreement”). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall
constitute an “Event of Default” under this Note. 
 MISCELLANEOUS: 

(a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all
sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the
obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses,
including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the
collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or
appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank
or any other person) relating to Borrower or any other person or entity. 

  
 -4-









 (b) Obligations Joint and Several. Should more than one person or entity sign this
Note as a Borrower, the obligations of each such Borrower shall be joint and several. 
 (c) Governing Law. This Note
shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflicts of law or choice of law principles thereof. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 -5-









 IN WITNESS WHEREOF, the undersigned has executed this Note, with the intention that it
constitute an instrument under seal, as of the date first written above. 
  

									
	KEWAUNEE SCIENTIFIC CORPORATION	 		 	
					
	By:	 	/s/ D. Michael Parker	 	(seal)	 		  	
	Name: D. Michael Parker	 		 	
	Title:	 	Senior Vice President – Finance,	 		 	
		 	Chief Financial Officer,	 		 		  	
		 	Secretary and Treasurer	 		 		  	








 TERM NOTE A 
  


			
	 $3,450,000.22
	  	Hickory, North Carolina
		
		  	May 6, 2013

 FOR VALUE RECEIVED, the undersigned KEWAUNEE SCIENTIFIC CORPORATION
(“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 200 1st Ave. NW, 2nd Floor, Hickory, North Carolina, or at such other place as the holder hereof may designate, in lawful money of the
United States of America and in immediately available funds, the principal sum of THREE MILLION FOUR HUNDRED FIFTY THOUSAND AND 22/100 DOLLARS ($3,450,000.22), with interest thereon as set forth herein. 

DEFINITIONS: 

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the
meaning set forth at the place defined: 
 (a) “Business Day” means (i) for purposes other than as set forth in
clause (ii) below, any day except a Saturday, Sunday or any other day on which commercial banks in North Carolina are authorized or required by law to close, and (ii) with respect to all notices and determinations in connection with LIBOR
and Base LIBOR, any day on which dealings in Dollar deposits are conducted by and between banks in the London Inter-Bank Market. 
 (b) “Fixed Rate Term” means a period of one (1) month during which the entire outstanding principal balance of this Note bears interest determined in relation to LIBOR, with the
understanding that: 
 (i) the initial Fixed Rate Term shall commence on the date this Note is disbursed and shall continue up
to, but shall not include, June 3, 2013; 

  
 -1-









 (ii) thereafter each Fixed Rate Term shall commence automatically,
without notice to or consent from Borrower, on the first
(1st) day of each month and shall continue up to, but
shall not include, the first (1st) day of the
immediately following month; and 
 (iii) if, on the first day of the last Fixed Rate Term applicable hereto the remaining term
of this Note is less than one (1) month, said Fixed Rate Term shall be in effect only until the scheduled maturity date hereof. 
 If any
Fixed Rate Term is scheduled to commence on a day which is not a Business Day, then such Fixed Rate Term shall commence on the next succeeding Business Day. 
 (c) “LIBOR” means the rate per annum and determined pursuant to the following formula: 
  

									
	 LIBOR =
	 		  	Base LIBOR	  		  	
		 		  	100% - LIBOR Reserve Percentage	  		  	

 (i) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by Bank as
the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of a Fixed Rate Term for delivery of funds on
said date for a period of time approximately equal to the number of days in such Fixed Rate Term and in an amount approximately equal to the principal amount to which such Fixed Rate Term applies. Borrower understands and agrees that Bank may base
its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in its discretion deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the
London Inter-Bank Market and that such determination may be made by Bank two Business Days prior to the first day of such Fixed Rate Term. 

  
 -2-









 (ii) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected changes in such reserve percentage
during the applicable Fixed Rate Term. 
 (d) “Prime Rate” means at any time the rate of interest most recently
announced within Bank at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Bank’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making
reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate. 
 INTEREST: 
 (a) Interest. The outstanding principal balance of this
Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fixed rate per annum determined by Bank to be 1.575% above LIBOR in effect on the first day of each Fixed Rate Term. With respect to each Fixed Rate Term
hereunder, Bank is hereby authorized to note the date and interest rate applicable thereto and any payments made thereon on Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which
notations shall be prima facie evidence of the accuracy of the information noted. 
 (b) Taxes and Regulatory Costs.
Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes)
imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed by the Federal Deposit Insurance
Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other
governmental authority and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable
allocation made by Bank among its operations shall be conclusive and binding upon Borrower. 

