First Financial Bank, National Association


Borrowers: Environmental Quality Management, Inc.


     EQ Engineers, LLC


     Vertterre Corporation


Loan Number: 820106477


 


FIRST AMENDMENT TO LOAN AGREEMENT


 


THIS FIRST AMENDMENT
TO LOAN AGREEMENT (this “Amendment”) is made as of February 27, 2013 (the “Effective Date”),
by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS,
LLC, an Indiana limited liability company (“EQE”), VERTTERRE CORPORATION, a New Mexico corporation
(“Vertterre”; and together with EQMI and EQE, each a “Borrower” and collectively, the “Borrowers”),
and FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”). Each Borrower
and Bank hereby agrees as follows:


 


Preliminary Statements


 


A.           EQMI,
EQE and Bank are parties to that certain Loan Agreement dated as of September 28, 2012 (the “Loan Agreement”).
Capitalized terms which are used, but not defined, in this Amendment will have the meanings given to them in the Loan Agreement.


 


B.           Pursuant
to that certain letter (the “Letter”), dated as of December 27, 2012, among Bank, EQMI, EQE and EQM Technologies
& Energy, Inc., a Delaware corporation (“Parent”), Bank consented, subject to the satisfaction of certain
terms and conditions, to the following (collectively, the “Vertterre Transactions”): (i) a Distribution by
EQMI to Parent in order so that Parent could purchase 100% of the Capital Stock of Vertterre (the “Vertterre Acquisition”),
(ii) the issuance by Parent of a Subordinated Promissory Note, dated as of December 27, 2012, in the original principal amount
of $250,000, payable to Daniel Sandoval (the “Vertterre Subordinated Note”), (iii) the consummation of the
Vertterre Acquisition and any related transactions and ancillary documents in accordance with the terms of the Vertterre Stock
Purchase Agreement (as defined below), and (iv) the transfer of all Parent’s ownership interest in the Capital Stock of
Vertterre to EQMI following the Vertterre Acquisition.


 


C.           The
effectiveness of Bank’s consent, as provided in the Letter, to the Vertterre Transactions was made conditional on,
among other things, (i) Vertterre becoming a borrower under the Loan Agreement and (ii) Vertterre’s Subsidiaries, Landfill
Gas Production L.L.C., a Delaware limited liability company (“LGP”), and Grand Prairie Landfill Gas Production,
Limited Liability Company, a Texas limited liability company (“Grand Prairie”, and together with LGP, Parent,
and each of the Borrowers, each a “Loan Party” and collectively, the “Loan Parties”), becoming
parties to the Loan Agreement in a capacity to be determined by Bank.


 


D.          Now,
in order to satisfy the conditions set forth in the Letter, Bank and each of the Borrowers amend the Loan Agreement and the other
Loan Documents, as applicable, to reflect such modifications, all on the terms, and subject to the conditions, of this Amendment.


 


Statement of Agreement


 


In consideration of
the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, Bank and each
Borrower hereby agree as follows:


 


1.            Amendments
to Loan Agreement. Subject to the satisfaction of the conditions of this Amendment, the Loan Agreement is hereby amended
as follows:


 


1.1           The
opening paragraph of the Loan Agreement is hereby amended in its entirety by substituting the following in its place:


 


THIS LOAN AGREEMENT (this “Agreement”)
among FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”), ENVIRONMENTAL QUALITY
MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE”),
VERTTERRE CORPORATION, a New Mexico corporation (“Vertterre”), and each other Borrower (as defined below) from
time to time party hereto, is as follows:


 






    	 



    	 



    
 


1.2           The
following new definitions are hereby added to Section 1.1 of the Loan Agreement, in their proper alphabetical order, to
provide in their entirety as follows:





 


“EQMI Pledge Agreement”
means the Pledge Agreement dated as of the First Amendment Closing Date between EQMI and Bank.


 


“First Amendment”
means the First Amendment to Loan Agreement dated as of the First Amendment Closing date among Borrowers and Bank.


 


“First Amendment Closing
Date” means February 27, 2013.


 


“Grand Prairie”
means Grand Prairie Landfill Gas Production, Limited Liability Company, a Texas limited liability company.


 


“LGP” means
Landfill Gas Production L.L.C., a Delaware limited liability company.


 


“Permitted Sandoval Distributions”
means any payments to Daniel Sandoval, his successors or permitted assigns, of amounts, if any, that he is entitled to receive
pursuant to Section 2.02(d) of the Vertterre Stock Purchase Agreement.


 


“Vertterre”
has the meaning given in the opening paragraph of this Agreement.


 


“Vertterre Asset Sale”
has the meaning given in Section 10.24 of the Loan Agreement.


 


“Vertterre Pledge Agreement”
means the Pledge Agreement dated as of the First Amendment Closing Date between Vertterre and Bank.


 


“Vertterre Subsidiary
Guaranty” means the Guaranty dated as of the First Amendment Closing Date made by Grand Prairie and LGP in favor of
Bank.


 


“Vertterre Subsidiary
Security Agreement” means the Security Agreement dated as of the First Amendment Closing Date among LGP, Grand Prairie
and Bank.


 


“Vertterre Stock Purchase
Agreement” means that certain Stock Purchase Agreement, dated as of December 27, 2012, between Parent and Daniel Sandoval.


 


1.3           The
following definitions in Section 1.1 of the Loan Agreement are hereby amended in their entirety by substituting the following
in their respective places:


 


“Additional Beacon Noteholder
Subordination Agreement” means the Subordination Agreement, dated as of the Closing Date, among the Additional Beacon
Subordinated Noteholders and Bank, as amended by Reaffirmation and Amendment to Subordination Agreement dated as of the First
Amendment Closing Date.


 


“Borrower”
means each of EQMI, EQE, Vertterre and any other entity, if any, created or acquired after the First Amendment Closing Date which
has been consented to by Bank prior to the formation or acquisition thereof and which is requested by Bank to become a borrower
under this Agreement, and “Borrowers” means, collectively, EQMI, EQE, Vertterre and any other Borrower party
to this Agreement from time to time. To the extent a term or provision of this Agreement or any of the other Loan Documents is
applicable to a “Borrower”, it is applicable to each and every Borrower unless the context expressly indicates otherwise.


 


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


 


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


 




    	- 2 -



    	 



    

 


(ii)         a
change in the ownership of EQMI such that Parent fails to (a) own legally and beneficially, free and clear of any Liens (other
than in favor of Bank), 100%, on a fully diluted basis, of the issued and outstanding voting Capital Stock of EQMI or (b) have
the power to direct or cause the direction of the management and policies of EQMI;


 


(iii)        a
change in the ownership of EQE such that EQMI fails to (a) own legally and beneficially, free and clear of any Liens (other than
in favor of Bank), 100%, on a fully diluted basis, of the issued and outstanding voting Capital Stock of EQE or (b) have the power
to direct or cause the direction of the management and policies of EQE;


 


(iv)        a
change in the ownership of Vertterre such that EQMI fails to (a) own legally and beneficially, free and clear of any Liens (other
than in favor of Bank), 100%, on a fully diluted basis, of the issued and outstanding voting Capital Stock of Vertterre or (b)
have the power to direct or cause the direction of the management and policies of Vertterre;


 


(v)         a
change in the ownership of Grand Prairie such that Vertterre fails to (a) own legally and beneficially, free and clear of any
Liens (other than in favor of Bank), 100%, on a fully diluted basis, of the issued and outstanding voting Capital Stock of Grand
Prairie or (b) have the power to direct or cause the direction of the management and policies of Grand Prairie; and


 


(vi)        a
change in the ownership of LGP such that Vertterre fails to (a) own legally and beneficially, free and clear of any Liens (other
than in favor of Bank), 100%, on a fully diluted basis, of the issued and outstanding voting Capital Stock of LGP or (b) have
the power to direct or cause the direction of the management and policies of LGP.


 


“Consolidated Group”
means Parent and its direct and indirect Subsidiaries (including Borrowers, Grand Prairie and LGP).


 


“December 2011 Beacon
Noteholder Subordination Agreement” means the Subordination Agreement, dated as of the Closing Date, among the December
2011 Beacon Subordinated Noteholders and Bank, as amended by Reaffirmation and Amendment to Subordination Agreement dated as of
the First Amendment Closing Date.


 


“Loan Documents”
means this Agreement, the Revolving Loan Note, the Security Agreement, the Vertterre Subsidiary Security Agreement, the Letter
of Credit Documents, the Cross-Guaranties, the Management Fee Subordination Agreement, the Parent Guaranty, the Vertterre Subsidiary
Guaranty, the Parent Pledge Agreement, the EQMI Pledge Agreement, the Vertterre Pledge Agreement, the Additional Beacon Noteholder
Subordination Agreement, the December 2011 Beacon Noteholder Subordination Agreement, the documents, instruments and agreements
executed in connection with the Federal Assignment of Claims Act and any state Assignment of Claims Law, and all other agreements,
instruments and documents relating to the Loans, including mortgages, deeds of trust, security agreements, subordination agreements,
intercreditor agreements, pledges, powers of attorney, consents, collateral assignments, locked box and cash management agreements,
letter agreements, contracts, notices, leases, financing statements and letters of credit and applications therefor and all other
writings, all of which must be in form and substance satisfactory to Bank, which have been, are as of the date of this Agreement,
or will in the future be signed by, or on behalf of, any one or more Borrowers and delivered to Bank.


 


“Loan Party”
means each of Borrowers, Parent, LGP and Grand Prairie and “Loan Parties” means, collectively, Borrowers, Parent,
LGP and Grand Prairie. To the extent a term or provision of this Agreement or any of the other Loan Documents is applicable to
a “Loan Party”, it is applicable to each and every Loan Party unless the context expressly indicates otherwise.


 






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“Parent Guaranty”
means the Amended and Restated Guaranty dated as of the First Amendment Closing Date made by Parent in favor of Bank.


 


“Permitted Other Distributions”
means Distributions by EQMI to Parent, the proceeds of which are used by Parent to pay (i) franchise or similar corporate taxes
payable by Parent, (ii) taxes payable by Parent that are attributable solely to the net income of any other Loan Party (but not
any other Subsidiary of Parent), and (iii) professional fees of Parent, consulting fees of Parent and directors’ fees of
Parent so long as the sum of all such Distributions in this clause (iii), when added to any Permitted Management Fee Distributions
made or that could have been made in any Fiscal Year, do not exceed $300,000 during any Fiscal Year.








 


“Security Agreement”
means the Amended and Restated Security Agreement among Borrowers and Bank dated as of the First Amendment Closing Date.


