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.

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.

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 (other than Indebtedness permitted pursuant to [Section 9.3] and the Adapt Purchase Agreement) of the Adapt Target and its Subsidiaries 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 reasonably satisfactory to it evidencing such repayment, termination and release. On the Closing Date, after giving effect to the Transactions, neither the Adapt Target nor any of its Subsidiaries shall have any outstanding Indebtedness (other than the Obligations and Indebtedness permitted pursuant to [Section 9.3] and the Adapt Purchase Agreement).

Existing Defaults. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations contained in any Contractual Obligation applicable to it, and no condition exists which, with or without the giving of notice or the lapse of time, would constitute a default under any such Contractual Obligation, except, in any such case, where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

Securities. The securities issuable hereunder (“Securities”) are being acquired for his own account and not as nominee for any other party, for investment purposes and not with a view to any resale or distribution thereof.

No Existing Default. No Default or Event of Default shall have occurred and be continuing # on the borrowing, continuation or conversion date with respect to such Loan or after giving effect to the