  
 -3-









 (c) Payment of Interest. Interest accrued on this Note shall be payable on the same
day of each month that principal payments are due hereunder, commencing June 3, 2013; provided, however, that if any such interest due date is not a Business Day, interest shall accrue to and be due and payable on the next
succeeding Business Day. 
 (d) Default Interest. From and after the maturity date of this Note, or such earlier date as
all principal owing hereunder becomes due and payable by acceleration or otherwise, or at Bank’s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of this Note shall bear interest
at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note. 

REPAYMENT AND PREPAYMENT: 
 (a) Repayment. Principal shall be payable on the day of each month and in installments as set forth on Schedule 1 attached hereto and incorporated herein by this reference, commencing
June 3, 2013, and continuing up to and including April 1, 2020, with a final installment consisting of all remaining unpaid principal due and payable in full on May 1, 2020. 

(b) Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the
outstanding principal balance hereof. 
 (c) Prepayment. Borrower may prepay principal on this Note at any time and in
the minimum amount of Fifty Thousand Dollars ($50,000.00); provided, however, that if the outstanding principal balance of this Note is less than said amount, the minimum prepayment amount shall be the entire outstanding principal
balance hereof. In consideration of Bank providing this prepayment option to Borrower, or if this Note shall become due and payable at any time prior to the last day of any Fixed Rate Term by acceleration or otherwise, Borrower shall pay to Bank
immediately upon demand a fee which is the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such Fixed Rate Term matures, calculated as follows for each such month: 

 

	 	(i)	Determine the amount of interest which would have accrued each month on the amount prepaid at the interest rate applicable to such amount had it remained
outstanding until the last day of the Fixed Rate Term applicable thereto. 


  
 -4-










	 	(ii)	Subtract from the amount determined in (i) above the amount of interest which would have accrued for the same month on the amount prepaid for the remaining
term of such Fixed Rate Term at LIBOR in effect on the date of prepayment for new loans made for such term and in a principal amount equal to the amount prepaid. 


 

	 	(iii)	If the result obtained in (ii) for any month is greater than zero, discount that difference by LIBOR used in (ii) above. 


Borrower acknowledges that prepayment of such amount may result in Bank incurring additional costs, expenses and/or liabilities, and that it is difficult
to ascertain the full extent of such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment costs, expenses and/or
liabilities of Bank. If Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall thereafter bear interest until paid at a rate per annum four percent (4%) above the Prime Rate in effect from time to time
(computed on the basis of a 360-day year, actual days elapsed). 
 All prepayments of principal shall be applied on the most
remote principal installment or installments then unpaid. 
 EVENTS OF DEFAULT: 

This Note is made pursuant to and is subject to the terms and conditions of that certain Credit and Security Agreement between Borrower
and Bank dated as of May 6, 2013, as amended from time to time (the “Credit Agreement”). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall
constitute an “Event of Default” under this Note. 

  
 -5-









 MISCELLANEOUS: 
 (a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be
immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower. Borrower shall pay to the holder immediately upon demand the full
amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in
connection with the enforcement of the holder’s rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without
limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without
limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. 
 (b) Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several. 

(c) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of North Carolina,
without reference to the conflicts of law or choice of law principles thereof. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


  
 -6-









 IN WITNESS WHEREOF, the undersigned has executed this Note, with the intention that it
constitute an instrument under seal, as of the date first written above. 
  