 


1.4          The
first sentence of Section 2.7 of the Loan Agreement is hereby amended in its entirety by substituting the following in
its place:


 


Borrowers’ obligation to
pay the principal of, and interest on, the Loans (exclusive of the Letter of Credit Exposure) made by Bank is evidenced by an
Amended and Restated Revolving Loan Note, dated as of the First Amendment Closing Date, duly executed and delivered by Borrowers
in a form acceptable to Bank (the “Revolving Loan Note”).


 


1.5           The
first sentence of Section 9.1 of the Loan Agreement is hereby amended in its entirety by substituting the following in
its place:


 


EQMI is duly organized and is
and shall remain validly existing and in good standing under the laws of Ohio, EQE is duly organized and is and shall remain validly
existing and in good standing under the laws of Indiana, and Vertterre is duly organized and is and shall remain validly existing
and in good standing under the laws of New Mexico.


 


1.6           Section
10.18 of the Loan Agreement is hereby amended as follows:


 


		 1.6.1	Subclause
                                                                                              (g) is hereby amended by deleting
                                                                                              the period “.” at the
                                                                                              end thereof and substituting a semicolon
                                                                                              “;” in its place.



 


		 1.6.2	The
                                                                                              following subclauses (h) and (i)
                                                                                              are hereby added to Section 10.18
                                                                                              of the Loan Agreement to provide
                                                                                              in their entirety as follows:



 


(h)          Vertterre
may make lawful cash Distributions to EQMI; and


 


(i)          EQMI
may make Permitted Sandoval Distributions.


 


		 1.6.3	Subclause
                                                                                              (A) is hereby amended by deleting
                                                                                              “Borrower’s” where
                                                                                              it appears therein and substituting
                                                                                              “EQMI’s” in its
                                                                                              place.



 


1.7           Section
10.24 of the Loan Agreement is hereby amended in its entirety by substituting the following in its place:


 






    	- 4 -



    	 



    
 


10.24         Sale
of Assets. Borrowers will not sell, lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation,
dissolution, or otherwise (including by a sale-leaseback transaction), any of their assets, including the Loan Collateral except:
(i) the sale of Inventory in the ordinary course of any Borrower’s business; however, a sale in the ordinary course
of any Borrower’s business will not include a transfer in total or partial satisfaction of Indebtedness, (ii) the sale of
any item of Equipment for cash in an arm’s-length transaction having a fair market value of less than $100,000 provided
that in any 12 month period the total amount of Equipment sold by Borrowers may not exceed an aggregate fair market value
equal to $300,000 for all Borrowers, (iii) dispositions of Equipment (a) which has suffered an event of loss or (b) which is obsolete
and not used or useful in Borrowers’ business for cash in an arm’s-length transaction, and (iv) the sale of assets,
to the extent any such sale occurs, at the Fort Bend County, Texas and City of Grand Prairie, Texas locations (each location,
as more fully described in Schedule 1) pursuant to Section 2.02(d)(i) of the Vertterre Stock Purchase Agreement (the “Vertterre
Asset Sale”). All of the proceeds from any disposition of any Equipment will be delivered to Bank to be applied by Bank
to the repayment of the Obligations in any order that Bank may elect in its discretion exercised in good faith; provided that,
as it relates to the Vertterre Asset Sale, an amount equal to 50% of the Net Gain (as defined in the Vertterre Stock Purchase
Agreement) generated from the Vertterre Asset Sale may be paid to Daniel Sandoval, his successors or permitted assigns pursuant
to the Vertterre Stock Purchase Agreement.








 


1.8           Section
12.1(i) of the Loan Agreement is hereby amended as follows:


 


 1.8.1           Subclause
(r)(vii) is hereby amended by deleting “or” at the end thereof.


 


 1.8.2           The
following subclause (s) is hereby added to read in its entirety as follows:


 


(s)          There
occurs an “Event of Default” under, and as defined in, the Vertterre Subsidiary Guaranty; and


 


1.9           Borrower’s
notice address in Section 15.9 of the Loan Agreement is hereby amended in its entirety by substituting the following in
its place:


 


Environmental
Quality Management, Inc.


EQ Engineers,
LLC


Vertterre
Corporation


1800 Carillon Blvd.


Cincinnati,
Ohio 45240


Attention:
Robert R. Galvin


Fax No.:
(513) 825-7495


 


1.10         Exhibit
A, Exhibit B and Exhibit C to the Loan Agreement are hereby amended in their entirety by substituting the documents
attached hereto as Exhibit A, Exhibit B and Exhibit C in their respective place.


 


1.11 Each
Schedule to the Loan Agreement is hereby amended in its entirety by substituting the documents attached hereto, and identified
as each such Schedule, in its respective place:


 


2.            Conditions
Precedent.


 


2.1           With
the signing of this Amendment, and as a condition of this Amendment, Borrowers will deliver to Bank, all in form and substance
satisfactory to Bank in its sole discretion: (a) an Amended and Restated Revolving Loan Note, dated as of the First Amendment
Closing Date, made by Borrowers for the benefit of Bank in the principal amount of $10,000,000 (the “Amended and Restated
Revolving Loan Note”); (b) an Amended and Restated Security Agreement, dated as of the First Amendment Closing Date,
by and among Borrowers and Bank (the “Amended and Restated Security Agreement”); (c) a Pledge Agreement, dated
as of the First Amendment Closing Date, made by EQMI for the benefit of Bank (the “EQMI Pledge Agreement”);
(d) a Pledge Agreement, dated as of the First Amendment Closing Date, made by Vertterre for the benefit of Bank (the “Vertterre
Pledge Agreement”); (e) evidence that the Amendment Documents (as defined below) and the transactions contemplated hereby
and thereby were duly authorized by the managers and directors of each Borrower, as applicable, and (f) all other documents, instruments
and agreements deemed necessary or desirable by Bank to effect the amendments to Borrowers’ credit facilities with Lender
contemplated by this Amendment.


 






    	- 5 -



    	 



    
 


2.2           With
the signing of this Amendment, and as a condition of this Amendment, Borrowers will deliver to Bank, and will cause all third
parties to deliver to Bank, all in form and substance satisfactory to Bank in its sole discretion: (a) an Amended and Restated
Guaranty, dated as of the First Amendment Closing Date, made by Parent for the benefit of Bank (the “Amended and Restated
Parent Guaranty”); (b) a Reaffirmation of Management Fee Subordination Agreement, dated as of the First Amendment Closing
Date, made by the Management Company for the benefit of Bank; (c) a Reaffirmation and Amendment to Subordination Agreement (as
it pertains to the Additional Beacon Noteholder Subordinated Debt), dated as of the First Amendment Closing Date, between Bank
and Subordinated Lender Agent (as defined in the Additional Beacon Noteholder Subordination Agreement) (the “Reaffirmation
and Amendment to Additional Beacon Noteholder Subordination Agreement”); (d) a Reaffirmation and Amendment to Subordination
Agreement (as it pertains to the December 2011 Beacon Noteholder Subordinated Debt), dated as of the First Amendment Closing Date,
between Bank and Subordinated Lender Agent (as defined in the December 2011 Beacon Noteholder Subordination Agreement) (the “Reaffirmation
and Amendment to December 2011 Beacon Noteholder Subordination Agreement”); (e) a Guaranty, dated as of the First Amendment
Closing Date, made by LGP and Grand Prairie for the benefit of Bank; (f) a Security Agreement, dated as of the First Amendment
Closing Date, made by LGP and Grand Prairie for the benefit of Bank; (g) evidence that the directors and managers of Parent, LGP
and Grand Prairie, as applicable, have authorized the execution of the documents, and the transactions contemplated thereby, to
be entered into pursuant to this Section 2.2, as applicable; and (h) all other documents, instruments and agreements deemed
necessary or desirable by Bank to effect the amendments to Borrowers’ credit facilities with Lender contemplated by this
Amendment.





 


2.3           With
the signing of this Amendment, and as a condition of this Amendment, Borrowers will deliver to Lender, and will cause all third
parties to deliver to Lender, all in form and substance satisfactory to Lender in its sole discretion, all documents, instruments,
agreements, UCC amendments, UCC termination statements, certificates, opinions, payoff letters and other materials deemed necessary
or desirable by Lender in connection with this Amendment and the transactions contemplated hereby, including those on the closing
checklist, if any, prepared by counsel to Lender.


 


3.            Reaffirmation
of Security; Joint Obligations.


 


3.1           Borrowers
and Bank hereby expressly intend that this Amendment shall not in any manner (a) constitute the refinancing, refunding, payment
or extinguishment of the Obligations evidenced by the existing Loan Documents; (b) be deemed to evidence a novation of the outstanding
balance of the Obligations; or (c) replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens
on the Collateral granted pursuant to any Loan Document evidencing, governing or creating a Lien on the Collateral. EQMI and EQE
hereby ratify and reaffirm any and all grants of Liens to Bank on the Collateral as security for the Obligations, and acknowledge
and confirm that the grants of the Liens to Bank on the Collateral: (i) represent continuing Liens on all of the Collateral, (ii)
secure all of the Obligations, and (iii) represent valid and first priority Liens on all of the Collateral except to the extent
of any Permitted Liens.


 


3.2           
All of the obligations of Borrowers under the Loan Documents are joint, several, and primary. No Borrower will be or be deemed
to be an accommodation party with respect to any of the Loan Documents.


 


4.            Representations.
To induce Bank to accept this Amendment, each Borrower hereby represents and warrants to Bank as follows:


 


4.1           Such
Borrower has full power and authority to enter into, and to perform its obligations under, as applicable, this Amendment, the
Amended and Restated Revolving Loan Note, the Amended and Restated Security Agreement, the EQMI Pledge Agreement, the Vertterre
Pledge Agreement, and the other documents, instruments and certificates being executed and/or delivered in connection herewith
(collectively, the “Amendment Documents”) and the execution and delivery of, and the performance of its obligations
under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate and limited
liability company action, as applicable.


 


4.2           Each
Amendment Document, as applicable, constitutes the legal, valid and binding obligation of such Borrower, enforceable in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally.


 


4.3           Such
Borrower’s representations and warranties contained in the Loan Documents are complete and correct in all material respects
as of the Effective Date with the same effect as though such representations and warranties had been made again on and as of the
Effective Date, subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Loan Agreement.


 






    	- 6 -



    	 



    
 


4.4           No
Event of Default has occurred and is continuing.


 


5.            Costs
and Expenses. As a condition of this Amendment, Borrowers will pay and reimburse Bank, promptly upon Bank’s request,
for the costs and expenses incurred by Bank in connection with this Amendment and the transactions contemplated hereby, including,
without limitation, reasonable attorneys’ fees.


