KLNG 8-K
Koil Energy Solutions, Inc. (KLNG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 1 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
| ITEM 1.01 | Entry into a Material Definitive Agreement. |
On May 19, 2026, Koil Energy Solutions, Inc., a Nevada corporation, and its subsidiary Koil Energy Solutions, Inc., a Delaware corporation (together, the “Borrower”), entered into a Loan and Security Agreement (the “Loan Agreement”) with nFusion Capital Finance, LLC, including its successors and assigns, as lender (the “Lender”). The Loan Agreement provides for a revolving credit facility in a maximum principal amount of up to $5.0 million, with availability based on an advance rate of 85% of the Borrower’s eligible accounts, in each case subject to customary reserves, adjustments and conditions precedent. The loans under the Loan Agreement bear interest at an annual rate equal to the prime rate as published in the Wall Street Journal, subject to a floor of 6.75%, plus a margin of 4.75%, calculated on the basis of a 360-day year for the actual number of days elapsed, and are subject to a default interest rate as provided in the Loan Agreement. The Loan Agreement has an initial stated maturity date of 12 months from the effective date of the Loan Agreement and will automatically renew for successive one-year terms unless earlier terminated in accordance with its terms, including the Lender’s right to terminate upon 90 days’ notice or immediately upon an event of default. The Loan Agreement includes customary representations and warranties, affirmative and negative covenants (including, among others, limitations on additional indebtedness, liens, investments, asset dispositions, and dividends and share repurchases), reporting obligations and events of default.
The Borrower’s obligations under the Loan Agreement are secured by a first-priority security interest in substantially all of the personal property assets of the Borrower, including accounts, inventory, equipment, deposit accounts, general intangibles and other collateral, subject to permitted liens and customary intercreditor arrangements, and the Loan Agreement contains customary provisions permitting the Lender, among other things, to adjust reserves, conduct collateral audits and require control, landlord and bailee agreements. In connection with the Loan Agreement, the Borrower paid a loan fee equal to 1.0% of the $5.0 million maximum revolver amount and agreed to pay a monthly collateral monitoring fee equal to 0.25% of the average gross balance of eligible accounts, together with specified lockbox, wire, ACH, UCC and tax monitoring fees, and an early termination fee equal to 2.0% of the maximum revolver amount in certain circumstances.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 22, 2026
|
KOIL ENERGY SOLUTIONS, INC. | |
| By: |
/s/ Erik Wiik | |
| Erik Wiik | ||
| President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
| 3 |
Exhibit 10.1
LOAN AND SECURITY AGREEMENT Borrower: Koil Energy Solutions, Inc., a Nevada corporation 1310 Rankin Road Houston, TX 77073 Borrower: Koil Energy Solutions, Inc., a Delaware corporation 1310 Rankin Road Houston, TX 77073 Date: EW , 2026 (the “Effective Date”) THIS LOAN AND SECURITY AGREEMENT (the “ Agreement ”) is entered into on the above date between nFusion Capital Finance, LLC (including its successors and assigns, the “Lender”), whose principal address is 6444 Burnet Rd, Ste 100 , Austin, Texas 78757 , and each borrower (together, and jointly and severally, the “ Borrower ”) named above, whose respective chief executive office is located at the above address (“ Borrower’s Address ”) . The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement . (Definitions of certain terms used in this Agreement are set forth in Section 8 below . ) 1. LOANS. 1. Loans . Lender will make loans to Borrower (the “Loans”), in amounts determined by Lender in its good faith business judgment, up to the amounts (the “Credit Limit”) shown on the Schedule, provided no Default or Event of Default has occurred and is continuing, and subject to deduction of Reserves for accrued interest and such other Reserves as Lender deems proper from time to time . 2. Interest . All Loans and all other monetary Obligations shall bear interest at the rate shown on the Schedule, except where expressly set forth to the contrary in this Agreement . Accrued interest shall be payable monthly, on the last day of the month, and shall be charged to Borrower’s loan account (and the same shall thereafter bear interest at the same rate as the other Loans) . 1 . 3 Overadvances . If at any time or for any reason the total of all outstanding Loans and all other monetary Obligations exceeds the Credit Limit (an “Overadvance”), Borrower shall immediately pay the amount of the excess to Lender on demand . Without limiting Borrower's obligation to repay to Lender the amount of any Overadvance, Borrower agrees to pay Lender interest on the outstanding amount of any Overadvance, on demand, at the Default Rate . 4. Fees . Borrower shall pay Lender the fees shown on the Schedule, which are in addition to all interest and other sums payable to Lender and are not refundable . 5. Loan Requests . Subject to all conditions and terms contained herein such as the delivery of a Borrowing Base Certificate in a form acceptable to Lender with respect to each Loan, to obtain a Loan, Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C May 19
Page 2 Borrower shall make a request to Lender by electronic mail, such request to provide Lender with at least one Business Day’s notice . Loan requests received after 12 : 00 PM (Central Time) will not be considered by Lender until the next Business Day . Lender may rely on any written request for a Loan given by a person whom Lender believes is an authorized representative of Borrower, and Borrower will indemnify Lender for any loss Lender suffers as a result of that reliance . 2. SECURITY INTEREST. To secure the payment and performance of all of the Obligations when due, Borrower hereby grants to Lender a security interest in all of the following (collectively, the “Collateral”): all right, title and interest of Borrower in and to all of the following, whether now owned or hereafter arising or acquired and wherever located : all Accounts ; all Inventory ; all Equipment ; all Other Equipment ; all Deposit Accounts; all General Intangibles (including without limitation all Payment Intangibles and Intellectual Property); all Investment Property; all Other Property; all leasehold interests, and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above. Notwithstanding the foregoing, Lender agrees to subordinate its security interest in any specific item of Equipment (including, without limitation, machinery and vehicles) to the security interest of any bona fide third - party equipment lender or any lender advancing funds specifically against such Equipment (each, an "Equipment Lender"), provided that : (i) such Equipment Lender's security interest is limited solely to the specific item or items of Equipment financed or against which such advance is made ; (ii) such subordination is evidenced by a written intercreditor or subordination agreement executed by Lender, Borrower, and the applicable Equipment Lender, in form and substance reasonably acceptable to Lender ; and (iii) no Event of Default has occurred and is continuing at the time such subordination is requested . For the avoidance of doubt, Lender's security interest in all other Collateral, including all proceeds of Equipment, shall remain in full force and effect and shall not be affected by any such subordination . 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. In order to induce Lender to enter into this Agreement and to make Loans, Borrower represents and warrants to Lender as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full : 3.1 Corporate Existence and Authority. Borrower is and will continue to be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization . Borrower is and will continue to be qualified and licensed to do business in all jurisdictions in which any failure to do so would result in a Material Adverse Change . The execution, delivery and performance by Borrower of this Agreement, and all other documents contemplated hereby (i) have been duly and validly authorized, (ii) are enforceable against Borrower in accordance with their terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally), and (iii) do not violate Borrower’s articles or certificate of incorporation, or Borrower’s by - laws, Borrower’s partnership agreement or operating agreement (as the case may be), or any law or any material agreement or instrument which is binding upon Borrower or its property, and (iv) do not constitute grounds for acceleration of any indebtedness or obligation under any agreement or instrument which is binding upon Borrower or its property . Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 3 2. Name ; Trade Names and Styles . The name of Borrower set forth on the execution page(s) of this Agreement is its correct name . Listed in the Borrower Disclosures are all prior names of Borrower and all of Borrower’s present and prior trade names . Borrower shall give Lender 30 days' prior written notice before changing its name or doing business under any other name . Borrower has complied, and will in the future comply, in all material respects, with all laws relating to the conduct of business under a fictitious business name . 3. Place of Business ; Location of Collateral . The address set forth on the execution page(s) is Borrower's chief executive office. In addition, Borrower has places of business and Collateral is located only at the locations set forth in the Borrower Disclosures, attached hereto . Borrower will give Lender at least 30 days prior written notice before opening any additional place of business, changing its chief executive office, or moving any of the Collateral to a location other than Borrower’s Address or one of the locations set forth in the Borrower Disclosures, attached hereto, without Lender’s prior written consent . 3 . 4 Title to Collateral ; Perfection ; Permitted Liens . (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral . The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Lender now has, and will continue to have, a first - priority perfected and enforceable security interest in all of the Collateral, subject only to Permitted Liens, and Borrower will at all times defend Lender and the Collateral against all claims of others . (b) Borrower has set forth in the Borrower Disclosures all of Borrower’s Deposit Accounts, and Borrower will give Lender five Business Days advance written notice before establishing any new Deposit Accounts and, upon Lender’s request therefor, will cause the institution where any such new Deposit Account is maintained to execute and deliver to Lender a control agreement in form sufficient to perfect Lender’s security interest in the Deposit Account and otherwise satisfactory to Lender in its good faith business judgment . (c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery is reasonably expected to exceed $ 25 , 000 , Borrower shall promptly notify Lender thereof in writing and provide Lender with such information regarding the same as Lender shall request . Such notification to Lender shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Lender, and Borrower shall execute and deliver all such documents and take all such actions as Lender shall request in connection therewith . (d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture . Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower's right to remove any Collateral from the leased premises . Whenever any Collateral is located upon real property in which any third party has an interest, Borrower shall, whenever requested by Lender, cause such third party to execute and deliver to Lender, in form acceptable to Lender, such waivers and subordinations as Lender shall specify . Borrower will keep in full force and effect, and will comply with all terms of, any lease of real property where any of the Collateral now or in the future may be located . 3 . 5 Maintenance of Collateral . Borrower will maintain the Collateral in good working condition (ordinary wear and tear excepted), and Borrower will not use the Collateral for any unlawful purpose. Borrower will immediately advise Lender in writing of any material loss or damage to the Collateral. 3 . 6 Books and Records . Borrower has maintained and will maintain at Borrower's Address materially complete and accurate books Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
complied, and will comply, in all respects, with all made and all unpaid balances appearing in all Page 4 and records, comprising an accounting system in accordance with GAAP. 3.7 Financial Condition, Statements and Reports . All financial statements now or in the future delivered to Lender have been, and will be, prepared in conformity with GAAP and now and in the future will fairly present the results of operations and financial condition of Borrower, in accordance with GAAP, at the times and for the pe - riods therein stated . Between the last date covered by any such statement provided to Lender and the date hereof, there has been no Material Adverse Change . 3.8 Tax Returns and Payments; Pension Contributions. Subject to any extensions permitted by law, Borrower has timely filed, and will timely file, all required tax returns and reports, and Borrower has timely paid, and will timely pay, all foreign, federal, state and local taxes, as - sessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes, provided that Borrower (i) in good faith contests Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings, and (iii) posts bonds or takes any other steps required to keep the applicable taxing authority from recording or filing a Notice of Tax Lien or enforcing such lien on any Collateral . Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower . Borrower has paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not and will not withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in a material liability to Borrower . 3.9 Compliance with Law. Borrower has provisions of all foreign, federal, state and local laws and regulations applicable to Borrower, including, but not limited to, those relating to Borrower's ownership of real or personal property, the conduct and licensing of Borrower's business, and all environmental matters . 3 . 10 Litigation . Other than as set forth in the Borrower Disclosures, there is no claim, suit, litigation, proceeding or investigation pending or threatened against Borrower in any court or before any governmental agency (or any basis therefor known to Borrower). Borrower will promptly inform Lender in writing of any claim, proceeding, litigation or investigation in the future threatened or instituted against Borrower . 3 . 11 Use of Proceeds . All proceeds of all Loans shall be used solely for Borrower’s working capital, to pay Lender for fees and other charges incurred under this Agreement, and, if consented to in writing by lender, to discharge certain Indebtedness . Borrower is not purchasing or carrying any “margin stock” (as defined in Regulation G of the Board of Governors of the Federal Reserve System) and no part of the proceeds of any Loan will be used to purchase or carry any “margin stock” or to extend credit to others for the purpose of purchasing or carrying any “margin stock . ” 1. Representations Relating to Accounts . Borrower represents and warrants to Lender as follows : Each Account with respect to which Loans are requested by Borrower shall, on the date each Loan is requested and made, (i) represent an undisputed bona fide existing unconditional obligation of the Account Debtor created by the sale, delivery, and acceptance of goods or the rendition of services, or the non - exclusive licensing of Intellectual Property, in the Ordinary Course of Business, and (ii) meet the Minimum Eligibility Requirements set forth in Section 8 below . 