									
	KEWAUNEE SCIENTIFIC CORPORATION	 		 	
					
	By:	 	/s/ D. Michael Parker	 	(seal)	 		  	
	Name:	 	D. Michael Parker	 		 	
	Title:	 	Senior Vice President – Finance,	 		 	
		 	Chief Financial Officer,	 		 		  	
		 	Secretary and Treasurer	 		 		  	








 SCHEDULE 1 
 TO TERM NOTE 
 The Note will be paid in the principal amounts plus accrued interest on the dates
as shown below: 
  

									
	 Payment Due Date
	  	 Principal Payment Due
	 	  	 Remaining Principal

Outstanding
	 
	 	  	 	 	  	 (following scheduled

principal payment)
	 
	 May 01, 2013
	  	$	0.00	  	  	$	3,450,000.22	  
	 Jun 03, 2013
	  	$	16,666.66	  	  	$	3,433,333.56	  
	 Jul 01, 2013
	  	$	16,666.66	  	  	$	3,416,666.90	  
	 Aug 01, 2013
	  	$	16,666.66	  	  	$	3,400,000.24	  
	 Sep 03, 2013
	  	$	16,666.66	  	  	$	3,383,333.58	  
	 Oct 01, 2013
	  	$	16,666.66	  	  	$	3,366,666.92	  
	 Nov 01, 2013
	  	$	16,666.66	  	  	$	3,350,000.26	  
	 Dec 02, 2013
	  	$	16,666.66	  	  	$	3,333,333.60	  
	 Jan 02, 2014
	  	$	16,666.66	  	  	$	3,316,666.94	  
	 Feb 03, 2014
	  	$
	16,666.66
	  
	  	$	3,300,000.28	  
	 Mar 03, 2014
	  	$	16,666.66	  	  	$	3,283,333.62	  
	 Apr 01, 2014
	  	$	16,666.66	  	  	$	3,266,666.96	  
	 May 01, 2014
	  	$	16,666.66	  	  	$	3,250,000.30	  
	 Jun 02, 2014
	  	$	16,666.66	  	  	$	3,233,333.64	  
	 Jul 01, 2014
	  	$	16,666.66	  	  	$	3,216,666.98	  
	 Aug 01, 2014
	  	$	16,666.66	  	  	$	3,200,000.32	  
	 Sep 02, 2014
	  	$	16,666.66	  	  	$	3,183,333.66	  


  
 -8-










				            				            	
	 Oct 01, 2014
	  	$	    16,666.66	  	  	$	    3,166,667.00	  
	 Nov 03, 2014
	  	$	16,666.66	  	  	$	3,150,000.34	  
	 Dec 01, 2014
	  	$	16,666.66	  	  	$	3,133,333.68	  
	 Jan 02, 2015
	  	$	16,666.66	  	  	$	3,116,667.02	  
	 Feb 02, 2015
	  	$	16,666.66	  	  	$	3,100,000.36	  
	 Mar 02, 2015
	  	$	16,666.66	  	  	$	3,083,333.70	  
	 Apr 01, 2015
	  	$	16,666.66	  	  	$	3,066,667.04	  
	 May 01, 2015
	  	$	16,666.66	  	  	$	3,050,000.38	  
	 Jun 01, 2015
	  	$	16,666.66	  	  	$	3,033,333.72	  
	 Jul 01, 2015
	  	$	16,666.66	  	  	$	3,016,667.06	  
	 Aug 03, 2015
	  	$	16,666.66	  	  	$	3,000,000.40	  
	 Sep 01, 2015
	  	$	16,666.66	  	  	$	2,983,333.74	  
	 Oct 01, 2015
	  	$	16,666.66	  	  	$	2,966,667.08	  


  
 -9-










									
	 Payment Due Date
	  	 Principal Payment Due
	 	  	 Remaining Principal

Outstanding
	 
	 	  	 	 	  	 (following scheduled

principal payment)
	 