 


6.            Entire
Agreement. This Amendment, together with the other Amendment Documents, sets forth the entire agreement of the parties
with respect to the subject matter of this Amendment and supersedes all previous understandings, written or oral, in respect of
this Amendment.


 





7.            Release.
Each Borrower, on such Borrower’s behalf and, as applicable, on behalf of such Borrower’s officers, directors, members,
managers, shareholders, administrators, heirs, legal representatives, beneficiaries, affiliates, subsidiaries, successors and
assigns, hereby voluntarily releases and forever discharges Bank and its direct or indirect parent corporation, all direct or
indirect affiliates of such parent corporation, and all of the foregoing’s respective directors, officers, employees, attorneys
and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Bank Parties”)
from any and all claims, counterclaims, setoffs, actions or causes of action, damages or liabilities of any kind or nature whatsoever,
whether in law or in equity, in contract or in tort, whether now accrued or hereafter maturing that may be asserted against the
Bank Parties (or any one or more of them), whether known or unknown, that directly or indirectly arise out of, are based upon
or are in any manner connected with any Prior Related Event. “Prior Related Event” means any transaction, event,
circumstance, action, failure to act, occurrence of any type or sort, whether known or unknown, which occurred, existed, was taken,
was permitted or begun in accordance with, pursuant to or by virtue of (a) any of the terms of any Loan Document, (b) any actions,
transactions, matters or circumstances related thereto, (c) the conduct of the relationship between any Bank Party and any Loan
Party, or (d) any other actions or inactions by any Bank Party, all prior to the date of this Agreement. The foregoing release
does not release or discharge, or operate to waive performance by, Bank of its express agreements and obligations stated in the
Loan Documents on and after the date of this Letter.


 


8.          Default.
Any default by any Borrower in the performance of such Borrower’s obligations under any Amendment Document shall constitute
an Event of Default under the Loan Agreement.


 


9.          Continuing
Effect of Loan Agreement; Reaffirmation of Loan Documents. Except as expressly amended hereby, all of the provisions of
the Loan Agreement are ratified and confirmed and remain in full force and effect. The existing Loan Documents, except as amended
by this Amendment or, as applicable, as amended (or amended and restated) by one of the other Amendment Documents, shall remain
in full force and effect, and each of them is hereby ratified and confirmed by Borrowers and Bank.


 


10.         One
Agreement; References; Fax Signature. The Loan Agreement, as amended by this Amendment, will be construed as one agreement.
All references in any of the Loan Documents to: (a) the Loan Agreement will be deemed to be references to the Loan Agreement as
amended by this Amendment, (b) the Revolving Loan Note will be deemed to be references to the Amended and Restated Revolving Loan
Note, (c) the Security Agreement will be deemed to be references to the Amended and Restated Security Agreement, and (d) the Parent
Guaranty will be deemed to be references to the Amended and Restated Parent Guaranty. Any Amendment Document may be signed by
facsimile signatures or other electronic delivery of an image file reflecting the execution hereof or thereof, and, if so signed:
(i) may be relied on by each party as if the document were a manually signed original and (ii) will be binding on each party for
all purposes.


 


11.         Captions.
The headings to the Sections of this Amendment have been inserted for convenience of reference only and shall in no way modify
or restrict any provisions hereof or be used to construe any such provisions.


 


12.         Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute
one and the same instrument.


 


13.        Governing
Law; Severability. This Amendment shall be governed by and construed in accordance with the internal laws of the State
of Ohio (without regard to Ohio conflicts of law principles). If any term of this Amendment is found invalid under Ohio law or
laws of mandatory application by a court of competent jurisdiction, the invalid term will be considered excluded from this Amendment
and will not invalidate the remaining terms of this Amendment.


 






    	- 7 -



    	 



    
 


14.         WAIVER
OF JURY TRIAL. BORROWERS AND BANK EACH WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN RESPECT
OF OR ARISING OUT OF THIS AMENDMENT, ANY OF THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


15.         ASSUMPTION
OF OBLIGATIONS. 


 


15.1         Vertterre
hereby assumes, agrees that it is liable for, and promises to pay, perform, and observe, all of the terms, restrictions, conditions
and other Obligations of a Borrower and Cross-Guarantor under the Loan Agreement, the Revolving Loan Note, and the other Loan
Documents, all as fully as though Vertterre were an original party thereto, and by execution of this Amendment is hereby designated
a “Borrower” and “Cross-Guarantor” for all purposes of, and hereby agrees to be bound by, as a joint and
several obligor, each and all terms of the Loan Agreement, the Revolving Loan Note, and the other Loan Documents, and to deliver
to Bank such duly executed other Loan Documents as Bank may reasonably require pursuant to the Loan Agreement and this Amendment
in order to perfect the security interests and other Liens granted in the Loan Collateral of Vertterre and to carry out all terms
and conditions of the Loan Agreement and this Amendment. Vertterre acknowledges and agrees that: (a) the Obligations are valid,
enforceable (except as such enforceability may be limited by equitable principals (regardless of whether enforcement is sought
in equity or at law) and by bankruptcy, insolvency, reorganization or similar laws affecting creditor’s rights generally)
and existing Indebtedness payable by Vertterre to Bank and (b) as of the First Amendment Closing Date, Vertterre does not have
any counterclaims, set-offs, offsets or defenses or any rights of set-off, offsets, or defense of any kind or nature whatsoever
with respect to the Obligations.








 


15.2         Bank
confirms that Vertterre is a “Borrower” under the Loan Agreement, the Revolving Loan Note, and the other Loan Documents,
and all of the rights, obligations of a Borrower under the Loan Agreement, the Revolving Loan Note, and the other Loan Documents
shall inure to and bind, as a joint and several obligor, Vertterre.





15.3         Vertterre
hereby (a) warrants and represents to Bank that each warranty and representation applicable to Vertterre under the Loan Agreement
and other Loan Documents (other than with respect to representations and warranties which specifically relate to a prior date)
is true and correct in all material respects and (b) further reaffirms all covenants in the Loan Agreement and other Loan Documents.


  


[Signature
Page Follows]


 




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IN WITNESS WHEREOF,
Borrowers and Bank have executed this Amendment by their duly authorized officers as of the Effective Date.


  


	 	ENVIRONMENTAL
    QUALITY MANAGEMENT, INC.
	 	 	 
	 	By: 	/s/ Robert R. Galvin
	 	 	Robert R. Galvin, Chief Financial Officer


 


	 	EQ ENGINEERS, LLC
	 	 	 
	 	By:	/s/ Jack S. Greber
	 	 	Jack S. Greber, Manager
	 	 	 
	 	VERTTERRE CORPORATION
	 	 	 
	 	By:	/s/ James E. Wendle
	 	 	James E. Wendle, President


 


BANK:


 


FIRST FINANCIAL BANK, NATIONAL ASSOCIATION


 


	By:	/s/ Thomas
    J. Fischer	 
	 	Thomas J. Fischer, Vice President	 


 


SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT


 




    	 



    	 



    

 


EXHIBIT A


 





First Financial Bank, N.A.


BORROWING BASE CERTIFICATE


 


	TO:	First Financial Bank, N.A.	Certificate No.
	FROM: 	Environmental Quality Management, Inc., et al. 	Certificate Date:
	 	 	Activity From:
	 	 	To:


 


	 	 	 	 	EQ
    Combined Borrowing	 	 	Borrower-EQM	 	 	Borrower-EQE	 	 	Borrower-Vertterre	 
	 	 	 	 	A/R	 	 	UNBILLED
    REVENUE	 	 	A/R	 	 	UNBILLED
    REVENUE	 	 	A/R	 	 	UNBILLED
    REVENUE	 	 	A/R	 	 	UNBILLED
    REVENUE	 
	1	 	Balance
    from Previous Certificate #62	 	$	-	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Add: Gross Invoices
    since last Certificate	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	Less: Credit
    Memos since last Certificate	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	4	 	Total Cash Collections
    since last Certificate	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	- Non A/R Collections
    since last Certificate	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	+ Discounts &
    Allow. since last Certificate	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	= Total Gross
    Payments Posted to A/R (4-5+6)	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	8	 	+ Misc. Debit
    Adjustments	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	- Misc. Credit
    Adjustments	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	A/R
    BALANCE THIS CERTIFICATE (1+2-3-7+8-9)	 	$	-	 	 	 	 	 	 	$	-	 	 	 	 	 	 	$	-	 	 	 	 	 	 	$	-	 	 	 	 	 
	11	 	Unbilled Revenue
    since last Certificate	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	 	Billings in excess
    of Unbilled Revenue since last Certificate	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 
	12	 	Less Ineligibles
    as of this Certificate	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	13	 	Eligible Receivables
    (A/R) & Eligible Unbilled Revenue	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	14	 	Approved Rate
    of Advance	 	 	0.80	 	 	 	0.60	 	 	 	0.80	 	 	 	0.60	 	 	 	0.80	 	 	 	0.60	 	 	 	0.80	 	 	 	0.60	 
	15	 	Availability
    (13 x 14)	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	16	 	Loan Sublimit	 	 	10,000,000.00	 	 	 	4,500,000.00	 	 	 	N/A
                                                                                                              	 	 	 	N/A
                                                                                                              	 	 	 	N/A
                                                                                                              	 	 	 	N/A
                                                                                                              	 	 	 	N/A
                                                                                                              	 	 	 	N/A
                                                                                                              	 
	17	 	Lesser of Availability
    or Sublimit (15 or 16)	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	18	 	Combined Availability
    (A/R, Joint Venture A/R & Unbilled Rev.)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	19	 	Facility Cap
    for Revolving Portion of Loan Only	 	 	 	 	 	 	 	 	 	 	N/A
                                                                                                              	 	 	 	 	 	 	 	N/A
                                                                                                              	 	 	 	 	 	 	 	N/A
                                                                                                              	 	 	 	 	 
	20	 	Lesser of the
    Facility Cap or Total Availability (18 or 19)	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	21	 	Less: Letters
    of Credit	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	22	 	Less: Loan Reserve	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	23	 	NET
    AVAILABILITY (20-21-22)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	 	 
	24	 	Loan Balance
    from Certificate #62	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	Total Cash Collections	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	+ Total Loan
    Advances	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	+ Loan Fees Charged	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	+/- Other Adjustments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	=
    LOAN BALANCE THIS CERTIFICATE	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	EXCESS
    (DEFICIT) AVAILABILITY (23-29)	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



  


The undersigned represents and warrants that the foregoing
was prepared using books and records maintained in accordance with the Loan Agreement, is true, complete and correct, and that
the information reflected in this Borrowing Base Certificate complies with the terms set forth in the Loan Agreement among the
undersigned, EQ Engineers, LLC, Vertterre Corporation, and First Financial Bank, National Association, dated September 28, 2012,
as amended from time to time (the "Loan Agreement"). All capitalized terms used herein and not otherwise defined herein
will have the meanings given such terms in the Loan Agreement.