2. Representations Relating to Documents and Legal Compliance. Borrower represents and warrants to Lender as follows: All statements Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 5 invoices, instruments and other documents evidencing the Accounts are and shall be true and correct in all material respects and all such invoices, instruments and other documents and all of Borrower's books and records are and shall be genuine and in all material respects what they purport to be . All sales and other transactions underlying or giving rise to each Account shall comply in all material respects with all applicable laws and governmental rules and regulations . To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms . 4.3 Schedules and Documents relating to Accounts. Borrower shall deliver to Lender transaction reports and schedules of collections, as provided in the Schedule, on Lender's standard forms ; provided, however, that Borrower's failure to execute and deliver the same shall not affect or limit Lender's security interest and other rights in all of Borrower's Accounts, nor shall Lender's failure to advance or lend against a specific Account affect or limit Lender's security interest and other rights therein . If requested by Lender, Borrower shall furnish Lender with copies (or, at Lender's request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts, and Borrower warrants the genuineness of all of the foregoing . Borrower shall also furnish to Lender an aged accounts receivable trial balance as provided in the Schedule. In addition, Borrower shall deliver to Lender, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary indorsements, and copies of all credit memos . 4 . 4 Collection of Accounts . Borrower agrees that any and all Accounts must be collected through the Collection Account . From and after the Effective Date, all proceeds of Collateral shall be deposited by Borrower into the Collection Account, and Borrower shall notify all Account Debtors to make all payments to the Collection Account . Any and all payments on, and proceeds of, Accounts received by Borrower shall be held by Borrower in trust for Lender and immediately deposited in the Collection Account. Without limiting the generality of the foregoing, Borrower’s invoices shall have imprinted or stamped on the face thereof check remittance information indicating the Collection Account . Lender may also notify all Account Debtors to make all payments to such Collection Account . 4.5. Remittance of Proceeds. All proceeds arising from the disposition of any Collateral either shall be delivered, in kind, by Borrower to Lender in the original form in which received by Borrower or deposited or paid into the Collection Account, in each case not later than the following Business Day after receipt by Borrower, to be applied to the Obligations in such order as Lender shall determine. Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower's other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Lender. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement. 4.6 Disputes. Borrower shall notify Lender promptly of all material disputes or claims relating to Accounts. Borrower shall not forgive (completely or partially), compromise or settle any Account for less than payment in full, or agree to do any of the foregoing, without the prior written consent of Lender except where (i) Borrower does so in good faith, in a commercially reasonable manner, in the Ordinary Course of Business, and in arm's length transactions, which are regularly reported to Lender; (ii) no Event of Default has occurred and is continuing; and (iii) taking into account all such discounts, settlements, and forgiveness, the total outstanding Loans will not exceed the Credit Limit. Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 6 7. Returns . Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly determine the reason for such return and promptly issue a credit memorandum to the Account Debtor in the appropriate amount . In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in trust for Lender, and immediately notify Lender of the return of the Inventory . 8. Verification . Lender may, from time to time, verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, by means of electronic mail, telephone or otherwise, either in the name of Borrower or Lender or such other name as Lender may choose, and Lender or its designee may, at any time, notify Account Debtors that it has a security interest in the Accounts . 9. No Liability . Lender shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Lender be deemed to be responsible for any of Borrower's obligations under any contract or agreement giving rise to an Account . 5. ADDITIONAL DUTIES OF BORROWER. 1. Financial and Other Covenants . Borrower shall at all times comply with the financial and other covenants set forth in the Schedule . 2. Insurance . Borrower shall, at all times insure all of the tangible personal property Collateral and carry such other business insurance, with insurers reasonably acceptable to Lender, in such form and amounts as Lender may require in its good faith business judgment, and Borrower shall provide evidence of such insurance to Lender . All such insurance policies shall name Borrower and Lender as the exclusive loss payees, and shall contain a lenders loss payee endorsement in form reasonably acceptable to Lender . Lender shall also be named as additional insured on any liability policies . Upon receipt of the proceeds of any such insurance, Lender shall apply such proceeds in reduction of the Obligations as Lender shall determine in its good faith business judgment . If Borrower fails to provide or pay for any insurance, Lender may, but is not obligated to, obtain the same at Borrower's expense . Borrower shall promptly deliver to Lender copies of all material reports made to insurance companies . 5.3 Reports. Borrower, at its expense, shall provide Lender with the written reports set forth in the Schedule, and such other written reports with respect to Borrower as Lender shall from time to time specify in its good faith business judgment . 5 . 4 Access to Collateral, Books and Records . At reasonable times, and on one Business Day’s notice, Lender, or its agents, shall have the right to inspect the Collateral, and the right to audit and copy Borrower's books and records. Such inspections or audits shall be conducted no more often than two ( 2 ) times during each calendar year, but nothing herein restricts Lender’s right to conduct such audits more frequently if (i) Lender believes that it is advisable to do so in Lender’s good faith business judgment, or (ii) Lender believes in good faith that a Default or Event of Default has occurred . The foregoing inspections and audits shall be at Borrower’s expense and the charge therefor shall be $ 1 , 250 per person per day (or such higher amount as shall represent Lender’s then current standard charge for the same), plus reasonable out - of - pocket expenses . Lender will also be entitled to hire third - party appraisal firms to value the Borrower’s Inventory with all costs of such appraisals at Borrower’s expense . 5 . 5 Negative Covenants . Except as may be permitted in the Schedule, Borrower shall not, without Lender's prior written consent (which shall be a matter of its good faith business judgment), do any of the following : (i) change its name, merge or consolidate with another corporation or entity, or form any Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 7 subsidiary or acquire any additional equity shares in any Affiliate or other entity; (ii) acquire any assets, except in the Ordinary Course of Business; (iii) enter into any other transaction outside the Ordinary Course of Business; (iv) sell or transfer any Collateral, except for the sale of finished Inventory in the Ordinary Course of Business ; (v) store any Inventory or other Collateral with any warehouseman or other third party, unless such party has been disclosed in writing to Lender and has signed and delivered to Lender an access and subordination agreement on terms acceptable to Lender in its good faith business judgment ; (vi) sell any Inventory on a sale - or - return, guaranteed sale, consignment, or other contingent basis ; (vii) make any loans of any money or other assets, make any cash or capital contributions or make any other Investments, other than Permitted Investments ; (viii) satisfy by payment any loans or other monetary obligations to any Affiliate, without the prior written consent of Lender ; (ix) satisfy by payment any loans or other monetary obligations with respect to Indebtedness subject to a Subordination Agreement, in violation of the terms of such Subordination Agreement ; (x) Directly or indirectly, create, incur, assume, or permit to be outstanding any Indebtedness other than (a) the Obligations, (b) trade payables and other contractual obligations to suppliers and customers incurred in the Ordinary Course of Business, (c) subordinated debt permitted by the Lender, provided that such subordinated debt is subject to an intercreditor agreement in form and substance acceptable to the Lender in its sole discretion, and (d) Indebtedness existing as of the Effective Date and set forth in the Borrower Disclosures, including any publicly issued debt securities of Borrower, and any refinancings, replacements or extensions thereof on terms no less favorable to Lender, provided that Borrower shall provide Lender with at least ten ( 10 ) Business Days' prior written notice of any such refinancing, replacement or extension ; (xi) guarantee or otherwise become liable with respect to the obligations of another party or entity ; (xii) pay or declare any extraordinary dividends on, or extraordinary distributions with respect to Borrower's stock or other equity interests, or make any other extraordinary distributions, directly or indirectly, with respect to any equity interest in Borrower ; provided, however, that Borrower may pay or declare ordinary - course cash dividends declared by its board of directors consistent with past practice so long as no Event of Default has occurred and is continuing or would result therefrom, and Borrower provides Lender with at least five ( 5 ) Business Days' prior written notice of any such dividend or distribution ; (xiii)redeem, retire, purchase or otherwise acquire, directly or indirectly, any of Borrower's stock or other equity securities ; provided, however, that Borrower may repurchase its publicly traded shares pursuant to a board - authorized share repurchase program publicly announced in accordance with applicable securities laws, so long as (A) no Event of Default has occurred and is continuing or would result therefrom, (B) the aggregate amount of all such repurchases does not exceed $ 500 , 000 in any twelve ( 12 ) month period, and (C) Borrower provides Lender with at least five ( 5 ) Business Days' prior written notice of any such repurchase program ; (xiv) sell or further encumber, assign, lien or otherwise create any security interest in any personal or real property owned by Borrower other than Permitted Liens ; (xv) engage, directly or indirectly, in any business other than the businesses currently engaged in by Borrower ; or (xvi) dissolve or elect to dissolve . Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 8 Transactions permitted by the foregoing provisions of this Section are only permitted if no Default or Event of Default has occurred and is continuing, or would occur as a result of such transaction . 5 . 6 Litigation Cooperation . Should any third - party suit or proceeding be instituted by or against Lender with respect to any Collateral or relating to Borrower, Borrower shall, without expense to Lender, make available Borrower and its officers, employees and agents and Borrower's books and records, to the extent that Lender may deem them reasonably necessary in order to prosecute or defend any such suit or proceeding . Notification of Changes . Borrower will promptly notify Lender in writing of (i) any change in its officers or directors, and (ii) any Material Adverse Change . 5 . 8 Further Assurances . Borrower agrees, at its expense, on request by Lender, to execute all documents and take all actions, as Lender, may, in its good faith business judgment, deem necessary or useful in order to perfect and maintain Lender's perfected first - priority security interest in the Collateral (subject only to Permitted Liens), and in order to fully consummate the transactions contemplated by this Agreement . 6. TERM. 6.1 Maturity Date. This Agreement shall continue in effect until the maturity date set forth on the Schedule, unless automatically renewed and extended hereunder (as from time to time extended and renewed, the “Maturity Date”). This Agreement shall be automatically extended and renewed for successive one - year terms, following the initial term, unless notice of non - renewal is received by Lender not less than ninety ( 90 ) days prior to the Maturity Date, as further described in Section 4 of the Schedule . 6 . 2 Early Termination . (a) Early Termination by Lender . The foregoing notwithstanding, this Agreement may be termi - nated prior to the Maturity Date by Lender at any time upon ninety ( 90 ) days prior written notice, or, without notice by Lender, effective immediately, if an Event of Default has occurred or is continuing . (b) Early Termination Compensation . If the Agreement is terminated by Lender as a result of an Event of Default or is terminated by Borrower prior to the end of the Maturity Date, in addition to all other Obligations, Borrower shall pay to Lender an early termination fee (the “Early Termination Compensation”) equal to 2 . 00 % of the Maximum Revolver Amount ; provided, however, that if the effective date of termination is after the first anniversary of the Effective Date and, in connection with such termination, the Obligations are refinanced by Borrower though an FDIC - insured financial institution, Lender shall waive the Early Termination Compensation . Lender’s right to termination compensation under this section shall be without prejudice to any of Lender’s other rights and remedies under this Agreement . The Early Termination Compensation shall be due and payable on the effective date of termination and thereafter shall bear interest at a rate equal to the highest rate applicable to any of the Obligations . Borrower and Lender each agree and acknowledge that Lender will have suffered damages on account of the early termination of this Agreement and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination reasonable Compensation constitutes compensation and liquidated damages to compensate Lender on account thereof. 6 . 3 Payment of Obligations . On the Maturity Date or on any earlier effective date of termination, Borrower shall pay and perform in full all Obligations, including, if applicable, payment of the Early Termination Compensation, whether evidenced by installment notes or otherwise, and whether or not all or any part of such Obligations Notwithstanding are otherwise then due and payable. any termination of this Agreement, all of Lender's security interests in all of the Collateral and all of the terms and provisions of this Agreement shall continue in full force and effect until all Obligations have been paid and performed in full ; provided that Lender may, in its sole discretion, refuse to make any further Loans Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 9 after termination . No termination shall in any way affect or impair any right or remedy of Lender, nor shall any such termination relieve Borrower of any Obligation to Lender, until all of the Obligations have been paid and performed in full. Upon payment and performance in full of all the Obligations, termination of this Agreement, and execution and delivery by Borrower to Lender of a general release on Lender’s standard form, attached hereto as Exhibit A , Lender shall promptly terminate its financing statements with respect to the Borrower and deliver to Borrower such other documents as may be required to fully terminate Lender's security interests. Notwithstanding any such termination, the indemnity provisions of this Agreement shall continue in full force and effect. 7. EVENTS OF DEFAULT AND REMEDIES. 7 . 