	 Nov 02, 2015
	  	$	16,666.66	  	  	$	2,950,000.42	  
	 Dec 01, 2015
	  	$	16,666.66	  	  	$	2,933,333.76	  
	 Jan 04, 2016
	  	$	16,666.66	  	  	$	2,916,667.10	  
	 Feb 01, 2016
	  	$	16,666.66	  	  	$	2,900,000.44	  
	 Mar 01, 2016
	  	$	16,666.66	  	  	$	2,883,333.78	  
	 Apr 01, 2016
	  	$	16,666.66	  	  	$	2,866,667.12	  
	 May 02, 2016
	  	$	16,666.66	  	  	$	2,850,000.46	  
	 Jun 01, 2016
	  	$	16,666.66	  	  	$	2,833,333.80	  
	 Jul 01, 2016
	  	$	16,666.66	  	  	$	2,816,667.14	  
	 Aug 01, 2016
	  	$	16,666.66	  	  	$	2,800,000.48	  
	 Sep 01, 2016
	  	$	16,666.66	  	  	$	2,783,333.82	  
	 Oct 03, 2016
	  	$	16,666.66	  	  	$	2,766,667.16	  
	 Nov 01, 2016
	  	$	16,666.66	  	  	$	2,750,000.50	  
	 Dec 01, 2016
	  	$	16,666.66	  	  	$	2,733,333.84	  
	 Jan 03, 2017
	  	$	16,666.66	  	  	$	2,716,667.18	  
	 Feb 01, 2017
	  	$	16,666.66	  	  	$	2,700,000.52	  
	 Mar 01, 2017
	  	$	16,666.66	  	  	$	2,683,333.86	  
	 Apr 03, 2017
	  	$	16,666.66	  	  	$	2,666,667.20	  
	 May 01, 2017
	  	$	16,666.66	  	  	$	2,650,000.54	  
	 Jun 01, 2017
	  	$	16,666.66	  	  	$	2,633,333.88	  
	 Jul 03, 2017
	  	$	16,666.66	  	  	$	2,616,667.22	  


  
 -10-










									
	 Aug 01, 2017
	  	$	    16,666.66	  	  	$	    2,600,000.56	  
	 Sep 01, 2017
	  	$	78,787.90	  	  	$	2,521,212.66	  
	 Oct 02, 2017
	  	$	78,787.90	  	  	$	2,442,424.76	  
	 Nov 01, 2017
	  	$	78,787.90	  	  	$	2,363,636.86	  
	 Dec 01, 2017
	  	$	78,787.90	  	  	$	2,284,848.96	  
	 Jan 02, 2018
	  	$	78,787.90	  	  	$	2,206,061.06	  
	 Feb 01, 2018
	  	$	78,787.90	  	  	$	2,127,273.16	  
	 Mar 01, 2018
	  	$	78,787.90	  	  	$	2,048,485.26	  
	 Apr 02, 2018
	  	$	78,787.90	  	  	$	1,969,697.36	  


  
 -11-










									
	 Payment Due Date
	  	 Principal Payment Due
	 	  	 Remaining Principal

Outstanding
	 
	 	  	 	 	  	 (following scheduled

principal payment)
	 
	 May 01, 2018
	  	$	78,787.90	  	  	$	1,890,909.46	  
	 Jun 01, 2018
	  	$	78,787.90	  	  	$	1,812,121.56	  
	 Jul 02, 2018
	  	$	78,787.90	  	  	$	1,733,333.66	  
	 Aug 01, 2018
	  	$	78,787.90	  	  	$	1,654,545.76	  
	 Sep 04, 2018
	  	$	78,787.90	  	  	$	1,575,757.86	  
	 Oct 01, 2018
	  	$	78,787.90	  	  	$	1,496,969.96	  
	 Nov 01, 2018
	  	$	78,787.90	  	  	$	1,418,182.06	  
	 Dec 03, 2018
	  	$	78,787.90	  	  	$	1,339,394.16	  
	 Jan 02, 2019
	  	$	78,787.90	  	  	$	1,260,606.26	  
	 Feb 01, 2019
	  	$	78,787.90	  	  	$	1,181,818.36	  
	 Mar 01, 2019
	  	$	78,787.90	  	  	$	1,103,030.46	  
	 Apr 01, 2019
	  	$	78,787.90	  	  	$	1,024,242.56	  
	 May 01, 2019
	  	$	78,787.90	  	  	$	945,454.66	  
	 Jun 03, 2019
	  	$	78,787.90	  	  	$	866,666.76	  
	 Jul 01, 2019
	  	$	78,787.90	  	  	$	787,878.86	  
	 Aug 01, 2019
	  	$	78,787.90	  	  	$	709,090.96	  
	 Sep 03, 2019
	  	$	78,787.90	  	  	$	630,303.06	  
	 Oct 01, 2019
	  	$	78,787.90	  	  	$	551,515.16	  
	 Nov 01, 2019
	  	$	78,787.90	  	  	$	472,727.26	  
	 Dec 02, 2019
	  	$	78,787.90	  	  	$	393,939.36	  
	 Jan 02, 2020
	  	$	78,787.90	  	  	$	315,151.46	  