  


Executed this _____ day of __________________, 20_____.


  


	Environmental Quality
    Management, Inc.	 
	By:	 	 
	Name:	 	 
	Its:	 	 


  


 



    	 



    	 



    






	Ineligibles


 


 


	To: First Financial Bank, N.A.
	Client Name: Environmental Quality Management, Inc., et al.
	 
	Ineligible Collateral as of 


 





	 	EQ
    Combined	 	EQ
    Combined	 	EQM	 	EQM	 	EQE	 	EQE	 	Vertterre	 	Vertterre	 
	Category	A/R	 	Unbilled
    Revenue	 	A/R	 	Unbilled
    Revenue	 	A/R	 	Unbilled
    Revenue	 	A/R	 	Unbilled
    Revenue	 
	Over
    90 days past invoice date	$	-	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credits
    over 90 days	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25%cross-age	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Contras
    *	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Affiliate
    (other than Permitted Joint Venture) receivables *	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inter-company
    receivables *	 	-	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Officer/employees
    *	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Government
    A/R not in compliance with Subsection (ii)(e) of the	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	definition
    of "Eligible Receivables" under the Financing Agreement *	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Joint
    Venture A/R above $1,250M	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debtors
    in bankruptcy *	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Finance
    charges *	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Foreign
    A/R without acceptable letter of credit *	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Progress
    Billings	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Retentions/Holdbacks	 	-	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Liquidating
    Damages	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bonded
    non United States Debtor A/R	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
    Adjustments +/ - (indirect cost rates)	 	-	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COD/Cash
    Sales	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portion
    of accounts (other than Unites State Debtor) exceeding 20% of total eligible A/R	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EQE
    Held	 	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other:
    Madison County WIP	 	 	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other:
    Reserve-Iraq FOB Hope	 	-	 	$	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
    Ineligible A/R or Unbilled Revenue	$	-	 	$	-	 	$	-	 	$	-	 	$	-	 	$	-	 	$	-	 	$	-	 



 


 


* Net of amounts already included in past-due or cross-age categories.


 


 









    	 



    	 



    

 


EXHIBIT B


  





ACTIVE GOVERNMENT CONTRACTS





 


	 

        Project Number
	 

        Contract Number
	 

        Contract Type
	 

        Client
	 

        Title
	 

        Contracting Officer

	30174	GSA
    GS-10F-0293K	ID/IQ
    (FFP and T&M Orders)	General Services Administration,

        Auburn, WA
	Federal
    Supply Schedule (FSS) Contract for Group 899 - Environmental Services, SINS 899-1 & 899-8	Mr. Joseph T. Mcguire

        Contracting Officer

        GSA, MSC

        400 15th Street, SW

        Auburn, WA 98001-6599

	30174.0016.001	GSA GS-10F-0293K,

        USACE Order No.

        W912QR-11-F-0266
	FFP
    Task Order under GSA Contract	U.S. Army Corps of Engineers (USACE), Louisville District

        Louisville, KY
	2011
    PBA for Environmental Investigation Services RVAAP-66 Facility-Wide Groundwater, Ravenna, OH (SIN No. 899-1)	Ms. Denise Bush

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

	30174.0017.001	GSA GS-10F-0293K,

        USACE Order No.

        W912QR-12-F-0033
	FFP
    Task Order under GSA Contract	U.S. Army Corps of Engineers (USACE), Louisville District

        Louisville, KY
	Provide Services for the Lockbourne AFB, AOC's 3, 8/9,
        and 11, Columbus, Franklin County, OH

        (SIN No. 899-1)
	Ms. Lisa Bisig

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

	30174.0018.001	GSA GS-10F-0293K,

        USACE Order No.

        W912QR-12-F-0034
	FFP
    Task Order under GSA Contract	U.S. Army Corps of Engineers (USACE), Louisville District

        Louisville, KY
	Closure of Underground Storage Tanks, Former Rossford
        Army Depot, Rossford, Wood County, OH

        (SIN No. 899-1)
	Ms. Lisa Bisig

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

	30174.0019.001	GSA GS-10F-0293K,

        USACE Order No.

        W912QR-12-F-0309
	FFP
    Task Order under GSA Contract	U.S. Army Corps of Engineers (USACE), Louisville District

        Louisville, KY
	Provide Services to Abandon/Close Old Stonehouse, Building
        2212 Septic System at Savanna Army Depot Activity (SVDA), Savanna, IL

        (SIN No. 899-1)
	Mr. B.J. Durrett

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

	30240	USACE
    Contract No. W912QR-04-D-0036	ID/IQ
    with FFP, GFPR, CPFF, CPAF or CPIF task orders	U.S.
    Army Engineering District, Louisville	Multiple
    Award Remediation Contract (MARC) for the Louisville District and all USACE Mission Boundaries	Ms. Denise Bush

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

         




  



    	Page 1 of 4



    	 



    



 


	 

        Project Number
	 

        Contract Number
	 

        Contract Type
	 

        Client
	 

        Title
	 

        Contracting Officer

	30262	EP-W-07-022	ID/IQ with

        T&M, Fixed Rate T.O.'s
	U.S. Environmental Protection Agency (EPA), Region 9,

        San Francisco, CA
	Emergency
    and Rapid Response Services (ERRS - 3) for Region 9	Mr. Philip Ingram

        Contracting Officer (MTS-4-3)

        U.S. Environmental Protection Agency, Region 9

        75 Hawthorne St.

        San Francisco, CA 94105-3901

	30268	EP-S6-07-01	ID/IQ
    with Time and Materials T.O’s	U.S. Environmental Protection Agency (EPA),

        Region 6, Dallas, TX
	Emergency
    and Rapid Response Services (ERRS - 3) for Region 6	Mr. Michael Pheeny

        Contracting Officer (6MD-CP)

        U.S. Environmental Protection Agency

        Region 6

        1445 Ross Avenue, Suite 1200

        Dallas, TX 75202-2733

	30277	CMC Subcontract Dated 2/24/08/

        EPA Contract No. EP-S4-07-02
	ID/IQ
    with Time and Materials T.O’s	Sub. to CMC, Inc./

        U.S. EPA, Region IV, Atlanta, GA
	Emergency
    and Rapid Response Services III (ERRS III) for EPA Region IV	Mr. Clay Corman

        CMC, Inc.

        1151 Jessamine Station Pike

        Nicholasville, KY 40356

	30281	EP-S5-08-02	ID/IQ
    with Time and Materials T.O’s	U.S. Environmental Protection Agency (EPA),

        Chicago, IL
	Emergency
    and Rapid Response Services (ERRS-3) for Region 5	Mr. Thomas Harrison

        Contracting Officer, MCC-10J

        U.S. Environmental Protection Agency

        Region V

        77 West Jackson Boulevard

        Chicago, IL 60604-3507

	30283	FA3002-09-D-0002	ID/IQ
    with FFP and CPFF Task Orders	Dept. of the Air Force, AFCESA,

        Tyndall AFB, FL
	Sustainment/Restoration
    & Modernization Acquisition Task Order Contract (SATOC)	Mr. George Mason

        Contracting Officer

        AFMC 772/ESS/PKH

        C/O HQ AFCESA/CEKC

        139 Barnes Drive, Suite 1

        Tyndall AFB, FL 32403-5319

	30287	FA8903-09-D-8564	ID/IQ
    with CPFF, CPIF, & FFP & FPI Task Orders	Dept. of the Air Force,

        AFCEE/OD,

        Brooks City-Base, TX
	Worldwide
    Environmental Restoration and Construction 2009 (WERC09) Contract	Ms. Ana Jimenez

        Contracting Officer

        HQ/AFCEE/ACV

        3300 Sidney Brooks

        Brooks City Base, TX 78235-5112

         




  



    	Page 2 of 4



    	 



    
  


	 

        Project Number
	 

        Contract Number
	 

        Contract Type
	 

        Client
	 

        Title
	 

        Contracting Officer

	30296.00##	EA
    Engineering PO #______/ Navy Contract No. N62742-10-D-1806	FFP

        (EA Eng. is issuing separate FFP PO’s for each
        FFP T.O.)
	Sub
    to EA Engineering, Science, and Technology, Inc. / U.S. Navy	Provide
    QA services for Fixed Price Remedial Action Contract (FRAC) for Various Sites in the Naval Facilities Engineering Command
    Pacific (NAVFAC Pacific) Area of Responsibility	Mr. Brian McLaughlin, CFCM

        Manager, Contracts and Procurement

        EA Engineering, Science, and Technology, Inc.

        11019 McCormick Road

        Hunt Valley, MD 21031

         

	30298	Gonzales-Stoller Remediation Services, LLC Sub. No.
        GSR- EQM-1016/

        DOE Contract No. DE-EM0000841

         
	ID/IQ
    with FFP, CPFF, CPAR, & CPIF Task Orders	Sub. to Gonzales-Stoller Remediation Services, LLC/

        U.S. Dept. of Energy (DOE)
	Environmental
    Remediation Services and DD&R	Ms. Lorraine Alvarez

        Contract Administrator

        Gonzales-Stoller Remediation Services, LLC

        1294 Suncrest Towne Centre Drive

        Morgantown, WV 26505

         

	30301	EP-R5-11-04	ID/IQ
    with FFP T.O.'s	U.S. Environmental Protection Agency (EPA),

        Chicago, IL
	Great
    Lakes National Program Office Cleanup Services (GLNPOCS)	Ms. Sheila Dolan

        Contracting Officer, MCC-10J

        U.S. Environmental Protection Agency

        Region V

        77 West Jackson Boulevard

        Chicago, IL 60604-3507

	30303	EP-S9-12-01	ID/IQ with

        Fixed Rate for Services T.O.'s
	U.S. Environmental Protection Agency (EPA), Region 9,

        San Francisco, CA
	Emergency
    and Rapid Response Services (ERRS - 4) for Region 9	Mr. Philip Ingram

        Contracting Officer (MTS-4-3)

        U.S. Environmental Protection Agency, Region 9

        75 Hawthorne St.

        San Francisco, CA 94105-3901

	30304	RTI Sub. No. 8-312-0213151/

        EPA Contract No. EP-C-11-036
	ID/IQ
    with FFP or CPFF Task Orders	Sub
    to RTI International/U.S. Environmental Protection Agency (EPA), Cincinnati, OH	Scientific,
    Technical, Research, Engineering, and Monitoring Support II (STREAMS II)	Ms. Katherine Mangum