1 Events of Default . The occurrence of any of the following events shall constitute an “Event of Default” under this Agreement, and Borrower shall give Lender immediate written notice thereof : (a) Any warranty, representation, statement, report or certificate made or delivered to Lender by Borrower or any of Borrower's officers, employees or agents, now or in the future, shall be untrue or misleading in a material respect when made or deemed to be made ; or (b) Borrower shall fail to pay when due any Loan or any interest thereon or any other monetary Obligation, and such failure continues for three ( 3 ) Business Days after the date such payment is due ; or (c) Borrower shall fail to pay any Indebtedness when due and such failure shall continue after the expiration of any applicable grace or cure period provided in the instrument or agreement evidencing or governing such Indebtedness (unless such failure is subject to a payment prohibition contained in any Subordination Agreement with respect to subordinated debt) ; or (d) the total Loans and other Obligations outstanding at any time shall exceed the Credit Limit ; or (e) Borrower shall fail to comply in any material respect with any of the financial covenants set forth in the Schedule, or shall fail to perform any other non - monetary Obligation which by its nature cannot be cured, or shall fail to permit Lender to conduct an inspection or audit or appraisal as specified in Section 5 . 4 hereof ; or (f) Borrower shall fail to perform any other non - monetary Obligation, which failure is not cured within ten ( 10 ) Business Days after the date such performance is due ; or (g) any levy, assessment, attachment, repossession, seizure, lien or encumbrance (other than a Permitted Lien) is made on all or any substantial part of the Collateral ; or (h) any default or event of default occurs under any obligation secured by a Permitted Lien, which is not cured within any applicable cure period or waived in writing by the holder of the Permitted Lien ; or (i) Borrower materially breaches any material contract or obligation, which has resulted or in Lender’s good faith business judgment may reasonably be expected to result in a Material Adverse Change ; or (j) Dissolution, termination of existence, temporary or permanent suspension of business, insolvency or business failure of Borrower or any Guarantor ; or appointment of a receiver, trustee or custodian, for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding by Borrower or bankruptcy, insolvency, any Guarantor under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, now or in the future in effect; or (k) the commencement of any proceeding against Borrower or any Guarantor under any reorganization, bankruptcy, insolvency, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, now or in the future in effect, unless dismissed within thirty ( 30 ) Business Days ; or Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 10 (l) revocation or termination of, or limitation or denial of liability upon, any guaranty of Obligations or any attempt to do any of foregoing, or death of any Guarantor; or (m) revocation or termination of, or limitation (as a result of an insolvency proceeding or otherwise) or denial of liability upon, any pledge of any certificate of deposit, securities or other property or asset of any kind pledged by any third party to secure any or all of the Obligations, or any attempt to do any of the foregoing, or commencement of proceedings by or against any such third party under any bankruptcy or insolvency law ; or (n) Borrower makes any payment on account of any Subordinated Debt other than as permitted in the applicable Subordination Agreement, or if any Person who has subordinated such indebtedness or obligations terminates or in any way limits his subordination agreement ; or (o) there shall be a Change of Control of Borrower without the prior written consent of Lender . For purposes of this Agreement, "Change of Control" means any transaction or series of related transactions (other than open - market purchases or sales of Borrower's publicly traded shares in the ordinary course of trading on a recognized securities exchange or over - the - counter market) pursuant to which any Person or group of Persons (within the meaning of Section 13 (d) of the Securities Exchange Act of 1934 , as amended) acquires beneficial ownership of more than twenty five percent ( 25 % ) of the outstanding voting stock or other equity interests of Borrower ; or (p) there shall be a change in the President, Chief Executive Officer, or Chief Financial Officer of Borrower, and such person is not replaced with another person reasonably acceptable to Lender within thirty ( 30 ) days thereafter ; provided that Borrower shall notify Lender promptly (and in any event within five ( 5 ) Business Days) upon the departure of any such person, and shall keep Lender reasonably informed of the status of any search for a replacement ; or (q) Borrower shall generally not pay its debts as they become due, or Borrower shall conceal, remove or transfer any part of its property, with the intent to hinder, delay or defraud its creditors, or the make or suffer any transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law ; or (r) An Event of Default shall have occurred under any other Loan Document ; or (s) a Material Adverse Change shall occur . Lender may cease making any Loans hereunder during any of the above cure periods, and thereafter if an Event of Default has occurred and is continuing . 7 . 2 Remedies . Upon the occurrence and during the continuance of any Event of Default, Lender, at its option, and without notice or demand of any kind (all of which are hereby expressly waived by Borrower), may do any one or more of the following : (a) Cease making Loans or otherwise extending credit to Borrower under this Agreement or any other Loan Document ; (b) Accelerate and declare all or any part of the Obligations to be immediately due, payable, and performable, notwithstanding any deferred or installment payments allowed by any instrument or agreement evidencing or relating to any Obligation ; (c) Take possession of any or all of the Collateral wherever it may be found, and for that purpose Borrower hereby authorizes Lender without judicial process to enter onto any of Borrower's premises without interference to search for, take possession of, keep, store, or remove any of the Collateral, and remain on the premises or cause a custodian to remain on the premises in exclusive control thereof, without charge for so long as Lender deems it necessary, in its good faith business judgment, in order to complete the enforcement of its rights under this Agreement or any other agreement ; provided, however, that should Lender seek to take posses - sion of any of the Collateral by court process, Borrower hereby irrevocably waives : (i) any bond and any surety or security relating thereto required by any statute, court rule or otherwise as an incident to such possession ; (ii) any demand for possession prior to the commencement of any suit or action to recover possession thereof ; and (iii) any requirement that Lender retain possession of, Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 11 and not dispose of, any such Collateral until after trial or final judgment ; (d) Require Borrower to assemble any or all of the Collateral and make it available to Lender at places designated by Lender which are reasonably convenient to Lender and Borrower, and to remove the Collateral to such locations as Lender may deem advisable ; (e) Complete the processing, manufacturing or repair of any Collateral prior to a disposition thereof and, for such purpose and for the purpose of removal, Lender shall have the right to use Borrower's premises, vehicles, hoists, lifts, cranes, and other Equipment and all other property without charge ; (f) Sell, lease or otherwise dispose of any of the Collateral, in its condition at the time Lender obtains possession of it or after further manufacturing, processing or repair, at one or more public and/or private sales, in lots or in bulk, for cash, exchange or other property, or on credit, and to adjourn any such sale from time to time without notice other than oral announcement at the time scheduled for sale . Lender shall have the right to conduct such disposition on Borrower's premises without charge, for such time or times as Lender deems reasonable, or on Lender's premises, or elsewhere and the Collateral need not be located at the place of disposition . Lender may directly or through any affiliated company purchase or lease any Collateral at any such public disposition, and if permissible under applicable law, at any private disposition. Any sale or other disposition of Collateral shall not relieve Borrower of any liability Borrower may have if any Collateral is defective as to title or physical condition or otherwise at the time of sale ; (g) Demand payment of, and collect any Accounts and General Intangibles comprising Collateral and, in connec - tion therewith, Borrower irrevocably authorizes Lender to endorse or sign Borrower's name on all collections, receipts, instruments and other documents, to take possession of and open mail addressed to Borrower and remove therefrom payments made with respect to any item of the Collateral or proceeds thereof, and, in Lender's good faith business judgment, to grant extensions of time to pay, compromise claims and settle Accounts and the like for less than face value ; and (h) Demand and receive possession of any of Borrower's federal and state income tax returns and the books and records utilized in the preparation thereof or referring thereto. All reasonable attorneys' fees, expenses, costs, liabilities and obligations incurred by Lender with respect to the foregoing shall be added to and become part of the Obligations, shall be due on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations. Without limiting any of Lender's rights and remedies, from and after the occurrence and during the continuance of any Event of Default, the Obligations shall accrue interest at the Default Rate (hereinafter defined) . 7.3 Standards for Determining Commercial Reasonableness. Borrower and Lender agree that a sale or other disposition (collectively, “sale”) of any Collateral which complies with the following standards will conclusively be deemed to be commercially reasonable : (i) Notice of the sale is given to Borrower at least ten days prior to the sale, and, in the case of a public sale, notice of the sale is published at least five days before the sale in a newspaper of general circulation in the county where the sale is to be conducted ; (ii) Notice of the sale describes the collateral in general, non - specific terms ; (iii) The sale is conducted at a place designated by Lender, with or without the Collateral being present ; (iv) The sale commences at any time between 8 : 00 a . m . and 6 : 00 p . m . , Central Time ; (v) Payment of the purchase price in cash or by cashier’s check or wire transfer, or by deferred payment obligation acceptable to Lender in its discretion, is required ; (vi) With respect to any sale of any of the Collateral, Lender may (but is not obligated to) direct any prospective purchaser to ascertain directly from Borrower any and all information concerning the same . Lender shall be free to employ other methods of noticing and selling the Collateral, in its discretion, if they are commercially reasonable . 7 . 4 Power of Attorney . For so long as any Obligations are outstanding, and without limiting Lender’s other rights and remedies, Borrower grants to Lender an irrevocable power of attorney Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 12 coupled with an interest, authorizing and permitting Lender (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower's expense, to do any or all of the following, in Borrower's name or otherwise, but Lender agrees that if it exercises any right hereunder, it will do so in good faith and in a commercially reasonable manner : (a) Execute on behalf of Borrower any documents that Lender may, in its good faith business judgment, deem advisable in order to perfect and maintain Lender's security interest in the Collateral, or in order to exercise a right of Borrower or Lender, or in order to fully consummate all the transactions contemplated under this Agreement, and all other Loan Documents ; (b) Execute on behalf of Borrower, any invoices relating to any Account, any draft against any Account Debtor and any notice to any Account Debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of mechanic's, materialman's or other lien, or assignment or satisfaction of mechanic's, materialman's or other lien; (c) Take control in any manner of any cash or non - cash items of payment or proceeds of Collateral ; endorse the name of Borrower upon any instruments, or documents, evidence of payment or Collateral that may come into Lender's possession ; (d) Endorse all checks and other forms of remittances received by Lender ; (e) Pay, contest or settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same ; (f) During the occurrence and continuance of an Event of Default, grant extensions of time to pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith ; (g) During the occurrence and continuance of an Event of Default, pay any sums required on account of Borrower's taxes or to secure the release of any liens therefor, or both ; (h) During the occurrence and continuance of an Event of Default, settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor ; (i) During the occurrence and continuance of an Event of Default, instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to give Lender the same rights of access and other rights with respect thereto as Lender has under this Agreement; (j) Pay from Reserves any Indebtedness owed to vendors and/or other Borrower obliges ; and (k) Take any other action or pay any other sum required of Borrower pursuant to this Agreement and any other Loan Documents . Any and all reasonable sums paid and any and all reasonable costs, expenses, liabilities, obligations and attorneys' fees incurred by Lender with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations . In no event shall Lender's rights under the foregoing power of attorney or any of Lender's other rights under this Agreement be deemed to indicate that Lender is in control of the business, management or properties of Borrower . 7.5 Application of Proceeds. All proceeds realized as the result of any sale of the Collateral shall be applied by Lender to the Obligations, in such order as Lender shall determine in its sole discretion . Any surplus shall be paid to Borrower or other persons legally entitled thereto ; Borrower shall remain liable to Lender for any deficiency . If, Lender, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Lender shall have the option, exercisable at any time, in its good faith business judgment, of either reducing the Obligations by the principal amount of purchase price or deferring the reduction of the Obligations until the actual receipt by Lender of the cash therefor . 7 . 6 Remedies Cumulative . In addition to the rights and remedies set forth in this Agreement, Lender shall have all the other rights and remedies accorded a secured party under the Texas Uniform Commercial Code and under all other applicable laws, and under any other instrument or agreement now or in the future entered into between Lender Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 13 and Borrower, and all of such rights and remedies are cumulative and none is exclusive . Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be deemed an election, nor bar Lender from subsequent exercise or partial exercise of any other rights or remedies. The failure or delay of Lender to exercise any rights or remedies shall not operate as a waiver thereof, but all rights and remedies shall continue in full force and effect until all of the Obligations have been fully paid and performed . 