  
 -12-










									
	 Feb 03, 2020
	  	$	    78,787.90	  	  	$	    236,363.56	  
	 Mar 02, 2020
	  	$	78,787.90	  	  	$	157,575.66	  
	 Apr 01, 2020
	  	$	78,787.90	  	  	$	78,787.76	  
	 May 01, 2020
	  	$	78,787.76	  	  	$	0.00	  


  
 -13-









 TERM NOTE B 
  


			
	 $1,549,999.78
	  	Hickory, North Carolina
		
		  	May 6, 2013

 FOR VALUE RECEIVED, the undersigned KEWAUNEE SCIENTIFIC CORPORATION
(“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 200 1st Ave. NW, 2nd Floor, Hickory, North Carolina, or at such other place as the holder hereof may designate, in lawful money of the
United States of America and in immediately available funds, the principal sum of ONE MILLION FIVE HUNDRED FORTY-NINE THOUSAND NINE HUNDRED NINETY-NINE AND 78/100 DOLLARS ($1,549,999.78), with interest thereon as set forth herein. 

DEFINITIONS: 

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the
meaning set forth at the place defined: 
 (a) “Business Day” means any day except a Saturday, Sunday or any other day
on which commercial banks in North Carolina are authorized or required by law to close. 
 (b) “Fixed Rate Term” means
a period of one (1) month during which the entire outstanding principal balance of this Note bears interest determined in relation to LIBOR, with the understanding that: 
 (i) the initial Fixed Rate Term shall commence on the date this Note is disbursed and shall continue up to, but shall not include, June 3, 2013; 

  
 -1-









 (ii) thereafter each Fixed Rate Term shall commence automatically,
without notice to or consent from Borrower, on the first
(1st) day of each month and shall continue up to, but
shall not include, the first (1st) day of the
immediately following month; and 
 (iii) if, on the first day of the last Fixed Rate Term applicable hereto the remaining term
of this Note is less than one (1) month, said Fixed Rate Term shall be in effect only until the scheduled maturity date hereof. 
 If any
Fixed Rate Term is scheduled to commence on a day which is not a Business Day, then such Fixed Rate Term shall commence on the next succeeding Business Day. 
 (c) “LIBOR” means the rate per annum (rounded upward, if necessary, to the nearest 1/8 of 1%) and determined pursuant to the following formula: 

 

									
	 LIBOR =
	 		  	Base LIBOR	  		  	
		 		  	100% - LIBOR Reserve Percentage	  		  	

 (i) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by Bank as
the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of a Fixed Rate Term for delivery of funds on
said date for a period of time approximately equal to the number of days in such Fixed Rate Term and in an amount approximately equal to the principal amount to which such Fixed Rate Term applies. Borrower understands and agrees that Bank may base
its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in its discretion deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the
London Inter-Bank Market. 
 (ii) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected changes in such reserve percentage during the
applicable Fixed Rate Term. 

  
 -2-









 (d) “Prime Rate” means at any time the rate of interest most recently announced
within Bank at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Bank’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference
thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate. 
 INTEREST: 
 (a) Interest. The outstanding principal balance of this
Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fixed rate per annum determined by Bank to be 1.575% above LIBOR in effect on the first day of each Fixed Rate Term. With respect to each Fixed Rate Term
hereunder, Bank is hereby authorized to note the date and interest rate applicable thereto and any payments made thereon on Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which
notations shall be prima facie evidence of the accuracy of the information noted. 
 (b) Taxes and Regulatory
Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise
taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed by the Federal Deposit
Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or
other governmental authority and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any
reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower. 
 (c) Payment
of Interest. Interest accrued on this Note shall be payable on the same day of each month that principal payments are due hereunder, commencing June 3, 2013; provided, however, that if any such interest due date is not a
Business Day, interest shall accrue to and be due and payable on the next succeeding Business Day. 