        Senior Manager, Subcontracts

        RTI International

        Global Supply Chain

        SSES Subcontracts

        P.O. Box 12194, 3040 Cornwallis Road

        Research Triangle Park, NC 27709-2194

	30307	USACE
    Contract No. W912DQ-13-D-3004	ID/IQ
    with FFP and CPFF task orders	U.S.
    Army Corps of Engineers, Kansas City District	MEGA
    Long Term Response Action/Environmental Remediation Services (LTRA/ERS) MATOC in Support of the U.S. Army Corps of Engineers,
    Northwestern Division and EPA Region 2	Ms. Kris Ann Huber

        Contract Specialist, CECT-NWK-H

        U.S. Army Corps of Engineers, Kansas City

        601 E. 12th St., Room 647

        Kansas City, MO 64106-2896

         




 


 



    	Page 3 of 4



    	 



    
 


	 

        Project Number
	 

        Contract Number
	 

        Contract Type
	 

        Client
	 

        Title
	 

        Contracting Officer

	30309	EP-S7-13-02	ID/IQ with

        Fixed Rate for Services T.O.'s
	U.S. Environmental Protection Agency (EPA), Region 10,

        Seattle, WA
	Emergency
    and Rapid Response Services (ERRS - 4) for Region 10	Mr. Tyrone Lewis

        Contracting Officer

        U.S. Environmental Protection Agency, Region 7

        PLMG/RFMD/ACMS

        11201 Renner Blvd.

        Lenexa, KS 66219

         

	39001	N40083-11-D-0030	ID/IQ
    with FFP Task Orders	Dept. of the Navy,

        NAVFAC Midwest, IPT

        Great Lakes, IL
	Awarded to SEQ Vets Remediation JV (Joint Venture
        between Sullivan and EQ)

        Environmental Multiple Award Contract (EMAC)
	Mr. Chris Payton

        Contracting Officer

        NAVFAC Midwest IPT

        201 Decatur Ave., Bldg. 1A

        Great Lakes, IL 60088-2801

         

	39002.0001	EP-S7-12-08

         
	Indef. Qty. with Fixed Unit Prices

         
	U.S.
    Environmental Protection Agency (EPA), Region 7, Kansas City, KS	Awarded to SEQ Vets Remediation JV (Joint Venture
        between Sullivan and EQ)

        Remedial Action Oronogo-Duenweg Mining Belt Site, Operable
        Unit 01, Jasper County, MO
	Ms. Marie Noel

        Contracting Officer

        U.S. Environmental Protection Agency, Region 7

        PLMG/RFMD/ACMS

        11201 Renner Blvd.

        Lenexa, KS 66219

	100013	482980-09-J-0130	ID/IQ
    with FFP Task Orders	United
    States Postal Service	Architect-Engineer
    and Related Services	Mr. David Wayne Bright

        P.O. Box 667180

        Dallas, TX 75266-7180

	100014	R7810110014	FFP	United
    States National Park Service	Rehabilition
    and Remodeling of the White Sands Visitor Center	Ms. Tammy Gallegos

        1100 Old Santa Fe Trail Building

        Santa Fe, NM 87505

	 	61251-000-09	ID/IQ
    with FFP or Fixed Rate Task Orders	Los
    Alamos National Laboratory	Architect
    / Engineer Services	Ms. Kathryn Smith

        Los Alamos National Laboratory

        P.O. Box 1663, MS-D442

        Los Alamos, NM 87545-1663

	 	 	Lease
    to Develop Landfill Gas	The
    State of Texas, County of Fort Bend	Lease
    to Develop Landfill Gas	Mr. Bud Childers

        Fort Bend County Attorney

        309 South 4th street, Suite 621

        Richmond, TX 77469

	 	 	Lease
    to Develop Landfill Gas	City
    of Grand Prairie Texas	Lease
    to Develop Landfill Gas	City of Grand Prairie

        Solid Waste and Recycling Division P.O. Box 534045

        Grand Prairie, TX 75053



 








    	Page 4 of 4



    	 



    











 


EXHIBIT C


 


(OFFICER’S CERTIFICATE)


 


I, _____________________,
the Chief Financial Officer of Environmental Quality Management, Inc., an Ohio corporation (“EQMI”), EQ Engineers,
LLC, an Indiana limited liability company (“EQE”), and Vertterre Corporation, a New Mexico corporation (and,
together with EQMI and EQE, each a “Borrower” and collectively, “Borrowers”), hereby certify
to First Financial Bank, National Association, a national banking association (“Bank”), that the attached [choose,
as applicable: financial statements/projections/financial covenant calculation comparisons on attached Schedule 1] dated
______________, 20__ for the Borrowers are accurate, complete and fairly present the matters stated therein and have been prepared
on a basis consistent with such [choose, as applicable: financial statements/projections/financial covenant comparisons on attached
Schedule 1] prepared for prior periods and in accordance with the Loan Agreement dated as of September 28, 2012, as amended
by the First Amendment to Loan Agreement dated as February 27, 2013, among Bank and Borrowers (as amended, and as may be further
amended, supplemented, modified, restated or replace from time to time, the “Loan Agreement”) and with GAAP,
as defined in the Loan Agreement. I further certify that no “Event of Default” as defined in the Loan Agreement currently
exists. This certification is made pursuant to Section 8.9 of the Loan Agreement.


 


	 	By: 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	 	Chief Financial Officer of
	 	 	 
	 	 	Environmental Quality Management, Inc.,
	 	 	EQ Engineers, LLC, and Vertterre Corporation 
	 	 	 
	 	Date:	 


 


Schedule:


 


1 – Financial Covenant Calculations


 






    	 



    	 



    



 


Schedule 1


 


to


 


Officer’s Certificate


 


(Financial Covenant Calculations1)


 


		I.	Fixed
                                                                                     Charge Coverage Ratio:[QUARTERLY]



 


		A.	Required Covenant:



 



	 	Computation
    Date	Consolidated
    Fixed Charge Coverage Ratio
	 	As of the end of any fiscal quarter

        ending on or after December 31, 2012
	1.20
    to 1


 


		B.	Actual
Computation:________: 1



 


	 	1.	Borrowers’
    Operating Cash Flow (as computed in Section I(C) below) 	$________________

        

          

	 	 	Divided
    by:	 
	 	2.	Fixed
    charges (as computed in Section I(D) below) 	$________________

        

         

	 	3.	Ratio
    (1 ÷ 2) =	________________

        

         



 


 


		C.	Borrowers’ Operating Cash Flow Computation
                                                                     – for the applicable calculation period:



 


	 	1.	EBITDA
    	$________________

          




 





 



1 Per definitions in, and as determined in accordance with, the Loan Agreement.


 






    	 



    	 



    
 


 


	 	 	Plus
    or Minus	 
	 	2.	Income
    taxes paid in cash	$________________

        

          

	 	3.	Unfinanced
    capital expenditures	$________________

        

         

	 	4.	Other
    non-cash charges and excluding extraordinary items, including any gain or loss from the sale or disposition of capital assets
    	$________________
	 	5.	Total
    (1 - 2 - 3+/-4) =	$________________

        

         



 


		D.	Fixed Charges Computation – for the applicable
                                                                     calculation period:
	 	 	 



	 	1.	Distributions
    to EQMI’s shareholders 	$________________

        

          

	 	2.	Paid
    principal payments, and scheduled principal payments (whether or not paid), on Indebtedness for borrowed money 	$________________

         

	 	3.	Paid
    principal payments, and scheduled principal payments (whether or not paid), on capital lease obligations 	$________________

          

	 	4.	Interest
    expense	$________________
	 	5.	Total
    (1 + 2 + 3 + 4) =	$________________

        

         



  


		II.	Capital
                                                                                      Expenditures:[ANNUALLY]



 


		A.	Required Covenant:
                                                                                $250,000



 


	 	Computation
    Date	Maximum
    Aggregate Capital Expenditures
	 	For
    any Fiscal Year ending on or after December 31, 2012	$[_________]


 


		B.	Actual Computation
                                                                                for the applicable calculation period: $___________
                                                                                
	 	 	(as determined in accordance with the Loan
                                                       Agreement).











 






    	 



    	 



    
















  





SCHEDULES


 


The following Schedules
(the “Schedules”) are to be read in their entirety.  Nothing in the Schedules is intended to broaden the scope
of any representation or warranty of the Borrowers contained in the Loan Agreement, dated as of September 28, 2012, as amended
by the First Amendment to Loan Agreement, dated as of February 27, 2013 (the “Agreement”), among FIRST FINANCIAL BANK,
NATIONAL ASSOCIATION, a national banking association (“Bank”), ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation
(“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE”), and VERTTERRE CORPORATION, a
New Mexico corporation (“Vertterre”).  Capitalized terms used but not defined herein or in the Schedules shall
have the meanings ascribed to such terms in the Agreement.


 


To the extent more
than one representation and warranty contained in the Agreement requires the same disclosure, the appearance of such disclosure
on any single item herein shall serve as disclosure for all other representations and warranties to which such disclosure applies. 
The failure by the Borrowers to cross-reference any disclosure on any particular schedule shall not constitute a breach by the
Company of the applicable representation or warranty as long as the matter is disclosed elsewhere in these schedules.


 


Inclusion of any item
in the Schedules (i) does not represent a determination by the Borrowers that such item is material and shall not be deemed to
establish a standard of materiality and (ii) does not represent a determination by the Borrowers that such item did not arise in
the ordinary course of business.  Any disclosure contained in the Schedules that refers to a document is qualified in its
entirety by reference to the text of such document.


 




    	 



    	 



    

 


SCHEDULE 1


 


Borrower’s Facilities


 


Real Property that EQMI Leases


 


	1)	3325 Chapel Hill Boulevard, Suite 250, Durham, North Carolina
	 	 
	2)	6825 SW 216th Street, Lynwood, Washington
	 	 
	3)	64090 NWY 1090, Pearl River, Louisiana
	 	 
	4)	2135 Schapelle Lane, Cincinnati, Ohio
	 	 
	5)	12721 Wolf Road, Geneseo, Illinois
	 	 
	6)	3460 Business Drive, Sacramento, California
	 	 
	7)	3959 Electric Road, Suite 175, Roanoke, Virginia
	 	 
	8)	1280 Arrowhead Court, Crown Point, Indiana
	 	 
	9)	1800 Carillon Boulevard, Cincinnati, Ohio
	 	 
	10)	3400 179th Street, Suite 2, Hammond, Indiana
	 	 
	Real Property that EQE Leases
	 	 
	1)	3400 179th Street, Suite 1, Hammond, Indiana
	 	 
	Real Property that Vertterre Leases
	 	 
	1)	320 Gold Avenue, SW, Suite 500, Albuquerque, New Mexico
	 	 
	2)	816 West Broadway, Bloomfield, New Mexico
	 	 
	3)	14115 Davis Estate Road, Needville, Texas



 





    	 



    	 



    

 


SCHEDULE 2


 


Financial Statements


 


See financial statements of EQM Technologies & Energy, Inc.
and Subsidiaries included in the Quarterly Report on Form 10-Q of EQM Technologies & Energy, Inc. for the quarter ended September
30, 2012, filed with the Securities and Exchange Commission on November 14, 2012.