8. DEFINITIONS. As used in this Agreement, the following terms have the following meanings: “ Account Debtor ” means the obligor Account. “ Accounts ” means all present and on an future “accounts” as defined in the Texas Uniform Commercial Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all accounts receivable and other sums owing to Borrower . “ Affiliate ” means, with respect to any Person, a director or officer of such Person, or any parent or or any Person under common subsidiary of such Person, controlling, controlled by or control with such Person. “ Borrowing Base Certificate ” means each Borrowing Base Certificate in a form acceptable to Lender, to be delivered by the Borrower, and that is certified to be correct as to all matters therein stated, as amended, supplemented or otherwise modified from time to time . “ Borrower Disclosures ” shall mean the Borrower Disclosure Schedule, attached to this Agreement, containing information, which Borrower hereby represents and warrants is true, correct and complete in all material respects . “ Business Day ” means a day on which Lender is open for business . “ Capital Expenditures ” means all expenditures made and liabilities incurred for the acquisition of any fixed asset or improvement, replacement, substitution or addition thereto which has a useful life of more than one year and including, without limitation, those arising in connection with any lease of property by Borrower that, in accordance with GAAP, should be capitalized for financial reporting purposes and reflected as a liability on the balance sheet of Borrower . “ Code ” means the Uniform Commercial Code as adopted and in effect in the State of Texas from time to time . “ Collateral ” has the meaning set forth in Section 2 above . “ Collection Account ” means, at Lender’s option, (i) the deposit account and lockbox established and maintained and within the exclusive control of Lender or Borrower’s deposit account(s) so long as such account(s) is controlled exclusively by Lender and subject to a blocked, “non - springing” Deposit Account Control Agreement, as applicable, under which all funds on deposit or deposited into such Borrower’s account are remitted periodically to Lender or as otherwise directed by Lender . At Lender’s option, Borrower shall, prior to the Effective Date, cause to be executed and delivered to Lender separate blocked “non - springing” Deposit Account Control Agreements with respect to its domestic Account collections and any foreign Account collections . “ continuing ” and “ during the continuance of ” when used with reference to a Default or Event of Default means that the Default or Event of Default has occurred and has not been either waived in writing by Lender or cured within any applicable cure period . “ Default ” means any event which with notice or passage of time or both, would constitute an Event of Default . “ Default Rate ” the lesser of the Maximum Legal Rate and 18 . 00 % per annum . “ Deposit Accounts ” means all present and future “deposit accounts” as defined in the Texas Uniform Commercial Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes, without limitation, the Collection Account, all general and special bank Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 14 accounts, demand accounts, checking accounts, savings accounts and certificates of deposit . “ Eligible Accounts ” means Accounts arising in the Ordinary Course of Business from the sale of goods or the rendition of services by Borrower, which Lender, in its sole and absolute discretion, shall deem eligible for borrowing. Without limiting the fact that the determination of which Accounts are eligible for borrowing is a matter of Lender’s sole discretion, the following (the “ Minimum Eligibility Requirements ”) are the minimum requirements for an Account to be an Eligible Account : (i) the Account must represent an undisputed bona fide existing unconditional obligation of the Account Debtor created by the sale, delivery, and acceptance of goods or the rendition of services, or the non - exclusive licensing of Intellectual Property, in the Ordinary Course of Business; (ii) the Account must not be outstanding for more than ninety ( 90 ) days from the invoice date (the “ Eligibility Period ”) ; (iii) the payment terms for the Account shall be equal to or less than ninety ( 90 ) days from the invoice date ; (iv) the Account must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, and may not be subject to a “bill and hold” arrangement in which Borrower bills the Account Debtor in advance of delivery ; (v) the Account must not be subject to any contingencies (including Accounts arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional) ; (vi) the Account must not be owing from an Account Debtor with whom Borrower has any dispute (whether or not relating to the particular Account) ; (vii) the Account must not be owing from an Affiliate of Borrower ; (viii) the Account must not be owing from an Account Debtor which is subject to any insolvency or bankruptcy proceeding, or whose financial condition is not acceptable to Lender, or which, fails or goes out of a material portion of its business ; (ix) the Account must not be owing from the United States or any department, agency or instrumentality thereof (unless there has been compliance, to Lender’s satisfaction, with the United States Assignment of Claims Act) ; (x) the Account must not be owing from an Account Debtor located outside the United States (unless pre - approved by Lender in its discretion in writing, or backed by a letter of credit or credit insurance policy satisfactory to Lender) ; (xi) the Account must not be owing from an Account Debtor to whom Borrower is or may be liable for goods purchased from such Account Debtor or otherwise ; (xii) the Account must not constitute a retention billing/invoice ; (xiii) the Account must not be assigned for collection or designated for such assignment, or an Account for which Lender in its good faith business judgment determines collection to be doubtful ; (xiv) the Account must not be for C . O . D . , cash in advance, or similar terms ; (xv) Accounts owing from one Account Debtor will not be deemed Eligible Accounts to the extent they exceed 25 % of the total Eligible Accounts outstanding ; (xvi) if more than 25 % of the Accounts owing from an Account Debtor are outstanding for a period longer than their Eligibility Period (without regard to unapplied credits) or are otherwise not eligible Accounts, then all Accounts owing from that Account Debtor will be deemed ineligible for borrowing ; (xvii) the Account must not include any unapplied Account Debtor deposits or pre - paid amounts ; Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 15 (xviii) the Account must not relate to a project for which Borrower has issued a payment and/or performance bond and/or executed an indemnification or security agreement with respect to any such bond; (xix) the Account must not be subject to any lien or security interest whatsoever, except for the Permitted Liens ; (xx) Lender has a perfected first priority lien in such Account to secure the Obligations ; and (xxi) such Account is payable solely to the Borrower, and the Borrower is not aware of any dispute with respect to such Account . All Accounts are subject to credit review, concentration testing and cross - age testing prior to any Loan Advance . Lender may, from time to time, in its sole and absolute discretion, revise the Minimum Eligibility Requirements, upon written notice to Borrower . “ Equipment ” means all present and future “equipment” as defined in the Texas Uniform Commercial Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing . “ Event of Default ” means any of the events set forth in Section 7 . 1 of this Agreement . “ GAAP ” means generally accepted accounting principles consistently applied . “ General Intangibles ” means all present and future “general intangibles” as defined in the Texas Uniform Commercial Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all Intellectual Property, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income tax and other federal or state tax refunds or similar rights, security and other deposits, options to purchase or sell real or personal property, rights under leases, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind . “ good faith business judgment ” means honesty in fact and the observance of reasonable commercial standards of fair dealing (as defined in Section 1 . 201 of the Code) in the exercise of Lender’s business judgment . “ Guarantor ” means any Person who has guaranteed, or in the future guarantees, any of the Obligations . “ including ” means including (but not limited to) . “ Indebtedness ” means all of Borrower's present and future obligations, liabilities, debts, claims and indebtedness, contingent, fixed or otherwise, however evidenced, created, incurred, acquired, owing or arising, whether under written or oral agreement, operation of law or otherwise to any Person, and includes, without limiting the foregoing (i) the Obligations, (ii) obligations and liabilities of any Person secured by a lien, claim, encumbrance or security interest upon property owned by Borrower, even though Borrower has not assumed or become liable therefor, (iii) obligations and liabilities created or arising under any lease (including capital leases) or conditional sales contract or other title retention agreement with respect to property used or acquired by Borrower, even though the rights and remedies of the lessor, seller or lender are limited to repossession, (iv) all unfunded pension fund obligations and liabilities and (v) deferred taxes . “ Intellectual Property ” means all present and future (a) copyrights, copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished, (b) trade secret rights, including all rights to unpatented inventions and know - how, and confidential information ; (c) mask work or similar rights available for the protection of semiconductor chips ; (d) patents, patent applications and like protections including without limitation Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
collateral monitoring fees, closing fees, facility Page 16 improvements, divisions, continuations, renewals, reissues, extensions and continuations - in - part of the same ; (e) trademarks, servicemarks, trade styles, and trade names, whether or not any of the foregoing are registered, and all applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by any such trademarks ; (f) computer software and computer software products ; (g) designs and design rights ; (h) technology ; (i) all claims for damages by way of past, present and future infringement of any of the rights included above ; and (j) all licenses or other rights to use any property or rights of a type described above . “ Inventory ” means all present and future “inventory” as defined in the Texas Uniform Commercial Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above . “ Investment ” means any beneficial ownership interest in any Person (including stock, securities, partnership interest, limited liability company interest, or other interests), and any loan, advance or capital contribution to any Person, including the creation or capital contribution to a wholly - owned or partially - owned subsidiary) . “ Investment Property ” means all present and future investment property, securities, stocks, bonds, debentures, debt securities, partnership interests, limited liability company interests, options, security entitlements, Securities Accounts, commodity contracts, commodity accounts, and all financial assets held in any Securities Account or otherwise, and all options and warrants to purchase any of the foregoing, wherever located, and all other securities of every kind, whether certificated or uncertificated . “ Liens ” means any mortgage, deed of trust, pledge, lien, security interest, charge, set - off right or other encumbrance, whether now existing or hereafter created, acquired or arising . “ Lienable AP ” means any Borrower obligation for which the subject obligee may have mechanic’s and materialmen’s lien, or other statutory liens, or claims or rights, against the subject project or project owner, as determined by Lender in its discretion . “ Loan Documents ” means, collectively, this Agreement, any Guaranty, any Subordination Agreement, the Borrower Disclosures, attached hereto, and all other present and future documents, instruments and agreements between Lender and Borrower (or Guarantor, if applicable), including, but not limited to those relating to this Agreement, and all amendments and modifications thereto and replacements therefor . “ Material Adverse Change ” means any of the following : (i) a material adverse change in the business, operations, or financial or other condition of the Borrower, or (ii) a material impairment of the prospect of repayment of any portion of the Obligations ; or (iii) a material impairment of the value or priority of Lender’s security interests in the Collateral . “ Obligations ” means all present and future Loans, advances, future advances, debts, liabilities, obligations, guaranties, covenants, duties and indebtedness at any time owing by Borrower to Lender, whether or not evidenced or arising under this Agreement or any other agreement with Lender, and whether or not evidenced by any note or other instrument or document, or otherwise, whether arising from an extension of credit, opening of a letter of credit, banker's acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect (including, without limitation, those acquired by assignment and any participation by Lender in Borrower's debts owing to others), absolute or contingent, due or to become due, including, without limitation, all interest, charges, expenses, fees, attorney's fees, expert witness fees, audit fees, letter of credit fees, Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
standard form, acknowledge that the security Page 17 fees, auction fees, liquidation fees, appraisal fees, termination fees, minimum interest charges and any other sums chargeable to Borrower under this Agreement or under any other Loan Documents . “ Ordinary Course of Business ” shall mean, in respect of any action or omission taken or not taken by any Person, the ordinary course of such Person’s business, as conducted by such Person in accordance with past practices . “ Other Equipment ” is leasehold improvements, intangible property such as computer software and software licenses, equipment specifically designed or manufactured for Borrower, other intangible property, limited use property and other similar property and soft costs approved by Bank, including taxes, shipping, warranty charges, freight discounts and installation expenses . “ Other Property ” means the following as defined in the Texas Uniform Commercial Code in effect on the date hereof with such additions to such term as may hereafter be made, and all rights relating thereto : all present and future “commercial tort claims” (including without limitation any commercial tort claims identified in the Borrower Disclosures, attached hereto), “documents”, “instruments”, “promissory notes”, “chattel paper”, “letters of credit”, “letter - of - credit rights”, “fixtures”, “farm products” and “money” ; and all other goods and personal property of every kind, tangible and intangible, whether or not governed by the Code . “ Payment ” means all checks, wire transfers and other items of payment received by Lender (including proceeds of Accounts and payment of the Obligations in full) for credit to Borrower’s outstanding Loans . “ Permitted Investments ” means : (i) Investments in Subsidiaries shown on the Borrower Disclosures and existing on the date hereof ; (ii) Cash and cash equivalents ; (iii) Investments consisting of Deposit Accounts or Securities Aaccounts in which Lender has a first - priority perfected security interest ; and (iv) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the Ordinary Course of Business ; “ Permitted Liens ” means the following : (i) Liens in favor of Lender ; (ii) purchase money security interests in specific items of Equipment consented to in writing by Lender ; (iii) Liens for taxes not yet payable or that are being contested in compliance with Section 3 . 8 ; (iv) judgment liens in respect of final judgments for the payment of money not exceeding $150,000 in the aggregate, provided that (i) such judgments are being contested in good faith by appropriate proceedings, (ii) execution thereof has been stayed, and (iii) such judgments do not constitute an Event of Default; (v) easements, zoning, restrictions, rights - of - way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary ; (vi) additional security interests and Liens which are subordinate to the security interest of Lender and are consented to in writing by Lender, which consent may be withheld in its good faith business judgment ; and (vii) security interests being terminated substantially concurrently with this Agreement . Lender will have the right to require, as a condition to its consent under subparagraph (vi) above, that the holder of the additional security interest or lien sign an intercreditor agreement on Lender’s then Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