  
 -3-









 (d) Default Interest. From and after the maturity date of this Note, or such earlier
date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or at Bank’s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of this Note shall bear
interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note. 

REPAYMENT AND PREPAYMENT: 
 (a) Repayment. Principal shall be payable on the day of each month and in installments as set forth on Schedule 1 attached hereto and incorporated herein by this reference, commencing
June 3, 2013, and continuing up to and including April 1, 2020, with a final installment consisting of all remaining unpaid principal due and payable in full on May 1, 2020. 

(b) Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the
outstanding principal balance hereof. 
 (c) Prepayment. Borrower may prepay principal on this Note at any time and in
the minimum amount of Fifty Thousand Dollars ($50,000.00); provided, however, that if the outstanding principal balance of this Note is less than said amount, the minimum prepayment amount shall be the entire outstanding principal
balance hereof. In consideration of Bank providing this prepayment option to Borrower, or if this Note shall become due and payable at any time prior to the last day of any Fixed Rate Term by acceleration or otherwise, Borrower shall pay to Bank
immediately upon demand a fee which is the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such Fixed Rate Term matures, calculated as follows for each such month: 

 

	 	(i)	Determine the amount of interest which would have accrued each month on the amount prepaid at the interest rate applicable to such amount had it remained
outstanding until the last day of the Fixed Rate Term applicable thereto. 

  

	 	(ii)	Subtract from the amount determined in (i) above the amount of interest which would have accrued for the same month on the amount prepaid for the remaining
term of such Fixed Rate Term at LIBOR in effect on the date of prepayment for new loans made for such term and in a principal amount equal to the amount prepaid. 


  
 -4-










	 	(iii)	If the result obtained in (ii) for any month is greater than zero, discount that difference by LIBOR used in (ii) above. 


Borrower acknowledges that prepayment of such amount may result in Bank incurring additional costs, expenses and/or liabilities, and that it is difficult
to ascertain the full extent of such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment costs, expenses and/or
liabilities of Bank. If Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall thereafter bear interest until paid at a rate per annum four percent (4%) above the Prime Rate in effect from time to time
(computed on the basis of a 360-day year, actual days elapsed). 
 All prepayments of principal shall be applied on the most
remote principal installment or installments then unpaid. 
 EVENTS OF DEFAULT: 

This Note is made pursuant to and is subject to the terms and conditions of that certain Credit and Security Agreement between Borrower
and Bank dated as of May 6, 2013, as amended from time to time (the “Credit Agreement”). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall
constitute an “Event of Default” under this Note. 
 MISCELLANEOUS: 

(a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all
sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower. Borrower
shall pay to the holder 

  
 -5-









 
immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs
of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or
defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing
incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. 

(b) Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each
such Borrower shall be joint and several. 
 (c) Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of North Carolina, without reference to the conflicts of law or choice of law principles thereof. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 -6-









 IN WITNESS WHEREOF, the undersigned has executed this Note, with the intention that it
constitute an instrument under seal, as of the date first written above. 
  

									
	KEWAUNEE SCIENTIFIC CORPORATION	 		 	
					
	By:	 	/s/ D. Michael Parker	 	(seal)	 		  	
	Name:	 	D. Michael Parker	 		 	
	Title:	 	Senior Vice President – Finance,	 		 	
		 	Chief Financial Officer,	 		 		  	
		 	Secretary and Treasurer	 		 		  	








 SCHEDULE 1 
 TO TERM NOTE 
 The Note will be paid in the principal amounts plus accrued interest on the dates
as shown below: 
  

									
	 Payment Due Date
	  	 Principal Payment Due
	 	  	Remaining Principal
Outstanding	 
	 	  	 	 	  	 (following scheduled

principal payment)
	 