 




    	 



    	 



    

 


SCHEDULE 3


 


Permitted Liens1


 


The interest, if any, of the persons named
a “secured party” in the UCC financial statements listed below:


 


		DEBTOR:	Environmental Quality Management, Inc.



 


		A.	Jurisdiction:Ohio Secretary of State



 


	Name of Debtor	Name of

Secured Party	Search 

Location	Filing

Date	Filing Number	Description 

of Collateral
	Environmental Quality Management, Inc.	U.S. Bancorp Oliver-Allen Technology Leasing	Ohio	1/10/08	OH00122753991	Leased Equipment
	Environmental Quality Management, Inc.	U.S. Bancorp Oliver-Allen Technology Leasing	Ohio	1/10/08	OH00122754014	Leased Equipment
	Environmental Quality Management, Inc.	U.S. Bancorp Oliver-Allen Technology Leasing	Ohio	1/10/08	OH00122754125	Leased Equipment
	Environmental Quality Management, Inc.	U.S. Bancorp Equipment Finance, Inc.	Ohio	4/4/08	OH00125427670	Leased Equipment
	Environmental Quality Management, Inc.	U.S. Bancorp Equipment Finance, Inc.	Ohio	4/4/08	OH00125414633	Leased Equipment
	Environmental Quality Management, Inc.	U.S. Bancorp Equipment Finance, Inc.	Ohio	4/4/08	OH00125425878	Leased Equipment



 
























 



1 The appearance
of any filing on this Schedule of Permitted Liens is not an acknowledgement of the validity, perfection and/or priority of any
interest held by the listed secured party.



 






    	 



    	 



    
 


	Name of Debtor	Name of

Secured Party	Search 

Location	Filing

Date	Filing Number	Description 

of Collateral
	Environmental Quality Management, Inc.	U.S. Bancorp Equipment Finance, Inc.	Ohio	7/29/08	OH00128531775	Leased Equipment
	Environmental Quality Management, Inc.	U.S. Bancorp Equipment Finance, Inc.	Ohio	7/29/08	OH00128531886	Leased Equipment
	Environmental Quality Management, Inc.	U.S. Bancorp Equipment Finance, Inc.	Ohio	7/29/08	OH00128522887	Leased Equipment
	Environmental Quality Management, Inc.	Les Schwab Warehouse Center, Inc.	Ohio	10/13/09	OH00137754293	Leased Equipment






 


		DEBTOR:	EQ Engineers, LLC



 


		B.	Jurisdiction:Indiana Secretary of State



 


	Name of Debtor	Name
of

Secured Party	Search

 Location	Filing

Date	Filing Number	Description 

of Collateral
	EQ Engineers, LLC	Steelcase Financial Services Inc.	Indiana	11/4/08	200800009750950	Leased Equipment


  


Liens related to the US Bank Letter of Credit (SLCLSTL02779)
- Lexon Insurance at Beneficiary.


 


Liens related to leased equipment.


 






    	 



    	 



    
 


SCHEDULE 9.1


 


List of Jurisdictions of Incorporation and
Qualification


 


EQMI is qualified to do business and is in good standing in
the following states:


 


	Alabama	 
	Arizona	 
	California	 
	Colorado	 
	Hawaii	 
	Idaho	 
	Indiana	 
	Louisiana	 
	Michigan	 
	Nevada	 
	New Mexico	 
	North Carolina	 
	Ohio	 
	Oregon	 
	Pennsylvania	 
	South Carolina	 
	South Dakota	 
	Texas	 
	Washington	 


 


EQMI currently leases property in Illinois and Virginia. EQMI
is qualified to do business and is undertaking to return to good standing in Illinois and Virginia.


 


EQ Engineers, LLC is qualified to do business and is in good
standing with the following states:


 


Indiana


 


Vertterre is qualified to do business and is in good standing
with the following states:


 


New Mexico


Texas


 




    	 



    	 



    

 


SCHEDULE 9.5


 


Licenses; Trademarks; Patents; Copyrights;
Government Contracts


 


Licenses:


Borrowers have licensed certain off the shelf software for use
in their daily operations, including AutoCAD and the Deltek Accounting software.


 


Trademarks:


EQ (Environmental Quality Management)


EQE (Environmental Quality Engineers)


EQES (EQ – Slovakia)


 


Patents:


Title: EQ's Releasable Asbestos Field Sampler (RAFS):


US Patent No: 7,758,813


Patent Holder: Environmental Quality Management, Inc.


Inventors: John R. Kominsky, Fred Hall


 


Description: The RAFS consists of a variable-speed high-efficiency
particulate air (REP A) filtered fan attached to a tunnel (6 x 6 x 24 in.) with an open bottom for exposure to the test matrix
soil. The fan discharges the air at the tunnel inlet through diffusers to evenly distribute the airflow. A variable-speed motorized
rake mechanism inside of the tunnel provides consistent and reproducible agitation of the top 11.2 in. of soil. A gentle airflow
laterally transports the generated aerosol inside of a tunnel to one end where filter sampling cassettes or real-time instruments
are used to measure asbestos and particulate release.


 


Copyrights:


None


 


Government Contracts:


 


ACTIVE CONTRACTS


  


	
         

        Project 

Number
	
         

        Contract Number
	
         

        Contract Type
	
         

        Client
	
         

        Title
	
         

        Contracting Officer

	30174	GSA GS-10F-0293K	ID/IQ (FFP and T&M Orders)	
        General Services Administration,

        Auburn, WA
	Federal Supply Schedule (FSS) Contract for Group 899 - Environmental Services, SINS 899-1 & 899-8	
        Mr. Joseph T. Mcguire

        Contracting Officer

        GSA, MSC

        400 15th Street, SW

        Auburn, WA 98001-6599




 






    	 



    	 



    





 


	Project

Number	Contract 

Number	Contract
    Type	Client	Title	Contracting Officer
	30174.0016.001	
        GSA GS-10F-0293K,

        USACE Order No.

        W912QR-11-F-0266
	FFP Task Order under GSA Contract	
        U.S. Army Corps of Engineers (USACE), Louisville District

        Louisville, KY
	2011 PBA for Environmental Investigation Services RVAAP-66 Facility-Wide Groundwater, Ravenna, OH (SIN No. 899-1)	
        Ms. Denise Bush

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

	30174.0017.001	
        GSA GS-10F-0293K,

        USACE Order No.

        W912QR-12-F-0033
	FFP Task Order under GSA Contract	
        U.S. Army Corps of Engineers (USACE), Louisville District

        Louisville, KY
	
        Provide Services for the Lockbourne AFB, AOC's 3, 8/9, and 11,
        Columbus, Franklin County, OH

        (SIN No. 899-1)
	
        Ms. Lisa Bisig

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

	30174.0018.001	
        GSA GS-10F-0293K,

        USACE Order No.

        W912QR-12-F-0034
	FFP Task Order under GSA Contract	
        U.S. Army Corps of Engineers (USACE), Louisville District

        Louisville, KY
	
        Closure of Underground Storage Tanks, Former Rossford Army Depot,
        Rossford, Wood County, OH

        (SIN No. 899-1)
	
        Ms. Lisa Bisig

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

	30174.0019.001	
        GSA GS-10F-0293K,

        USACE Order No.

        W912QR-12-F-0309
	FFP Task Order under GSA Contract	
        U.S. Army Corps of Engineers (USACE), Louisville District

        Louisville, KY
	
        Provide Services to Abandon/Close Old Stonehouse, Building 2212
        Septic System at Savanna Army Depot Activity (SVDA), Savanna, IL

        (SIN No. 899-1)
	
        Mr. B.J. Durrett

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

	30240	USACE Contract No. W912QR-04-D-0036	ID/IQ with FFP, GFPR, CPFF, CPAF or CPIF task orders	U.S. Army Engineering District, Louisville	Multiple Award Remediation Contract (MARC) for the Louisville District and all USACE Mission Boundaries	
        Ms. Denise Bush

        Contracting Officer

        U.S. Army Engineer District, Louisville

        Civil/OPS/Environmental Team

        600 Dr. Martin Luther King, Jr. Place, Room 821

        Louisville, KY 40202-2230

         

	30262	EP-W-07-022	
        ID/IQ with

        T&M, Fixed Rate T.O.'s
	
        U.S. Environmental Protection Agency (EPA), Region 9,

        San Francisco, CA
	Emergency and Rapid Response Services (ERRS - 3) for Region 9	
        Mr. Philip Ingram

        Contracting Officer (MTS-4-3)

        U.S. Environmental Protection Agency, Region 9

        75 Hawthorne St.

        San Francisco, CA 94105-3901




  



    	 



    	 



    






 


	Project


    Number	Contract
    

    Number	Contract
    Type	Client	Title	Contracting
    Officer
	30268	EP-S6-07-01	ID/IQ with Time and Materials T.O’s	
        U.S. Environmental Protection Agency (EPA),

        Region 6, Dallas, TX
	Emergency and Rapid Response Services (ERRS - 3) for Region 6	
        Mr. Michael Pheeny

        Contracting Officer (6MD-CP)

        U.S. Environmental Protection Agency

        Region 6

        1445 Ross Avenue, Suite 1200

        Dallas, TX 75202-2733

	30277	
        CMC Subcontract Dated 2/24/08/

        EPA Contract No. EP-S4-07-02
	ID/IQ with Time and Materials T.O’s	
        Sub. to CMC, Inc./

        U.S. EPA, Region IV, Atlanta, GA
	Emergency and Rapid Response Services III (ERRS III) for EPA Region IV	
        Mr. Clay Corman

        CMC, Inc.