future “securities accounts” as defined in the Texas shall be bound by any and all notices, demands, or Page 18 interest is subordinate to the security interest in favor of Lender, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement . “ Person ” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, corporation, limited liability association, company, government, or any agency or political division thereof, or any other entity. “ Reserves ” means, as of any date of determination, such amounts as Lender may from time to time establish and revise in its good faith business judgment, reducing the amount of Loans, and other financial accommodations which would otherwise be available to Borrower under the lending formula(s) provided in the Schedule : (a) to reflect events, conditions, contingencies or risks which, as determined by Lender in its good faith business judgment, do, or are reasonably likely to, substantially adversely affect (i) the Collateral or any other property which is security for the Obligations or its value (including without limitation any increase in delinquencies of Accounts), (ii) the assets, business or prospects of Borrower or any Guarantor, or (iii) the security interests and other rights of Lender in the Collateral (including the enforceability, perfection and priority thereof) ; or (b) to reflect Lender's good faith belief that any collateral report or financial information furnished by or on behalf of Borrower or any Guarantor to Lender is or may have been incomplete, inaccurate or misleading in any material respect ; or (c) in respect of any state of facts which Lender determines in good faith constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default . Lender shall be entitled to provide Reserves in amounts equal to Lienable AP related to Eligible Accounts . “Securities Account” means all present and Uniform Commercial Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes, without limitation, all accounts maintained with a financial institution, broker, or other intermediary in which securities, financial assets, or other investment property (as defined in the Texas Uniform Commercial Code) are credited or held, together with all rights, interests, and proceeds associated with such accounts . “ Subordinated Debt ” means any Indebtedness which has been subordinated to the Obligations in form acceptable to Lender in its good faith business judgment . “ Subordination Agreement ” means an agreement between Borrower, Lender and one or more creditors of the Borrower governing the terms of the subordination of the Subordinated Debt . “ Subsidiary ” means, with respect to any Person, a Person of which more than 50 % of the voting stock or other equity interests is owned or controlled, directly or indirectly, by such Person or one or more Affiliates of such Person . Other Terms . All accounting terms used in this Agreement, unless otherwise indicated, shall have the meanings given to such terms in accordance with GAAP, consistently applied . All other terms contained in this Agreement, unless otherwise indicated, shall have the meanings provided by the Code, to the extent such terms are defined therein . 9. Multiple Borrower Matters . 1. Borrowers’ Agent . Each Borrower hereby irrevocably agrees that it shall be bound by, and shall be deemed to have authorized, any and all requests for advances, disbursement instructions, reports, information, notices, communications, waivers, amendments, consents, or other actions taken or given by any other Borrower under or in connection with this Agreement or any other Loan Document, whether made in such other Borrower's own name, as agent for all Borrowers, or on behalf of one or more Borrowers, with the same force and effect as if such Borrower had itself taken or given such action . Each Borrower further agrees that it Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
extending the loans under the Loan Agreement. amendment or waiver of or consent to departure Page 19 communications delivered by Lender to any other Borrower, and that delivery of any such notice, demand, or communication to any one Borrower shall constitute effective delivery to each and every Borrower for all purposes under this Agreement and the other Loan Documents . Each Borrower hereby ratifies and confirms, and agrees to ratify and confirm, all actions taken by any other Borrower pursuant to this Section . Lender may rely, and shall be fully protected in relying, on any request for an advance, disbursement instruction, report, information, or any other notice or communication made or given by any Borrower, whether in its own name or on behalf of one or more other Borrowers, and Lender shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such request, instruction, report, information, or other notice or communication, nor shall the joint and several character of Borrowers’ obligations under this Agreement and the other Loan Documents be affected thereby . Notwithstanding the foregoing, nothing in this Section shall be construed to preclude any Borrower from taking actions expressly permitted to be taken by a “Borrower” under this Agreement or any other Loan Document, nor shall anything in this Section limit or impair the joint and several liability of each Borrower as set forth in Sections 9 . 2 through 9 . 6 of this Agreement . 9 . 2 Joint and Several Liability . All loan advances made to or for the benefit of Borrowers by Lender and all of the other Obligations of Borrowers, including all interest, fees, costs and expenses with respect thereto, shall constitute one joint and several direct and general obligation of all Borrowers. Notwithstanding anything to the contrary contained herein or in any other Loan Document, each Borrower shall be jointly and severally, with each other Borrower, directly and unconditionally liable to Lender for all Obligations, it being understood that the advances to each Borrower inure to the benefit of all Borrowers, and that Lenders are relying on the joint and several liability of Borrowers as co - makers in Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Obligation payable to Lender it will forthwith pay the same, without notice or demand, unless such payment is then prohibited by application of law (provided such Obligation shall not be extinguished by any such prohibition) . No payment or payments made by any Borrower or any other Person or received or collected by Lender from any Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of each Borrower under this Agreement or any other Loan Document, and each Borrower shall remain liable for all of the other Obligations until all of the Obligations are paid in full . 9 . 3 Obligations Absolute . Each Borrower agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law or regulation now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto, unless such payment is prohibited by applicable law (provided such Obligation shall not be extinguished by any such prohibition). All Obligations shall be conclusively presumed to have been created in reliance hereon . The Obligations and other liabilities under this Agreement and the other Loan Documents shall be absolute and unconditional irrespective of ; (i) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto ; (ii) any change in the time, manner or place of payments of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver thereof or any consent to departure therefrom, including any increase in the Obligations resulting from the extension of additional credit to any Borrower or otherwise ; (iii) any taking, exchange, release of or non - perfection in any Collateral, or any release or Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 20 from any guaranty for all or any of the Obligations ; (iv) any change, restructuring or termination of the corporate structure or existence of any Borrower ; or (v) any other circumstance which may otherwise constitute a defense available to, or a discharge of, any Borrower . This Agreement and the other Loan Documents shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or reorganization of any Borrower or Account Debtor or otherwise, all as though such payment had not been made . 9 . 4 . Contribution and Indemnification among Borrowers . Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement and the other Loan Documents . To the extent that any Borrower shall, under this Agreement or any other Loan Document as a joint and several obligor, repay any of the Obligations constituting advances made to another Borrower or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then, to the extent that such Borrower has not received the benefit of such repaid Obligations (whether through an inter - company loan or otherwise), the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrower, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s “Allocable Amount” (as defined below) and the denominator of which fraction is the sum of the Allocable Amounts of all of the Borrowers . As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the greater of (i) the amount of such repaid Obligations actually received by such Borrower (whether through an inter - company loan or otherwise), and (ii) the maximum amount of liability for Accommodations Payments which could be asserted against such Borrower hereunder without (A) rendering such Borrower “Insolvent” within the meaning of Title 11 of the United States Code (the “Bankruptcy Code), Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA), or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA), (B) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 4 of the UFCA, or (C) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA . All rights and claims of contribution, indemnification and reimbursement under this paragraph shall be subordinate in right of payment to the prior payment in full of the Obligations to Lender, and each Borrower agrees and covenants that any funds received in connection with any contribution, indemnification, or reimbursement claim against Borrower relating to this Agreement shall be held in trust for the benefit of Lender and remitted to Lender, in kind, within one business day following receipt of same . 9 . 5 Cross Default . This Agreement and each guaranty, pledge agreement and each other agreement, document and instrument executed and/or delivered in connection herewith shall constitute a Loan Document . Any default or event of default or any breach of any representation, warranty, covenant or agreement by any Borrower hereunder or under any such other agreement executed and/or delivered in connection herewith shall constitute a Default under this Agreement and the other Loan Documents . 9 . 6 Suretyship Waivers . Each Borrower agrees that the joint and several liability of Borrowers provided for in this Agreement shall not be impaired or affected by any modification, supplementation, extension or amendment of any contract or agreement to which one or more other Borrowers is a party (other than an agreement signed by Lender specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by Lender with respect to any of the Obligations, nor by any other agreements or arrangements whatever with one or more other Borrowers or with any other Person, each Borrower hereby waiving Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 21 all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance . The liability of each Borrower is direct and unconditional as to all of the Obligations and may be enforced without requiring Lender to first resort to any other right, remedy or security. Each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for in this Agreement or in another Loan Document) with respect to any of the Obligations, this Agreement or any other Loan Document and any requirement that Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any Collateral . 10. GENERAL PROVISIONS. 1. Computations . In computing interest on the Obligations, all Payments received after 2 : 00 Central Time on any day shall be deemed received on the next Business Day, and Payments received by Lender (including proceeds of Receivables and payment of the Obligations in full) shall be deemed applied by Lender on account of the Obligations three ( 3 ) Business Days after receipt by Lender of immediately available funds . Lender shall not be required to credit Borrower's account for the amount of any item of payment which is unsatisfactory to Lender in its good faith business judgment, and Lender may charge Borrower's loan account for the amount of any item of payment which is returned to Lender unpaid . 2. Application of Payments . All payments with respect to the Obligations may be applied, and in Lender's good faith business judgment reversed and re - applied, to the Obligations, in such order and manner as Lender shall determine in its good faith business judgment . 3. Increased Costs and Reduced Return . If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts compensate Lender, or its agents, as will for such increased costs or reductions in amount . All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error . 10 . 4 Charges to Accounts . Lender may, in its discretion, require that Borrower pay monetary Obligations in cash to Lender, or charge them to Borrower’s Loan account, in which event they will bear interest at the same rate applicable to the Loans . Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 22 10.5 Monthly Accountings. Lender may provide Borrower monthly with an account of advances, charges, expenses and payments made pursuant to this Agreement . Absent manifest error, such account shall be deemed correct, accurate and binding on Borrower and an account stated (except for reverses and reapplications of payments made and corrections of errors discovered by Lender), unless Borrower notifies Lender in writing to the contrary within thirty ( 30 ) days after such account is rendered, describing the nature of any alleged errors or omissions . 10 . 6 Notices . All notices required to be given to any party under any of the Loan Documents shall be deemed given upon the first to occur of (a) three ( 3 ) days after deposit thereof in a receptacle under the control of the United States Postal Service ; (b) transmittal by email to a receiver under the control of such party ; (c) one ( 1 ) Business Day after deposit with a reputable overnight courier with all charges prepaid ; or (d) actual receipt by such party or an employee or agent of such party. For the purposes hereof, notices under any of the Loan Documents shall be sent to the following addresses and designated persons or to such other addresses and designated persons as each such party may in writing hereafter indicate : BORROWER: Address: 1310 Rankin Road Houston, TX 77073 Attn: Kurt Keller, CFO Email: [email protected] LENDER: Address: 6444 Burnet Rd., Ste 100 Austin, Texas 78757 Attn: Jason Lippman, CEO Email: [email protected] 10 . 7 Severability . Should any provision of this Agreement be held by any court of competent jurisdiction to be void or unenforceable, such defect shall not affect the remainder of this Agreement, which shall continue in full force and effect . 10 . 8 Integration . This Agreement and such other written agreements, documents and instruments as may be executed in connection herewith are the final, entire and complete agreement between Borrower and Lender and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated in this Agreement. THERE ARE NO ORAL UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES WHICH ARE NOT SET FORTH IN THIS AGREEMENT OR IN OTHER WRITTEN AGREEMENTS SIGNED BY THE PARTIES IN CONNECTION HEREWITH . 10 . 9 Waivers ; Indemnity . The failure of Lender at any time or times to require Borrower to strictly comply with any of the provisions of this Agreement or any other Loan Document shall not waive or diminish any right of Lender later to demand and receive strict compliance therewith . Any waiver of any default shall not waive or affect any other default, whether prior or subsequent, and whether or not similar . None of the provisions of this Agreement or any other Loan Document shall be deemed to have been waived by any act or knowledge of Lender or its agents or employees, but only by a specific written waiver signed by an authorized officer of Lender and delivered to Borrower . Borrower waives the benefit of all statutes of limitations relating to any of the Obligations or this Agreement or any other Loan Document, and Borrower waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, notice of intent to accelerate, notice of acceleration, release, compromise, settlement, extension or renewal of any commercial paper, instrument, account, General Intangible, document or guaranty at any time held by Lender on which Borrower is or may in any way be liable, and notice of any action taken by Lender, unless expressly required by this Agreement . Borrower hereby agrees to indemnify Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
