Existing Obligations. Borrowers and Guarantors hereby acknowledge, confirm and agree that # Existing Spartan Borrowers are indebted to Administrative Agent and Lenders for loans and advances to Existing Spartan Borrowers under the Existing Spartan Credit Agreement, as of the close of business on ​, in the aggregate principal amount of ​ and the aggregate amount of ​ in respect of Letter of Credit Obligations (as defined in the Existing Spartan Credit Agreement) and # Existing ​ Borrowers are indebted to Administrative Agent and Lenders for loans and advances to Existing ​ Borrowers under the Existing ​ Credit Agreement, as of the close of business on ​, in the aggregate principal amount of ​ and the aggregate amount of ​ in respect of L/C Obligations (as defined in the Existing ​ Credit Agreement), in each case, together with all interest accrued and accruing thereon (to the extent applicable), and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrowers and Guarantors to Administrative Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

Existing Obligations. The Loan Parties hereby acknowledge, confirm and agree that, as of the date hereof , the Loan Parties are indebted to Agent (in its capacity as agent under the Existing Credit Agreement) and Existing Lenders in respect of extensions of credit under the Existing Credit Agreement in the aggregate principal amount of ​, and with respect to the Letters of Credit ​, in each case together with all interest accrued and accruing thereon (to the extent applicable), and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrowers to Agent (in its capacity as agent under the Existing Credit Agreement) and Existing Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

Existing Securities; Obligations. Except as disclosed in the SEC Documents: # none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; # there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to this Agreement); # there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and # neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

No Pre-existing Obligations. Consultant represents and warrants that Consultant has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Consultant’s performance of its obligations under this Agreement.

No Conflict with Existing Obligations. Individual represents that Individual’s performance of all terms of this Confidentiality and Work Product Agreement and a provision of services to Client, through the Company, do not and will not breach any agreement or obligation of any kind made prior to this Agreement, including agreements or obligations Individual may have with prior employers or entities for which Individual has provided services. Individual has not entered into, and Individual agrees that Individual will not enter into, any agreement or obligation, either written or oral, in conflict herewith.

Existing Agreement. Evidence to the satisfaction of the Administrative Agent of the termination of the Existing Agreement and payment of all amounts due under the Existing Agreement which have not heretofore been paid; and

Existing Indebtedness. All existing Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness permitted pursuant to [Section 9.1]) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

Existing Indebtedness. (i) ​ shall have received # evidence satisfactory to ​ that all necessary termination statements, satisfaction documents and any other applicable releases in connection with any existing Indebtedness and all other Liens with respect to Loan Parties that are not Permitted Liens have been filed or arrangements satisfactory to ​ have been made for such filing and # the ​ and the Subsidiaries shall have outstanding no Indebtedness other than # Indebtedness outstanding under this Agreement and # Indebtedness permitted under this Agreement to be outstanding on the Closing Date;

Existing Loan Documents. The Loan Parties hereby acknowledge, confirm and agree that: # the Existing Loan Documents have been duly executed and delivered by the Loan Parties and are in full force and effect as of the date hereof and # the agreements and obligations of the Loan Parties contained in the Existing Loan Documents constitute the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, and the Loan Parties have no valid defense to the enforcement of such obligations and # Agent on behalf of the Credit Parties is entitled to all of the rights and remedies provided for in favor of Agent (in its capacity as agent under the Existing Credit Agreement) and the Existing Lender in the Existing Loan Documents, as amended and restated

Pre-Existing IP. Subject to the license and rights granted pursuant to [[Sections 2.1.1, 2.1.2 and 2.1.3]3]3]]3] and [Section 2.2], each Party shall retain all right, title and interest in and to any Intellectual Property Rights that are Controlled by such Party prior to or independent of this Agreement.