        1151 Jessamine Station Pike

        Nicholasville, KY 40356

	30281	EP-S5-08-02	ID/IQ with Time and Materials T.O’s	
        U.S. Environmental Protection Agency (EPA),

        Chicago, IL
	Emergency and Rapid Response Services (ERRS-3) for Region 5	
        Mr. Thomas Harrison

        Contracting Officer, MCC-10J

        U.S. Environmental Protection Agency

        Region V

        77 West Jackson Boulevard

        Chicago, IL 60604-3507

	30283	FA3002-09-D-0002	ID/IQ with FFP and CPFF Task Orders	
        Dept. of the Air Force, AFCESA,

        Tyndall AFB, FL
	Sustainment/Restoration & Modernization Acquisition Task Order Contract (SATOC)	
        Mr. George Mason

        Contracting Officer

        AFMC 772/ESS/PKH

        C/O HQ AFCESA/CEKC

        139 Barnes Drive, Suite 1

        Tyndall AFB, FL 32403-5319

	30287	FA8903-09-D-8564	ID/IQ with CPFF, CPIF, & FFP & FPI Task Orders	
        Dept. of the Air Force,

        AFCEE/OD,

        Brooks City-Base, TX
	Worldwide Environmental Restoration and Construction 2009 (WERC09) Contract	
        Ms. Ana Jimenez

        Contracting Officer

        HQ/AFCEE/ACV

        3300 Sidney Brooks

        Brooks City Base, TX 78235-5112

         

	30296.00##	EA Engineering PO #______/ Navy Contract No. N62742-10-D-1806	
        FFP

        (EA Eng. is issuing separate FFP PO’s for each FFP T.O.)
	Sub to EA Engineering, Science, and Technology, Inc. / U.S. Navy	Provide QA services for Fixed Price Remedial Action Contract (FRAC) for Various Sites in the Naval Facilities Engineering Command Pacific (NAVFAC Pacific) Area of Responsibility	
        Mr. Brian McLaughlin, CFCM

        Manager, Contracts and Procurement

        EA Engineering, Science, and Technology, Inc.

        11019 McCormick Road

        Hunt Valley, MD 21031

         

	30298	
        Gonzales-Stoller Remediation Services, LLC Sub. No. GSR- EQM-1016/

        DOE Contract No. DE-EM0000841

         
	ID/IQ with FFP, CPFF, CPAR, & CPIF Task Orders	
        Sub. to Gonzales-Stoller Remediation Services, LLC/

        U.S. Dept. of Energy (DOE)
	Environmental Remediation Services and DD&R	
        Ms. Lorraine Alvarez

        Contract Administrator

        Gonzales-Stoller Remediation Services, LLC

        1294 Suncrest Towne Centre Drive

        Morgantown, WV 26505

         




 


 


  






    	 



    	 



    
 


	 

        Project 

Number
	 

        Contract

 Number
	 

        Contract Type
	 

        Client
	 

        Title
	 

        Contracting Officer

	30301	EP-R5-11-04	ID/IQ with FFP T.O.'s	
        U.S. Environmental Protection Agency (EPA),

        Chicago, IL
	Great Lakes National Program Office Cleanup Services (GLNPOCS)	
        Ms. Sheila Dolan

        Contracting Officer, MCC-10J

        U.S. Environmental Protection Agency

        Region V

        77 West Jackson Boulevard

        Chicago, IL 60604-3507

	30303	EP-S9-12-01	
        ID/IQ with

        Fixed Rate for Services T.O.'s
	
        U.S. Environmental Protection Agency (EPA), Region 9,

        San Francisco, CA
	Emergency and Rapid Response Services (ERRS - 4) for Region 9	
        Mr. Philip Ingram

        Contracting Officer (MTS-4-3)

        U.S. Environmental Protection Agency, Region 9

        75 Hawthorne St.

        San Francisco, CA 94105-3901

	30304	
        RTI Sub. No. 8-312-0213151/

        EPA Contract No. EP-C-11-036
	ID/IQ with FFP or CPFF Task Orders	Sub to RTI International/U.S. Environmental Protection Agency (EPA), Cincinnati, OH	Scientific, Technical, Research, Engineering, and Monitoring Support II (STREAMS II)	
        Ms. Katherine Mangum

        Senior Manager, Subcontracts

        RTI International

        Global Supply Chain

        SSES Subcontracts

        P.O. Box 12194, 3040 Cornwallis Road

        Research Triangle Park, NC 27709-2194

	30307	USACE Contract No. W912DQ-13-D-3004	ID/IQ with FFP and CPFF task orders	U.S. Army Corps of Engineers, Kansas City District	MEGA Long Term Response Action/Environmental Remediation Services (LTRA/ERS) MATOC in Support of the U.S. Army Corps of Engineers, Northwestern Division and EPA Region 2	
        Ms. Kris Ann Huber

        Contract Specialist, CECT-NWK-H

        U.S. Army Corps of Engineers, Kansas City

        601 E. 12th St., Room 647

        Kansas City, MO 64106-2896

         

	30309	EP-S7-13-02	
        ID/IQ with

        Fixed Rate for Services T.O.'s
	
        U.S. Environmental Protection Agency (EPA), Region 10,

        Seattle, WA
	Emergency and Rapid Response Services (ERRS - 4) for Region 10	
        Mr. Tyrone Lewis

        Contracting Officer

        U.S. Environmental Protection Agency, Region 7

        PLMG/RFMD/ACMS

        11201 Renner Blvd.

        Lenexa, KS 66219

         

         





 






    	 



    	 



    



 





	 

        Project 

Number
	 

        Contract

        Number
	 

        Contract Type
	 

        Client
	 

        Title
	 

        Contracting Officer

	39001	N40083-11-D-0030	ID/IQ
    with FFP Task Orders	Dept.
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Navy,

        NAVFAC Midwest, IPT

        Great Lakes, IL
	Awarded
                                                                                                                                                   to
                                                                                                                                                   SEQ
                                                                                                                                                   Vets
                                                                                                                                                   Remediation
                                                                                                                                                   JV
                                                                                                                                                   (Joint
                                                                                                                                                   Venture
                                                                                                                                                   between
                                                                                                                                                   Sullivan
                                                                                                                                                   and
                                                                                                                                                   EQ)

        Environmental Multiple
        Award Contract (EMAC)
	Mr.
                                                                                                                                                   Chris
                                                                                                                                                   Payton

        Contracting Officer

        NAVFAC Midwest IPT

        201 Decatur Ave., Bldg.
        1A

        Great Lakes, IL 60088-2801

         

	39002.0001	EP-S7-12-08

         

         
	Indef.
                                                                                                                                                   Qty.
                                                                                                                                                   with
                                                                                                                                                   Fixed
                                                                                                                                                   Unit
                                                                                                                                                   Prices

         

         
	U.S.
    Environmental Protection Agency (EPA), Region 7, Kansas City, KS	Awarded
                                                                                                                                                   to
                                                                                                                                                   SEQ
                                                                                                                                                   Vets
                                                                                                                                                   Remediation
                                                                                                                                                   JV
                                                                                                                                                   (Joint
                                                                                                                                                   Venture
                                                                                                                                                   between
                                                                                                                                                   Sullivan
                                                                                                                                                   and
                                                                                                                                                   EQ)

        Remedial Action Oronogo-Duenweg
        Mining Belt Site, Operable Unit 01, Jasper County, MO
	Ms.
                                                                                                                                                   Marie
                                                                                                                                                   Noel

        Contracting Officer

        U.S. Environmental Protection
        Agency, Region 7

        PLMG/RFMD/ACMS

        11201 Renner Blvd.

        Lenexa, KS 66219

	100013	482980-09-J-0130	ID/IQ
    with FFP Task Orders	United
    States Postal Service	Architect-Engineer
    and Related Services	Mr.
                                                                                                                                                   David
                                                                                                                                                   Wayne
                                                                                                                                                   Bright

        P.O. Box 667180

        Dallas, TX 75266-7180

	100014	R7810110014	FFP	United
    States National Park Service	Rehabilition
    and Remodeling of the White Sands Visitor Center	Ms.
                                                                                                                                                   Tammy
                                                                                                                                                   Gallegos

        1100 Old Santa Fe Trail
        Building

        Santa Fe, NM 87505

	 	61251-000-09	ID/IQ
    with FFP or Fixed Rate Task Orders	Los
    Alamos National Laboratory	Architect
    / Engineer Services	Ms.
                                                                                                                                                   Kathryn
                                                                                                                                                   Smith

        Los Alamos National Laboratory

        P.O. Box 1663, MS-D442

        Los Alamos, NM 87545-1663

	 	 	Lease
    to Develop Landfill Gas	The
    State of Texas, County of Fort Bend	Lease
    to Develop Landfill Gas	Mr.
                                                                                                                                                   Bud
                                                                                                                                                   Childers

        Fort Bend County Attorney

        309 South 4th
        street, Suite 621

        Richmond, TX 77469

	 	 	Lease
    to Develop Landfill Gas	City
    of Grand Prairie Texas	Lease
    to Develop Landfill Gas	City
                                                                                                                                                   of
                                                                                                                                                   Grand
                                                                                                                                                   Prairie

        Solid Waste and Recycling
        Division P.O. Box 534045

        Grand Prairie, TX 75053








 


In August 2007, Parent initiated an internal investigation regarding
potential billing for unallowable costs in connection with EQMI’s construction of a forward operating base in Iraq beginning
in 2006 (the “FOB Hope Project”).  EQMI completed the FOB Hope Project in March 2008.  Parent has submitted
its findings to the U.S. Air Force Inspector General and the U.S. Office of Inspector General of the Department of Defense on a
number of occasions in an effort to be admitted into the Federal government’s Voluntary Disclosure Program, which provides
participants with certain protections and rights related to possible violations. Parent was accepted into the Voluntary Disclosure
Program, has answered all questions of and submitted all information requested by the Federal government concerning this matter,
and is awaiting feedback from the Federal government.


 


Code of Ethics - See attached.


 




    	 



    	 



    

 


SCHEDULE 9.8


 


Labor matters


 


None.


 




    	 



    	 



    

 


SCHEDULE 9.9


 


Compliance with laws


 


None.


 




    	 



    	 



    

 


SCHEDULE 9.10


 


Hazardous Substances


 


A substantial portion of EQMI’s business involves planning,
design, program management and construction management of pollution control facilities, as well as assessment and management of
remediation activities at hazardous waste or Superfund sites and military bases. In addition, EQMI contracts with U.S. federal
government entities to destroy hazardous materials. These activities require EQMI to manage, handle, remove, treat, transport and
dispose of toxic and hazardous substances. Some environmental laws, such as the Superfund law and similar state and local statutes,
can impose liability for the entire cost of clean-up for contaminated facilities or sites upon present and former owners and operators,
as well as generators, transporters and persons arranging for the treatment or disposal of such substances. In addition, while
Borrowers strive to handle hazardous and toxic substances with care and in accordance with safe methods, the possibility of accidents,
leaks, spills and the events of force majeure always exist. Certain of EQMI’s business operations are covered by U.S. Public
Law 85-804, which provides for government indemnification against claims and damages arising out of unusually hazardous activities
performed at the request of the government. Due to changes in public policies and law, however, government indemnification may
not be available in the case of any future claims or liabilities relating to other hazardous activities that EQMI performs.