fees and costs incurred in the enforcement of, Page 23 INDIRECT, PUNITIVE, EXEMPLARY OR Lender and its affiliates, subsidiaries, parent, directors, officers, employees, agents, and attorneys, and to hold them harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, causes of action, penalties, costs and expenses (including reasonable attorneys' fees), of every kind, which they may sustain or incur based upon or arising out of any of the Obligations, or any relationship or agreement between Lender and Borrower, or any other matter, relating to Borrower or the Obligations ; provided that this indemnity shall not extend to damages proximately caused by the indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable judgment. Notwithstanding any provision in this Agreement to the contrary, the indemnity agreement set forth in this Section shall survive any termination of this Agreement and shall for all purposes continue in full force and effect . 10.10 Liability. NEITHER LENDER NOR ITS PARENT, NOR ANY OF ITS SUBSIDIARIES, DIRECTORS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS SHALL BE LIABLE FOR ANY CLAIMS, DE - MANDS, LOSSES OR DAMAGES, OF ANY KIND WHATSOEVER, MADE, CLAIMED, INCURRED OR SUFFERED BY BORROWER OR ANY OTHER PARTY THROUGH THE ORDINARY NEGLIGENCE OF LENDER, OR ITS PARENT OR ANY OF ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS, BUT NOTHING HEREIN SHALL RELIEVE LENDER FROM LIABILITY FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NONAPPEALABLE JUDGMENT. NEITHER LENDER NOR ITS PARENT, NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ATTORNEYS SHALL BE RESPONSIBLE OR LIABLE TO BORROWER OR TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, WHICH MAY BE ALLEGED AS A RESULT OF ANY FINANCIAL ACCOMMODATION HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR AS A RESULT OF ANY OTHER ACT, OMISSION OR TRANSACTION . 11. Amendment . The terms and provisions of this Agreement may not be waived or amended, except in a writing executed by Borrower and a duly authorized officer of Lender . 12. Time of Essence . Time is of the essence in the performance by Borrower of each and every obligation under this Agreement . 13. Attorneys Fees and Costs . Borrower shall reimburse Lender for all reasonable attorneys' fees and all filing, recording, search, title insurance, appraisal, audit, and other reasonable costs incurred by Lender, pursuant to, or in connection with, or relating to this Agreement (whether or not a lawsuit is filed), including, but not limited to, any reasonable attorneys' fees and costs Lender incurs in order to do the following : prepare and negotiate this Agreement and all present and future documents relating to this Agreement ; obtain legal advice in connection with this Agreement or Borrower ; enforce, or seek to enforce, any of its rights ; prosecute actions against, or defend actions by, Account Debtors ; commence, intervene in, or defend any action or proceeding ; initiate any complaint to be relieved of the automatic stay in bankruptcy ; file or prosecute any probate claim, bankruptcy claim, third - party claim, or other claim ; examine, audit, copy, and inspect any of the Collateral or any of Borrower's books and records ; protect, obtain possession of, lease, dispose of, or otherwise enforce Lender’s security interest in, the Collateral ; and otherwise represent Lender in any litigation relating to Borrower . If either Lender or Borrower files any lawsuit against the other predicated on a breach of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and attorneys' fees, including (but not limited to) reasonable attorneys' Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
as amended, the Securities Exchange Act of 1934, Page 24 execution upon or defense of any order, decree, award or judgment . All attorneys' fees and costs to which Lender may be entitled pursuant to this Paragraph shall immediately become part of Borrower's Obligations, shall be due on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations . 10 . 14 Benefit of Agreement . The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights under this Agreement without the prior written consent of Lender, and any prohibited assignment shall be void . No consent by Lender to any assignment shall release Borrower from its liability for the Obligations . Lender may assign or transfer any of its rights under this Agreement (including selling Loan participations) without notice to, or the consent of, Borrower . 10.15 Limitation of Actions. Any claim or cause of action by Borrower against Lender, its directors, officers, employees, agents, accountants or attorneys, based upon, arising from, or relating to this Loan Agreement, or any other Loan Document, or any other transaction contemplated hereby or thereby or relating hereto or thereto, or any other matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done by Lender, its directors, officers, employees, agents, accountants or attorneys, shall be barred unless asserted by Borrower by the commencement of an action or proceeding in a court of competent jurisdiction by the filing of a complaint within two years after the first act, occurrence or omission upon which such claim or cause of action, or any part thereof, is based, and the service of a summons and complaint on an officer of Lender, or on any other person authorized to accept service on behalf of Lender, within thirty ( 30 ) days thereafter ; provided, however, that nothing in this Section shall be deemed to shorten or otherwise limit any applicable statutory limitations period governing any claim arising under the Securities Act of 1933 , as amended, or any other applicable federal or state securities law, each of which shall be governed by the applicable statutory limitations period. Borrower agrees that such two - year period is a reasonable and sufficient time for Borrower to investigate and act upon any such claim or cause of action . The two - year period provided herein shall not be waived, tolled, or extended except by the written consent of Lender in its sole discretion . This provision shall survive any termination of this Loan Agreement or any other Loan Document . 10.16 Paragraph Headings; Construction. Paragraph headings are only used in this Agreement for convenience . Borrower and Lender acknowledge that the headings may not describe completely the subject matter of the applicable paragraph, and the headings shall not be used in any manner to construe, limit, define or interpret any term or provision of this Agreement . This Agreement has been fully reviewed and negotiated between the parties and no uncertainty or ambiguity in any term or provision of this Agreement shall be construed strictly against Lender or Borrower under any rule of construction or otherwise . 10.17 Public Announcement. Lender acknowledges that Borrower will publicly disclose the transactions contemplated by this Agreement, and will file the Loan Agreement and any other Loan Document that Borrower deems to be required, with the Securities and Exchange Commission . Prior to making any such filing, Borrower shall provide Lender with a draft of any such filing (or the relevant portions thereof relating to this Agreement or the Loan Documents) no later than three ( 3 ) Business Days prior to the anticipated filing date, and Lender shall have the right to review and provide comments thereon . Borrower shall incorporate any reasonable comments from Lender to the extent consistent with applicable federal or state securities laws or stock exchange rules, including any rules or regulations of the SEC governing material non - public information ; provided, however, that Borrower shall not be required to delay any filing beyond the time required by applicable law or SEC Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 25 rules and regulations . Following such filing by Borrower, Borrower hereby agrees that Lender may make a public announcement of the transactions contemplated by this Agreement, and may publicize the same in marketing materials, newspapers and other publications, and otherwise, and in connection therewith may use the Borrower’s name, tradenames and logos ; provided, however, that prior to making any such public announcement or disclosure, Lender shall provide Borrower with reasonable advance written notice (and in no event less than five ( 5 ) Business Days' notice) and a draft of the proposed announcement, and Lender shall incorporate any reasonable comments from Borrower to the extent required to comply with applicable federal or state securities laws or stock exchange rules, including any rules or regulations of the SEC governing material non - public information . 10.18 Governing Law; Jurisdiction; Venue. This Agreement and all acts, transactions disputes and controversies arising hereunder or relating hereto, and all rights and obligations of the parties shall be governed by, and construed in accordance with, the internal laws (and not the conflict of laws rules) of the State of Texas . Each party agrees that the exclusive venue for all actions and proceedings (including any alternative dispute resolution method as described in Section 10 . 20 of this Agreement) relating directly or indirectly to this Agreement shall be the county in which Lender maintains its principal office, provided that nothing herein shall limit the right of Lender to bring proceedings against Borrower in the courts of any other jurisdiction . Any judicial proceeding by Borrower against Lender or any affiliate thereof involving, directly or indirectly, any matter in any way arising out of, related to, or connected with any Loan Document shall be brought only in a proceeding in the county in which Lender maintains its principal office, and shall be subject to the provisions of Sections 10 . 19 and 10 . 20 below . Each party waives any and all rights the party may have to object to the jurisdiction of any such tribunal or court, or to transfer or change the venue of any such action or proceeding from such tribunal or court, including, without limitation, any objection to venue or request for change in venue based on the doctrine of forum non conveniens . Borrower consents to service of process in any action or proceeding brought against it by Lender, by personal delivery, or by mail addressed as set forth in this Agreement or by any other method permitted by law . 10.19 Dispute Resolution. (a) Informal Resolution . In the event of a dispute between the parties concerning any aspect of this Loan Agreement and except for any matters pertaining to Seller’s commission of an Event of Default (“Alternative Dispute Exceptions”), the parties shall first meet within two ( 2 ) business days of receipt of any request and, in good faith, seek to resolve the dispute before such party may commence any action, whether arbitration or litigation . If the parties fail to reach an agreement in the informal resolution process within five ( 5 ) days, then either party may, if it so chooses, commence arbitration or litigation, as this Agreement may allow . Borrower and Lender reserve all of their respective rights in the event that no agreed resolution is reached in the informal resolution process and neither party shall be deemed to be precluded from commencing an action for the sole purpose of preventing irreparable harm while such process is pending or continuing . (b) Arbitration . Except for the Alternative Dispute Exceptions, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this provision to arbitrate, shall be governed by the Texas General Arbitration Act, V . T . C . A . , Civil Practices and Remedies Code, † 171 . 001 et seq . or, if interstate commerce is involved and to the extent provided, the Federal Arbitration Act . Arbitration shall be determined before one arbitrator . At the option of the first to commence an arbitration, the arbitration shall be administered either by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or by the American Arbitration Association pursuant Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 26 to its Commercial Arbitration Rules . Judgment on the award may be entered in any court having jurisdiction . In addition to the Alternative Dispute Exceptions, this clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction . (c) Temporary Relief . Without prejudice to any party or this arbitration provision, any of the parties may petition an appropriate court of competent jurisdiction for any temporary or preliminary relief, such as for an injunction or garnishment . The filing for such relief shall not be considered a waiver of the right to arbitration under this provision . Alternatively, pending arbitration, any provisional remedy which would be available from a court of law shall be available to the parties to this Agreement from the arbitrators . 10.20 Mutual Waiver of Jury Trial. BORROWER AND LENDER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN LENDER AND BORROWER, OR ANY CONDUCT, ACTS BORROWER OR OR OMISSIONS OF LENDER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE . 21. Joint and Several Liability . If Borrower consists of more than one Person, their liability shall be joint and several, and the compromise of any claim with, or the release of, any Borrower shall not constitute a compromise with, or a release of, any other Borrower . 22. Non - Solicitation . Borrower shall not, whether directly or indirectly, solicit for employment or employ or engage as an independent contractor any of Lender’s employees, with whom Borrower, including any employee or other agent or representative of Borrower, has had or had material contact at any time during the term of this Agreement, and such restriction shall continue for a period commencing on the Effective Date of this Agreement and ending two years from the termination of the Agreement . 10.23 Execution . This Agreement may be executed in any number of counterparts, each of which when executed and delivered will be deemed to be an original, and all of which when taken together will constitute one and the same Agreement . Delivery of an executed counterpart of this Agreement by email or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement and any party’s failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement . Each party agrees that this Agreement and any other document to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. (SIGNATURE PAGE FOLLOWS) Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Borrower: Koil Energy Solutions, Inc., a Nevada corporation By: Name: Erik Wiik Title: Chief Executive Officer Borrower: Koil Energy Solutions, Inc., a Delaware corporation By: Name: Erik Wiik Title: Authorized Representative Lender: nFusion Capital Finance, LLC By: Name: Jason Lippman Title: Chief Executive Officer Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C Page 27