	 May 01, 2013
	  	$	0.00	  	  	$	1,549,999.78	  
	 Jun 03, 2013
	  	$	18,452.38	  	  	$	1,531,547.40	  
	 Jul 01, 2013
	  	$	18,452.38	  	  	$	1,513,095.02	  
	 Aug 01, 2013
	  	$	18,452.38	  	  	$	1,494,642.64	  
	 Sep 03, 2013
	  	$	18,452.38	  	  	$	1,476,190.26	  
	 Oct 01, 2013
	  	$	18,452.38	  	  	$	1,457,737.88	  
	 Nov 01, 2013
	  	$	18,452.38	  	  	$	1,439,285.50	  
	 Dec 02, 2013
	  	$	18,452.38	  	  	$	1,420,833.12	  
	 Jan 02, 2014
	  	$	18,452.38	  	  	$	1,402,380.74	  
	 Feb 03, 2014
	  	$	18,452.38	  	  	$	1,383,928.36	  
	 Mar 03, 2014
	  	$	18,452.38	  	  	$	1,365,475.98	  
	 Apr 01, 2014
	  	$	18,452.38	  	  	$	1,347,023.60	  
	 May 01, 2014
	  	$	18,452.38	  	  	$	1,328,571.22	  
	 Jun 02, 2014
	  	$	18,452.38	  	  	$	1,310,118.84	  
	 Jul 01, 2014
	  	$	18,452.38	  	  	$	1,291,666.46	  
	 Aug 01, 2014
	  	$	18,452.38	  	  	$	1,273,214.08	  


  
 -8-










				                  				                  	
	 Sep 02, 2014
	  	$	    18,452.38	  	  	$	    1,254,761.70	  
	 Oct 01, 2014
	  	$	18,452.38	  	  	$	1,236,309.32	  
	 Nov 03, 2014
	  	$	18,452.38	  	  	$	1,217,856.94	  
	 Dec 01, 2014
	  	$	18,452.38	  	  	$	1,199,404.56	  
	 Jan 02, 2015
	  	$	18,452.38	  	  	$	1,180,952.18	  
	 Feb 02, 2015
	  	$	18,452.38	  	  	$	1,162,499.80	  
	 Mar 02, 2015
	  	$	18,452.38	  	  	$	1,144,047.42	  
	 Apr 01, 2015
	  	$	18,452.38	  	  	$	1,125,595.04	  
	 May 01, 2015
	  	$	18,452.38	  	  	$	1,107,142.66	  
	 Jun 01, 2015
	  	$	18,452.38	  	  	$	1,088,690.28	  
	 Jul 01, 2015
	  	$	18,452.38	  	  	$	1,070,237.90	  
	 Aug 03, 2015
	  	$	18,452.38	  	  	$	1,051,785.52	  
	 Sep 01, 2015
	  	$	18,452.38	  	  	$	1,033,333.14	  
	 Oct 01, 2015
	  	$	18,452.38	  	  	$	1,014,880.76	  


  
 -9-










									
	 Payment Due Date
	  	 Principal Payment Due
	 	  	Remaining Principal
Outstanding	 
	 	  	 	 	  	 (following scheduled

principal payment)
	 
	 Nov 02, 2015
	  	$	18,452.38	  	  	$	996,428.38	  
	 Dec 01, 2015
	  	$	18,452.38	  	  	$	977,976.00	  
	 Jan 04, 2016
	  	$	18,452.38	  	  	$	959,523.62	  
	 Feb 01, 2016
	  	$	18,452.38	  	  	$	941,071.24	  
	 Mar 01, 2016
	  	$	18,452.38	  	  	$	922,618.86	  
	 Apr 01, 2016
	  	$	18,452.38	  	  	$	904,166.48	  
	 May 02, 2016
	  	$	18,452.38	  	  	$	885,714.10	  
	 Jun 01, 2016
	  	$	18,452.38	  	  	$	867,261.72	  
	 Jul 01, 2016
	  	$	18,452.38	  	  	$	848,809.34	  
	 Aug 01, 2016
	  	$	18,452.38	  	  	$	830,356.96	  
	 Sep 01, 2016
	  	$	18,452.38	  	  	$	811,904.58	  
	 Oct 03, 2016
	  	$	18,452.38	  	  	$	793,452.20	  
	 Nov 01, 2016
	  	$	18,452.38	  	  	$	774,999.82	  
	 Dec 01, 2016
	  	$	18,452.38	  	  	$	756,547.44	  
	 Jan 03, 2017
	  	$	18,452.38	  	  	$	738,095.06	  
	 Feb 01, 2017
	  	$	18,452.38	  	  	$	719,642.68	  
	 Mar 01, 2017
	  	$	18,452.38	  	  	$	701,190.30	  
	 Apr 03, 2017
	  	$	18,452.38	  	  	$	682,737.92	  
	 May 01, 2017
	  	$	18,452.38	  	  	$	664,285.54	  
	 Jun 01, 2017
	  	$	18,452.38	  	  	$	645,833.16	  
	 Jul 03, 2017
	  	$	18,452.38	  	  	$	627,380.78	  


