Appointment of Exchange Agent. BRPA and the Company shall appoint Continental Stock Transfer & Trust Company (“Continental”), or if Continental shall be unavailable, a mutually agreeable bank or trust company, to act as exchange agent and paying agent (“Exchange Agent”) for the distribution of the aggregate Per Share Merger Consideration and the Earnout Consideration (if earned pursuant to Section 1.8) to the Company Stockholders pursuant to this Section 1.4 and an exchange agent agreement in form and substance mutually agreeable to BRPA and the Company (“Exchange Agent Agreement”).

HWIC shall be authorized to act as the sole agent for the Promisor under this Instrument and the Payee and Target Group shall be authorized to act on all instructions received by HWIC on behalf of the Promisor.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints Wells Fargo as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this [Section 15]. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: # maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, # execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, # make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, # exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, # open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, # perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and # incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Each of the Arranger, the Coordinators and the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

Each [[Organization C:Organization]] hereby designates [[Organization D:Organization]] to act as [[Organization B:Organization]] for such [[Organization C:Organization]] under this Agreement and the Other Documents. Each [[Organization C:Organization]] hereby irrevocably authorizes [[Organization B:Organization]] to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of [[Organization B:Organization]] by the terms hereof and thereof and such other powers as are reasonably incidental thereto and [[Organization B:Organization]] shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in the Fee Letter as being for the sole benefit of [[Organization B:Organization]]), charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of Lenders. [[Organization B:Organization]] may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes), [[Organization B:Organization]] shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided, however, that [[Organization B:Organization]] shall not be required to take any action which exposes [[Organization B:Organization]] to liability or which is contrary to this Agreement or the Other Documents or Applicable Law

Appointment. Lender shall act in accordance with the terms of the Credit Agreement. Lender may exercise or refrain from exercising any rights (including making demands and giving notices) and take or refrain from taking any action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. Lender may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence of any such agents or attorneys-in-fact selected by it in good faith, but shall be liable for the gross negligence or willful misconduct of such agents and attorneys-in-fact.

Appointment as Agent; Power of Attorney. Subject to the terms of this Section 3.1, Provider appoints Manager, for the Term of this Agreement and to the extent necessary beyond

. Each ​ Party hereby appoints the ​ to act as its exclusive agent for all purposes under this Agreement and the other Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of loans as described in Articles II and III hereof). Each ​ Party (in such capacity) acknowledges and agrees that # the ​ may execute such documents on behalf of all the ​ Parties as the ​ deems appropriate in its sole discretion and each ​ Party (in such capacity) shall be bound by and obligated by all of the terms of any such document executed by the ​ on its behalf, # any notice or other communication delivered by the [[Administrative Agent:Organization]] or any ​ hereunder to the ​ shall be deemed to have been delivered to each ​ Party and # the [[Administrative Agent:Organization]] and each of the Lenders shall accept (and shall be permitted to rely on) any document or agreement executed by the ​ on behalf of the ​ Parties (or any of them). Except as noted herein with respect to requests for advances of Loans or the making of payments, the ​ Parties must act through the ​ for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein (except as noted herein with respect to requests for advances of Loans or the making of payments), to the extent any provision in this Agreement requires any ​ Party to interact in any manner with the [[Administrative Agent:Organization]] or the Lenders (other than through such ​ Party’s execution and delivery of certain documents, agreements or instruments), such ​ Party shall do so through the ​.

Appointment of Aegis as Agent; Limitations on Rights of Agent. Each ​-District Creditor and each 2024 Note Creditor hereby irrevocably appoints, designates and authorizes Aegis, as its Agent to # take (or determine not to take) any of the actions described in Section 4(a) on such Pari Passu Creditor’s behalf with respect to such Pari Passu Creditor’s share of the Pari Passu Debt and # to exercise such powers and perform such duties as are permitted by the terms of this Agreement, together with such powers as are reasonably incidental thereto, in each case subject to and in accordance with the provisions of this Section 4; provided, notwithstanding anything to the contrary set forth in this Agreement, that without the prior written consent of the affected Pari Passu Creditors, neither Agent nor any agent, employee or attorney-in-fact of Agent acting on behalf of Agent in executing any of the rights granted to Agent as Agent under this Section 4 shall be permitted to # amend or modify any term or provision of any of the ​-District Note Documents or the 2024 Note Documents; # exercise any right under any provision of any A&R ​-District Note to convert the principal and/or accrued and unpaid interest under such A&R ​-District Note into shares of ​’s common stock; # release any liability or obligations of any Obligor owing to any Pari Passu Creditor under the Pari Passu Note Documents unless such release is effected in connection with an Enforcement Action brought by Agent in accordance with this Section 4 pursuant to which all of the Pari Passu Debt is Paid in Full prior to such release; # subject to Section 7, release any Lien or other security interest in the Collateral granted to the Pari Passu Creditors or any of them under the Pari Passu Note Documents or hereunder unless such release is effected in connection with an Enforcement Action brought by Agent in accordance with this Section 4 pursuant to which all of the Pari Passu Debt is Paid in Full prior to such release; or # change the ranking or priority of the Pari Passu Debt; provided further, that # in taking (or determining not to take) any action described in Section 4(a) on behalf of Pari Passu Creditors with respect to their respective share of the Pari Passu Debt and # in exercising and/or performing any powers or duties in its capacity as Agent on behalf of the Pari Passu Creditors with respect to their share of the Pari Passu Debt under this Section 4, Agent shall do so in good faith and otherwise in accordance with the terms of this Agreement.

Purpose of appointment and agreement: The parties intend to market and distribute the technologies of African Horizon Technologies Pty Ltd (AHT), specifically the Hydraspin Hydro Cyclone which is a Trade secret technology, within the United States of America through the actions of Water Now, Inc., also referred to herein as the “Distributor”. The Hydraspin technology Trade secret will be protected by the Distributor. The Hydraspin technology removes oil from water. The parties hereby agree to a long term mutual beneficial agreement, wherein AHT will manufacture the Hydraspin solutions in South Africa and export same to the USA. Hydraspin Pty Ltd is a company owned by JS Steyn and has formal agreement with AHT whom is the Holding company of all the water treatment technologies that AHT sells globally. Any agreement that is made with AHT also applies to Hydraspin Pty Ltd. AHT and Hydraspin Pty Ltd. are at times collectively referred to herein as the “Principal”