SCHEDULE TO LOAN AND SECURITY AGREEMENT Borrower: Koil Energy Solutions, Inc., a Nevada corporation 1310 Rankin Road Houston, TX 77073 Borrower: Koil Energy Solutions, Inc., a Delaware corporation 1310 Rankin Road Houston, TX 77073 Date: 051926 , 2026 (the “Effective Date”) This Schedule forms an integral part of the Loan and Security Agreement between nFusion Capital Finance, LLC and the above borrowers (together and jointly and severally, the “Borrower”) of even date (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement” or the “Loan Agreement”) . 1. CREDIT LIMIT Revolving Loans . Subject to the terms and conditions of this Agreement, and at Lender’s sole discretion, Lender shall make revolving advances (each, an “Advance” or “Loan”) in an aggregate outstanding amount not to exceed at any time the lesser of the following (the “Credit Limit”) : ( 1 ) Five Milllion and 00 / 100 U . S . Dollars ( $ 5 , 000 , 000 . 00 ) (the “Maximum Revolver Amount”) ; or ( 2 ) the Borrowing Base (as defined below) . As used herein, the term “Borrowing Base” means 85 . 00 % (the “Advance Rate”) of Borrower’s Eligible Accounts (as defined in Section 8 above), net of any charge - backs, discounts or deductions . Lender may, from time to time, modify the Advance Rate and/or the Maximum Revolver Amount, in its good faith business judgment, upon notice to the Borrower, based on changes in collection experience with respect to Accounts, its evaluation of (or other issues or factors relating to) the Accounts, or other Collateral or Borrower . Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C EW
2. INTEREST: The Loans outstanding from time to time shall bear interest at an annual rate equal to the “Prime Rate” in effect from time to time (for purposes of calculating the interest rate, such Prime Rate not to fall below a “floor” of 6 . 75 % ) plus 4 . 75 % per annum, accruing daily and payable monthly . Interest shall be calculated on the basis of a 360 - day year for the actual number of days elapsed . As used in this Agreement and subject to the Prime Rate floor, “Prime Rate” means the “prime rate” published from time to time in the Wall Street Journal . The interest rate applicable to the Obligations shall change on each date there is an applicable change in the Prime Rate . Interest is also subject to the operation, as applicable, of Section 7 . 2 of the Loan Agreement as to the Default Rate . 2A. USURY SAVINGS: Page 2 Notwithstanding the provisions of this Agreement regarding the rates of interest applicable to the Loans, if at any time the amount of such interest computed on the basis of the interest rate set forth herein (the “Applicable Interest Rate”) would exceed the amount of such interest computed upon the basis of the maximum rate of interest permitted by applicable state or federal law in effect from time to time hereafter, after taking into account, to the extent required by applicable law, any and all fees, payments, charges and calculations provided for in this Agreement or in any other agreement between Borrower and Lender (the “Maximum Legal Rate”), the interest payable under this Agreement shall be computed upon the basis of the Maximum Legal Rate, but any subsequent reduction in the Applicable Interest Rate shall not reduce such interest thereafter payable hereunder below the amount computed on the basis of the Maximum Legal Rate until the aggregate amount of such interest accrued and payable under this Agreement equals the total amount of interest which would have accrued if such interest had been at all times computed solely on the basis of the Applicable Interest Rate . No agreements, conditions, provisions or stipulations contained in this Agreement or any other instrument, document or agreement between the Borrower and Lender or default of the Borrower, or the exercise by Lender of the right to accelerate the payment of the maturity of principal and interest, or to exercise any option whatsoever contained in this Agreement or any other agreement between the Borrower and Lender, or the arising of any contingency whatsoever, shall entitle Lender to collect, in any event, interest exceeding the Maximum Legal Rate and in no event shall the Borrower be obligated to pay interest exceeding such Maximum Legal Rate and all agreements, conditions or Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 3 stipulations, if any, which may in any event or contingency whatsoever operate to bind, obligate or compel the Borrower to pay a rate of interest exceeding the Maximum Legal Rate, shall be without binding force or effect, at law or in equity, to the extent only of the excess of interest over such Maximum Legal Rate . In the event any interest is charged in excess of the Maximum Legal Rate (“Excess”), the Borrower acknowledges and stipulates that any such charge shall be the result of an accidental and bona fide error, and such Excess shall be, first, applied to reduce the principal then unpaid hereunder ; second, applied to reduce the remaining Obligations ; and third, returned to the Borrower, it being the intention of the parties hereto not to enter at any time into a usurious or otherwise illegal relationship . The Borrower recognizes that, with fluctuations in the Applicable Interest Rate and the Maximum Legal Rate, such an unintentional result could inadvertently occur . By the execution of this Agreement, the Borrower covenants that (i) the credit or return of any Excess shall constitute the acceptance by the Borrower of such Excess, and (ii) the Borrower shall not seek or pursue any other remedy, legal or equitable, against Lender, based in whole or in part upon the charging or receiving of any interest in excess of the maximum authorized by applicable law . For the purpose of determining whether or not any Excess has been contracted for, charged or received by Lender, all interest at any time contracted for, charged or received by Lender in connection with this Agreement shall be amortized, prorated, allocated and spread in equal parts during the entire term of this Agreement . The provisions of this Section 2 A of this Schedule shall be deemed to be incorporated into every document or communication relating to the Obligations which sets forth or prescribes any account, right or claim or alleged account, right or claim of Lender with respect to the Borrower (or any other obligor in respect of Obligations), whether or not any provision of this Section 2 A of this Schedule is referred to therein . All such documents and communications and all figures set forth therein shall, for the sole purpose of computing the extent of the liabilities and obligations of the Borrower (or other obligor) asserted by Lender thereunder, be automatically recomputed by any Borrower or obligor, and by any court considering the same, to give effect to the adjustments or credits required by this Section 2 A of this Schedule . If the applicable state or federal law is amended in the future to allow a greater rate of interest to be charged under this Agreement or any other Loan Documents than is presently allowed by applicable state or federal law, then the limitation of interest under this Section 2 A of this Schedule shall be increased to the maximum rate of interest allowed by applicable state or federal law as amended, which increase shall be effective hereunder on the effective date of such amendment, and all interest charges owing to Lender by reason thereof shall be payable upon demand . Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
3. FEES : Borrower shall pay the following fees, in addition to any other fees or charges due and owing under this Agreement . Fees may be deducted from Loan Advances, without notice or demand to Borrower : Loan Fee: Loan Fee of 1 . 00 % of the Maximum Revolver Amount, fully earned and payable concurrently with the execution of this Agreement . In the event of any future increase in the Maximum Revolver Amount, Borrower shall pay a fee of 1 . 00 % of the amount of such increase, fully earned and payable concurrently with the effective date of such increase, provided that nothing herein shall obligate Lender to agree to any such increase or waive Lender’s right to require a different fee for any future increase or to decline to increase the Maximum Revolver Amount . Anniversary Fee: [WAIVED] Collateral Monitoring Fees: A monthly fee equal to 0 . 25 % of the average gross balance of Eligible Accounts of Borrower (as determined by Lender in its good faith business judgment), accruing daily and payable each month in arrears on the last day of each month (prorated for any partial month at the beginning and at termination of this Agreement) . Miscellaneous Fees: In addition to the fees and charges indicated above, Lender shall charge the following fees to Borrower, which fees may change from time to time : ( 1 ) monthly lockbox fee : $ 75 . 00 ; ( 2 ) wire fee : $ 25 . 00 ; ( 3 ) ACH fee : $ 5 . 00 ; ( 4 ) monthly UCC Fee : $ 40 . 00 and ( 5 ) monthly tax monitoring fee : $ 30 . 00 . Unused Line of Credit Fees: N/A [waived] Annual Minimum Fee: N/A [waived] 4. MATURITY DATE: Page 4 As used herein, the term “Maturity Date” means twelve ( 12 ) months from the Effective Date, and thereafter, the Maturity Date shall automatically be extended for successive periods of one year each, unless Borrower shall give Lender written notice of termination not less than ninety ( 90 ) days prior to the end of such term or renewal term, as applicable . Notwithstanding anything herein to the contrary, Lender may terminate the Agreement at any time by giving Borrower ninety ( 90 ) days prior written notice ; provided that, upon an Event of Default, Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Lender may terminate this Agreement without notice to Borrower, effective immediately. 5. FINANCIAL COVENANTS: [RESERVED] 6. REPORTING Page 5 Borrower shall provide Lender with the following, promptly upon demand or as indicated below: (i) (a) Borrowing Base Certificates and transaction reports, schedules of collections, schedules of inventory in a format acceptable to Lender, invoices, purchase orders, sales journal, credit memos, and summary accounts receivable agings aged by due date, and such other documentation as Lender shall from time to time reasonably request, each week and at the time of each Loan request, on Lender's standard form . (b) Monthly detailed accounts receivable agings, aged by due date, within ten days after the end of each month . (c) Monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, within ten days after the end of each month . (d) Monthly reconciliations of accounts receivable agings (aged by due date), transaction reports, and general ledger, within ten days after the end of each month . (e) Monthly reports setting forth all delinquent Accounts and charge - offs, as soon as available, and in any event within ten days after the end of each month . (f) Quarterly unaudited financial statements, as soon as available, and in any event within 30 days after the end of each quarter . (g) Annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower no later than 60 days prior to the end of each fiscal year of Borrower . (h) Annual financial statements, as soon as available, and in any event within 120 days following the end of Borrower's fiscal year, reviewed by independent certified public accountants acceptable to Lender . Annual projections, which Borrower represents are prepared in good faith based upon assumptions believed to be reasonable at the time . Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
(j) (l) Each of the financial statements in subsections (f) and (h) above shall be accompanied by Compliance Certificates, in such form as Lender shall reasonably specify, signed by the Chief Financial Officer of Borrower, certifying that as of the end of such period Borrower was in full compliance with all of the terms and conditions of this Agreement, if applicable, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Lender shall request in its good faith business judgment, including, without limitation, a statement that at the end of such period there were no held checks . (k) Borrower’s annual tax return within ten days after the date filed, but in no event later than nine months after Borrower’s fiscal year - end . Evidence in form acceptable to Lender of payments of all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower, monthly or as more often required by Lender . (m) Passwords and other security identifications to allow for online “view access” to monitor Borrower’s financial reporting system, Federal and state tax liability and payments, Borrower’s deposit accounts and all customer portal accounts . (n) And such other financial information that Lender shall request from time to time in its reasonable discretion . 7. BORROWER INFORMATION: The reports, financial statements, certificates and other factual information and factual data relating to the Borrower, its Subsidiaries and the transactions subject hereto, including the information provided in connection with the Borrower Disclosures, furnished by or on behalf of Borrower or any Guarantor (as modified or supplemented by other information so furnished) in connection with this Agreement or delivered hereunder or under any other Loan Document, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not materially misleading in light of the circumstances under which they were made ; provided that, with respect to projected financial information, the Borrower represents only that such information Page 6 Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
was prepared in good faith based upon assumptions that were believed by the Borrower to be reasonable at the time made and at the time furnished hereunder. 8. ADDITIONAL PROVISIONS (a) Subordination of Inside Debt . 1 All present and future indebtedness of Borrower to its officers, directors, shareholders, partners, members, managers, and Affiliates (collectively, “Inside Debt”) shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Lender’s standard form . Borrower represents and warrants that there is no Inside Debt presently outstanding, except for the following : Principal Amount Indebtedness to: BORROWER TO COMPLETE FOR ANY INSIDER/AFFILIATE DEBT OWED BY BORROWER Concurrently Borrower shall cause the above Persons to execute and deliver to Lender Subordination Agreement with respect to the foregoing debt on Lender’s standard form . Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Lender a subordination agreement on Lender’s standard form . (b) Copyrights, Patents, and Trademarks. (i) Borrower hereby represents and warrants that it has identified in the attached Borrower Disclosures any and all maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office, that the disclosed maskworks, computer software and copyrights are free and clear of any liens and/or security interests, and upon Lender’s request therefor, Borrower shall promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with 1 Borrower to complete. Page 7 Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 8 the United States Copyright Office with respect to such registration or application, to perfect or otherwise record or memorialize Lender’s security interest in such maskworks, computer software or other copyrights . Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any other of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application . (ii) Borrower hereby represents and warrants that it has identified in the attached Borrower Disclosures any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office, that the disclosed patents and trademarks are free and clear of any liens and/or security interests, and, upon Lender’s request therefor, Borrower shall promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application, to perfect or otherwise record or memorialize Lender’s security interest in such patents and trademarks . Borrower hereby covenants and agrees that Borrower will NOT register with the United States Patent and Trademark Office (or apply for such registration of) any other of Borrower’s patents and trademarks unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application (iii) Borrower will : (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks ; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware ; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 9 to be abandoned, forfeited or dedicated to the public without Lender’s written consent. (c) Bailee Agreement . Borrower hereby represents and warrants that, as of the date of execution and delivery of this Agreement, no goods of Borrower are in the possession of any warehouseman or other bailee (except as set forth in Borrower Disclosures, attached hereto), and hereby covenants that Borrower promptly shall deliver written notice to Lender of any goods of Borrower being in the possession of any other warehouseman or other bailee . With respect to any goods or other Collateral of Borrower in the possession of any warehouseman or other bailee (including any set forth in the Borrower Disclosures, attached hereto), Borrower shall, promptly upon Lender’s request therefor, use commercially reasonable efforts to deliver to Lender a bailee agreement (in form and substance satisfactory to Lender) duly executed by such warehouseman or other bailee . In the event that Lender requests such a bailee agreement and Borrower uses such efforts but does not succeed in delivering such a bailee agreement, Lender may (in its good faith business judgment) maintain a Reserve with respect to such warehouse or other bailee location . Additionally, Lender will establish a Reserve equal to three ( 3 ) months’ worth of warehouse fees that are charged to Borrower . (d) Landlord Agreement . Borrower has identified all of its current leases of real property in the attached Borrower Disclosures . With respect to any leased premises of Borrower, Borrower shall, promptly upon Lender’s request therefor, use its best efforts to deliver to Lender a landlord agreement (in form and substance satisfactory to Lender) duly executed by the lessor of such leased premises . (e) Control Agreements . As to any Deposit Accounts (including any lockbox or blocked account) and Securities Accounts maintained with any institution as of the date of this Agreement, Borrower shall, upon Lender’s request, promptly cause such institution, concurrently herewith, to enter into a control agreement in form acceptable to Lender in its good faith business judgment in order to perfect Lender’s first - priority security interest in such Deposit Accounts (including any lockbox or blocked account) and Securities Accounts and grant Lender “control” (within the meaning of Articles 8 and 9 of the Code) over such Investment Property . Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