  
 -10-










				                  				                  	
	 Aug 01, 2017
	  	$	    18,452.38	  	  	$	    608,928.40	  
	 Sep 01, 2017
	  	$	18,452.38	  	  	$	590,476.02	  
	 Oct 02, 2017
	  	$	18,452.38	  	  	$	572,023.64	  
	 Nov 01, 2017
	  	$	18,452.38	  	  	$	553,571.26	  
	 Dec 01, 2017
	  	$	18,452.38	  	  	$	535,118.88	  
	 Jan 02, 2018
	  	$	18,452.38	  	  	$	516,666.50	  
	 Feb 01, 2018
	  	$	18,452.38	  	  	$	498,214.12	  
	 Mar 01, 2018
	  	$	18,452.38	  	  	$	479,761.74	  
	 Apr 02, 2018
	  	$	18,452.38	  	  	$	461,309.36	  


  
 -11-










									
	 Payment Due Date
	  	 Principal Payment Due
	 	  	Remaining Principal
Outstanding	 
	 	  	 	 	  	 (following scheduled

principal payment)
	 
	 May 01, 2018
	  	$	18,452.38	  	  	$	442,856.98	  
	 Jun 01, 2018
	  	$	18,452.38	  	  	$	424,404.60	  
	 Jul 02, 2018
	  	$	18,452.38	  	  	$	405,952.22	  
	 Aug 01, 2018
	  	$	18,452.38	  	  	$	387,499.84	  
	 Sep 04, 2018
	  	$	18,452.38	  	  	$	369,047.46	  
	 Oct 01, 2018
	  	$	18,452.38	  	  	$	350,595.08	  
	 Nov 01, 2018
	  	$	18,452.38	  	  	$	332,142.70	  
	 Dec 03, 2018
	  	$	18,452.38	  	  	$	313,690.32	  
	 Jan 02, 2019
	  	$	18,452.38	  	  	$	295,237.94	  
	 Feb 01, 2019
	  	$	18,452.38	  	  	$	276,785.56	  
	 Mar 01, 2019
	  	$	18,452.38	  	  	$	258,333.18	  
	 Apr 01, 2019
	  	$	18,452.38	  	  	$	239,880.80	  
	 May 01, 2019
	  	$	18,452.38	  	  	$	221,428.42	  
	 Jun 03, 2019
	  	$	18,452.38	  	  	$	202,976.04	  
	 Jul 01, 2019
	  	$	18,452.38	  	  	$	184,523.66	  
	 Aug 01, 2019
	  	$	18,452.38	  	  	$	166,071.28	  
	 Sep 03, 2019
	  	$	18,452.38	  	  	$	147,618.90	  
	 Oct 01, 2019
	  	$	18,452.38	  	  	$	129,166.52	  
	 Nov 01, 2019
	  	$	18,452.38	  	  	$	110,714.14	  
	 Dec 02, 2019
	  	$	18,452.38	  	  	$	92,261.76	  
	 Jan 02, 2020
	  	$	18,452.38	  	  	$	73,809.38	  


  
 -12-










									
	 Feb 03, 2020
	  	$	    18,452.38	  	  	$	    55,357.00	  
	 Mar 02, 2020
	  	$	18,452.38	  	  	$	36,904.62	  
	 Apr 01, 2020
	  	$	18,452.38	  	  	$	18,452.24	  
	 May 01, 2020
	  	$	18,452.24	  	  	$	0.00	  


  
 -13-