 




    	 



    	 



    

 


SCHEDULE 9.13


 


Pension Matters


 


None.


 




    	 



    	 



    

 


SCHEDULE 9.15


 


Litigation


 


Investigation Regarding FOB Hope Project


 


In August 2007, Parent initiated an internal investigation regarding
potential billing for unallowable costs in connection with EQMI’s construction of a forward operating base in Iraq beginning
in 2006 (the “FOB Hope Project”).  EQMI completed the FOB Hope Project in March 2008.  Parent has submitted
its findings to the U.S. Air Force Inspector General and the U.S. Office of Inspector General of the Department of Defense on a
number of occasions in an effort to be admitted into the Federal government’s Voluntary Disclosure Program, which provides
participants with certain protections and rights related to possible violations. Parent was accepted into the Voluntary Disclosure
Program, has answered all questions of and submitted all information requested by the Federal government concerning this matter,
and is awaiting feedback from the Federal government. 


 


FOB Hope Project Claim for Equitable Adjustment


 


In 2008, Parent filed a request with the U.S. Air Force for
an equitable adjustment in connection with the FOB Hope Project (the “Air Force Claim”).  Parent completed the
FOB Hope Project in March 2008.  The Air Force Claim is being reviewed, but Parent has not been provided with a specific time
line for final resolution of the Air Force Claim and Parent is not able to determine the amount that might be received in connection
with the Air Force Claim.


 


EPA Claim for Equitable Adjustment


 


On January 23, 2012, Parent filed with the EPA to request an
equitable adjustment in connection with the Madison County Contract. Under the EPA Claim, Parent asserted that it suffered a major
financial loss as a result of certain volume under runs in connection with the Madison County Contract. The amount of the EPA Claim
is approximately $6,000,000. However, Parent was not able to determine the amount that might be received in connection with this
claim. Any amount received in future periods will be recorded as a gain upon the receipt of such amounts.


 




    	 



    	 



    

 


SCHEDULE 9.17


 


Affiliates; Affiliate Transactions


 


 


 


	Borrower	Directors/Managers	Officers	Stockholders	Subsidiaries
	EQMI	
        James E. Wendle

        Robert R. Galvin

        Jack S. Greber
	
        James E. Wendle - President and Chief

        Operating Officer

        Robert R. Galvin - Chief Financial

        Officer, Executive Vice President,

        Secretary and Treasurer

        Jack S. Greber - Senior Vice President
	Parent	
        EQE

        EQ Engineers Slovakia, s.r.o.

        Vertterre

	EQE	Jack S. Greber	N/A	EQMI	None
	Vertterre	
        James E. Wendle

        Robert R. Galvin

        Joseph P. Hoffman
	
        James E. Wendle - President

        Robert R. Galvin - Treasurer

        Joseph P. Hoffman - Secretary
	EQMI	
        LGP

        Grand Prairie



 


See also Note 11 - Related Parties (pages 25-29), to the Quarterly
Report on Form 10-Q of EQM Technologies & Energy, Inc. for the quarter ended September 30, 2012, filed with the Securities
and Exchange Commission on November 14, 2012.


 


Parent and Borrowers have certain other arrangements that may
be classified under Permitted Administrative Advances and Permitted Other Distributions pursuant to which goods and services are
exchanged between Parent and Borrowers, and certain other intercompany arrangements.


 




    	 



    	 



    

 


SCHEDULE 9.18


 


Stockholders


 


 


	Borrower	Shares/Units

 Authorized	Shares/Units

 Outstanding	Stockholders
	EQMI	1,000	100	Parent
	EQE	100% Interests	EQMI has 100% interest in EQE	EQMI
	Vertterre	1,000	1,000	EQMI


  




    	 



    	 



    

 


SCHEDULE 9.19


 


Noncompetition Agreements


 


Employment Agreement between EQMI and James E. Wendle, effective
as of January 1, 2012.


 


Employment Agreement between EQMI and Jack S. Greber effective
as of January 1, 2012.


 


Employment Agreement between EQMI and Robert R. Galvin effective
as of January 1, 2012.


 


Employment Agreement between EQMI and Joseph P. Hoffman effective
as of January 1, 2012.


 


Employment Agreement between EQMI and Daniel Sandoval effective
as of December 27, 2012


 


Stock Purchase Agreement between EQMI and Daniel Sandoval dated
as of December 27, 2012


 




    	 



    	 



    

 


SCHEDULE 9.20


 


Bank Accounts


 


Environmental Quality Management, Inc.


First Financial Bank Lockbox A/C# XXXXXXX


First Financial Bank Disbursements A/C# XXXXXXX


US Bank Lockbox A/C# XXXXXXX


US Bank Disbursements A/C# XXXXXXX


US Bank Operating A/C# XXXXXXX


 


EQ Engineers, LLC


First Financial Bank Lockbox A/C# XXXXXXX


First Financial Bank Disbursements A/C# XXXXXXX


US Bank Operating A/C# XXXXXXX


 


Beacon


First Financial Bank Operating A/C# XXXXXXX


First Financial Bank Money Market A/C# XXXXXXX


 


Vertterre


First Financial Bank Lockbox A/C# XXXXXXX


First Financial Bank Disbursements A/C# XXXXXXX


 




    	 



    	 



    

 


SCHEDULE 9.24


 


Leases


 


Real Property that EQMI Leases


 


	1)	3325 Chapel Hill Boulevard, Suite 250, Durham, North Carolina
	 	 
	2)	6825 SW 216th Street, Lynwood, Washington
	 	 
	3)	64090 NWY 1090, Pearl River, Louisiana
	 	 
	4)	2135 Schapelle Lane, Cincinnati, Ohio
	 	 
	5)	12721 Wolf Road, Geneseo, Illinois 
	 	 
	6)	3460 Business Drive, Sacramento, California
	 	 
	7)	3959 Electric Road, Suite 175, Roanoke, Virginia
	 	 
	8)	1280 Arrowhead Court, Crown Point, Indiana
	 	 
	9)	1800 Carillon Boulevard, Cincinnati, Ohio
	 	 
	10)	3400 179th Street, Suite 2, Hammond, Indiana
	 	 
	Real Property that EQE Leases
	 	 
	1)	3400 179th Street, Suite 1, Hammond, Indiana
	 	 
	Real Property that Vertterre Leases
	 	 
	1)	320 Gold Avenue, SW, Suite 500, Albuquerque, New Mexico
	 	 
	2)	816 West Broadway, Bloomfield, New Mexico
	 	 
	3)	14115 Davis Estate Road, Needville, Texas
	 	 
	Equipment that EQMI Leases
	 	 
	1)	Postage Meter, Durham, North Carolina
	 	 
	2)	Postage Meter, Lynwood, Washington
	 	 
	3)	Postage Meter, Crown Point, Indiana
	 	 
	4)	Bizhub C650 & Canon IR 7095 Copiers, Durham, North Carolina



 






    	 



    	 



    
 


	5)	Canon IR C 3380 Copier, Roanoke, Virginia 
	 	 
	6)	Savin 8350 Copier, Hammond, Indiana
	 	 
	7)	Postage Meter, Cincinnati, Ohio
	 	 
	8)	RICOH Pro 906 EX Copier, Cincinnati, Ohio
	 	 
	9)	MP40002SP Copier, Cincinnati, Ohio
	 	 
	10)	MP6501SP Copier, Cincinnati, Ohio
	 	 
	11)	Panasonic DP C264 Copier, Hammond, Indiana
	 	 
	12)	Kyocera 400CI Copier, Lynwood, Washington
	 	 
	13)	Kyocera KM-3035 Copier, Sacramento, California
	 	 
	14)	RICOH MP6001 Copier, Cincinnati, Ohio
	 	 
	15)	2 RICOH MPC4000 Copiers, Cincinnati, Ohio


 


Vehicles that EQMI Leases


 


	1	2009	CHEV	COLC	OH
	2	2009	CHEV	COLC	OH
	3	2009	CHEV	COLC	OH
	4	2009	CHEV	COLC	OH
	5	2009	CHEV	S35E	OH
	6	2010	FORD	F35C	OH
	7	2009	DODG	SP35	OH
	8	2010	CHEV	S2HE	OH
	9	2010	FORD	F15E	OH
	10	2009	LINC	MKX	OH
	11	2009	CHEV	S15C	OH
	12	2010	FORD	TRNC	OH
	13	2010	CHEV	S15E	IL
	14	2011	FORD	F15E	OH
	15	2011	CHEV	S2HE	OH
	16	2011	CHEV	S15E	OH
	17	2011	CHEV	S2HE	OH
	18	2012	CHEV	S2HE	OH
	19	2012	CHEV	S2HC	OH
	20	2008	CHEV	S15E	OH
	21	2013	FORD	FOCU	OH
	22	2008	CHEV	S2HE	IN
	23	2011	CHEV	S2HE	IN
	24	2010	CHEV	S2HE	TX
	25	2010	DODG	B15Q	LA
	26	2011	FORD	F25E	LA
	27	2011	CHEV	S2HE	OH
	28	2009	FORD	F15C	CA
	29	2010	FORD	F15E	CA
	30	2012	CHEV	S15E	CA
	31	2009	CHEV	S2HC	WA
	32	2009	CHEV	S15C	WA
	33	2010	FORD	F150	WA
	34	2011	CHEV	S15E	WA


 




    	 



    	 



    

 


SCHEDULE 9.25


 


Insurance Policies for Borrowers


 


	 	 	 	 	Aggregate	 
	Carrier	 	Coverage Type	 	Coverage Limit ($)	 
	Chartis 
	 	General Liability and Professional Liability	 	 	2,000,000	 
	Chartis	 	Commercial Excess	 	 	9,000,000	 
	Chubb	 	Property	 	 	6,093,000	 
	Chubb	 	Equip- Inland Marine	 	 	857,364	 
	Chubb	 	Worker's Comp	 	 	1,000,000	 
	Chubb	 	Auto	 	 	1,000,000	 
	CNA	 	D&O	 	 	5,000,000	 
	CNA	 	Crime	 	 	1,000,000	 
	Chubb	 	Employment Practices	 	 	3,000,000	 
	CNA	 	Fiduciary	 	 	3,000,000	 



  


Insurance Policies for Beacon Energy (Texas)
Corp.


 


	 	 	 	 	Aggregate	 
	Carrier	 	Coverage Type	 	Coverage Limit ($)	 
	Catlin	 	General Liability	 	 	2,000,000	 
	Steadfast	 	Pollution	 	 	2,000,000