9. CONDITIONS PRECEDENT TO LOANS: Notwithstanding any other provisions contained in this Agreement but in addition to the other terms of this Agreement, the making of the Loans is conditioned upon the following, each as determined by Lender in its sole discretion : (a) All of the Loan Documents and all other agreements, instruments, certificates, documents required by Lender to be delivered to Lender prior to funding, have been fully executed and delivered to Lender . (b) All certificates of insurance, binders and endorsements required under this Agreement have been delivered to Lender . (c) Current searches of Borrower or other Obligor executing a security instrument in appropriate filing offices showing that (i) no Liens have been filed and remain in effect against such Borrower or Obligor or any Collateral except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the Loans, they will satisfy, release or terminate such Liens in a manner satisfactory to Lender, (ii) Lender has filed (or substantially concurrently shall file) all UCC financing statements necessary to perfect Lender’s security interest, to the extent such security interest is capable of being perfected by filing and (iii) Lender’s Lien priority is acceptable to Lender in its sole discretion . (d) No event shall have occurred which has had or could reasonably be expected to result in a Material Adverse Change, as determined by Lender in its sole discretion . (e) All fees (including the Loan Fee) and reimbursable costs and expenses due under this Agreement through the date of initial Loan being advanced have been paid in full . (f) Lender shall have received and approved payoff documentation, including payoff letters and financing statement terminations, in respect of all Indebtedness to be repaid by Borrower on the Effective Date using the proceeds of any Loans made on the Effective Date . (g) All other conditions precedent provided in or contemplated by any Loan Documents or any other agreement, instrument or document between or among any Borrower or Obligor and Lender or by any Borrower or other Obligor in favor of Lender have been fully satisfied or waived in a writing signed by Lender . (h) Both with respect to Borrower and each other Obligor, and on a consolidated bases, a monthly financial model in sufficient detail to reflect operations, cash flow and availability on a corporate and divisional basis . Page 10 Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 11 (i) All other agreements, instruments, documents, reports and other information required by Lender have been delivered to Lender. Additional Conditions Precedent to All Loans: Notwithstanding any other provisions contained in this Agreement but in addition to the other terms of this Agreement, the making of any Loan is conditioned upon the following, each as determined by Lender in its sole discretion . As of the date of each Loan, the following shall be true and correct : (i) all representations and warranties made by Borrower or any Obligor in the Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects), except and to the extent that such representations and warranties relate solely to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date ; and (ii) no Event of Default has occurred and is continuing and no conditions exist and no event has occurred or would immediately result from such requested Loan, which, with the passage of time or the giving of notice, or both, would result in or constitute an Event of Default . [Schedule Execution Page Follows] Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Borrower: Koil Energy Solutions, Inc., a Nevada corporation By: Name: Erik Wiik Title: Chief Executive Officer Borrower: Koil Energy Solutions, Inc., a Delaware corporation By: Name: Erik Wiik Title: Authorized Representative Lender: nFusion Capital Finance, LLC By: Name: Jason Lippman Title: Chief Executive Officer Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C Page 12
Page 13 EXHIBIT A GENERAL RELEASE FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, the undersigned and each of them (collectively "Releasor") hereby forever releases, discharges and acquits nFusion Capital Finance, LLC ("Releasee"), its parent, officers, directors, shareholders, agents and employees, of and from any and all claims of every type, kind, nature, description or character, and irrespective of how, why, or by reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length, to the extent that they arise out of or are in way connected to or are related to that certain Loan and Security Agreement between Releasor and Releasee (the “Claims”) . Releasor agrees that the matters released herein are not limited to matters which are known or disclosed . Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and it acknowledges that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims . Acceptance of this Release shall not be deemed or construed as an admission of liability by any party released . Releasor acknowledges that either (a) it has had advice of counsel of its own choosing in negotiations for and the preparation of this release, or (b) it has knowingly determined that such advice is not needed . DATED: Individual Releasors: Entity Releasor: Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 14 BORROWER DISCLOSURE SCHEDULE Koil Energy Services, Inc., a Nevada corporation 1. Place of Business/Location of Collateral: 1310 Rankin Road, Houston, TX 77073 2. Pending or Threatened Litigation Against Borrower: None 3. Name; Trade Name and Styles: Prior Name: Deep Down, Inc. (changed April 2022); Common Short Form: Koil 4. Deposit Account by Financial Institution and Account Number: None 5. Subsidiaries: Koil Energy Solutions, Inc. (Delaware Corporation) and Koil Energy Solutions do Brasil, Ltda. (Brazil Ltda) 6. Copyrights, Patents, and Trademarks: See Delaware entity 7. Bailee and/or Warehouseman Agreements: None 8. Real Property Owned: None 9. Leases: None 10. Borrower Capitalization Chart: See 10 - K 11. Corporate Officers: Erik Wiik, CEO; Kurt Keller, CFO 12. Directors: Mark Carden (Chairman of the Board of Directors), Erik Wiik, David G. Douglas, Neal I. Goldman, Mads Andersen Koil Energy Services, Inc., a Delaware corporation 1. Place of Business/Location of Collateral: 1310 Rankin Road, Houston, TX 77073 2. Pending or Threatened Litigation Against Borrower: None 3. Name; Trade Name and Styles: Prior Name: Deep Down, Inc. (changed April 2022); Common Short Form: Koil 4. Deposit Account by Financial Institution and Account Number: Amegy Bank - 3526461 Amegy Bank - 985238351 Amegy Bank - 1000926 Wedbush Securities - 2897 5. Subsidiaries: None 6. Copyrights, Patents, and Trademarks: Trademark: KOIL name and variants granted 3/1/22 Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Page 15 Grant Date Name Patent Number 12/23/08 Method and Apparatus for Installing an Undersea Umbilical US 7,467,662 B2 12/08/09 Drilling Riser Buoyancy Modules US 7,628,665 B1 04/20/10 Compliant Splice US 7,699,353 B2 03/10/15 Offshore Atoll System and Related Methods of Use US 8,974,143 B2 10/20/15 Bend limiting Stiffener and related methods US 9,163,463 B2 05/05/17 Apparatus and method for subsea strapping and attachment US 9,835,013 B2 05/31/22 Folding carousel for umbilicals US 11,345,565 2026 MP 125 63/741939 2026 Connector Assembly BSL US 12,565,944 B1 7. Bailee and/or Warehouseman Agreements: None 8. Real Property Owned: None 9. Leases: End Date Start Date Asset Lease Name 10/31/32 08/01/22 Houston Office Wellbore Integrity Solutions, LLC 12/31/27 01/01/25 Houston Storage Wellbore Integrity Solutions, LLC 06/30/27 07/01/23 Computer Servers Insight Direct 10/31/28 11/01/23 Forklift Byline Financial 10/31/28 11/01/23 Forklift Byline Financial 05/31/30 06/01/25 Copy Machine ImageNet Copier 10. Borrower Capitalization Chart: 100% owned by Koil Energy Solutions, Inc. (Nevada Corporation) 11. Corporate Officers: None Designated 12. Directors: None Designated Docusign Envelope ID: 3CA504E2 - E532 - 87D8 - 83A2 - C60AEA48EE9C
Exhibit 10.2
May 19, 2026
REVOLVING CREDIT NOTE
FOR VALUE RECEIVED, KOIL ENERGY SOLUTIONS, INC., a Nevada corporation, and KOIL ENERGY SOLUTIONS, INC., a Delaware corporation (together and jointly and severally, the “Borrower”), hereby promise to pay to NFUSION CAPITAL FINANCE, LLC (including its successors and assigns, the “Lender”), in accordance with the provisions of the Loan Agreement (as defined below), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Loan and Security Agreement, dated as of May 19, 2026 (as amended, restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing from time to time, the “Loan Agreement”), by and among the Borrower and Lender. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings provided for such terms in the Loan Agreement.
The Borrower hereby promises to pay interest on the unpaid principal amount of each Loan, from, and including, the date on which such Loan is made until the principal amount of such Loan is paid in full, at such interest rates and at such times as provided in the Loan Agreement. All payments of principal and interest shall be made to Lender, in immediately available funds. If any amount is not paid in full when due, such unpaid amount shall bear interest, to be paid upon demand, from, and including, the due date thereof until the date of actual payment (and before as well as after judgment), computed at the Default Rate as set forth in the Loan Agreement.
This Note is entitled to the benefits of the Loan Agreement, and may only be prepaid, in whole or in part, in accordance with and subject to the terms and conditions provided therein. Upon the occurrence and during the continuance of one (1) or more of the Events of Default specified in the Loan Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Loan Agreement. Loans made by the Lender shall be evidenced by one (1) or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans, and payments with respect thereto.
This Note is secured by the Collateral as more particularly described in the Loan Agreement. Reference is hereby made to the Loan Agreement for a description of the nature and extent of the security interest granted thereunder, the rights of the Lender with respect to the Collateral, and the terms and conditions upon which such security interest may be enforced.
The Borrower hereby waives (i) diligence, presentment, protest and demand, and notice of protest, demand, dishonor and non-payment, of this Note; (ii) all rights to discharge under § 3.605 of the Texas Business and Commerce Code, as amended from time to time, and the corresponding provisions of any other state or federal laws; and (iii) all claims against Lender and all defenses based on suretyship or impairment of collateral, including any rights or defenses any obligor may have pursuant to Rule 31 or Rule 32 of the Texas Rules of Civil Procedure, § 17.001 and Chapter 43 of the Texas Civil Practice and Remedies Code, as amended from time to time.
THIS NOTE AND ANY CLAIMS, CONTROVERSIES, DISPUTES AND/OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS NOTE, AND/OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Delivery of an executed signature page of this Note by fax transmission or other electronic mail transmission (e.g., “.pdf” or “.tif”) shall be effective as delivery of a manually executed original signature page of this Note.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
| 1 |
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its below duly authorized officer as of the day and year first written above.
| BORROWER: | Koil Energy Solutions, Inc., a Nevada corporation | |
| By: /s/ Erik Wiik | ||
| Name: Erik Wiik | ||
| Title: Chief Executive Officer | ||
| BORROWER: | Koil Energy Solutions, Inc., a Delaware corporation | |
| By: /s/ Erik Wiik | ||
| Name: Erik Wiik | ||
| Title: Authorized Representative | ||
| 2 |
Exhibit 99.1
Koil Energy Secures New $5 Million Asset-Based Credit Facility
May 21, 2026
HOUSTON, May 21, 2026 (GLOBE NEWSWIRE) -- KOIL Energy Solutions, Inc. (OTCQB: KLNG), a specialist in deepwater energy production and distribution equipment and services, today announced the closing of a new asset-based lending facility.
KOIL entered a $5 million asset-based revolving line of credit with
nFusion Capital Finance, LLC, (“nFusion”), an Austin, Texas-based private working capital finance company. The facility, which
will be drawn on an as-needed basis, will support working capital and accelerate KOIL’s strategy to expand its fleet of rental equipment,
and replace a prior receivables factoring arrangement with a commercial bank, which has been repaid in full and terminated.
As a result of this new facility and the payoff of the prior factoring arrangement, KOIL currently has no outstanding financial debt other
than lease obligations.
“This new facility with nFusion provides flexible capital to support the continued expansion of our high-margin rental equipment offering, which we believe will be an important driver of KOIL’s long-term growth,” said Kurt Keller, Chief Financial Officer, KOIL. “Importantly, the facility also provides us with additional liquidity and financial flexibility as we continue to scale the business.”
About KOIL (www.koilenergy.com)
KOIL Energy is a leading energy services company offering subsea equipment and support services to the world's energy and offshore industries. We provide innovative solutions to complex customer challenges presented between the production facility and the energy source. Our core services and technological solutions include distribution system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, and related services. Additionally, KOIL Energy's experienced team can support subsea engineering, manufacturing, installation, commissioning, and maintenance projects located anywhere in the world.
Forward-Looking Statements
Any forward-looking statements in the preceding paragraphs of this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials and execution of business strategy. For further information, please refer to the Company's filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.
Investor Relations Contact:
281-862-2201