Common use of Secured Parties Clause in Contracts

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: TOPBUILD CORP., a Delaware Corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN NATIONAL SERVICES, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SECURITY AND PLEDGE AGREEMENT (TOPBUILD CORP.) Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx X XxXxxxxx Name: Xxxxxxx X XxXxxxxx Title: Vice President SECURITY AND PLEDGE AGREEMENT (TOPBUILD CORP.) EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]:

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Collateral Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Collateral Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Collateral Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: TOPBUILD CORP.ADVANCED EMISSIONS SOLUTIONS, a Delaware Corporation INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN NATIONAL SERVICES, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation [GRANTORS] By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SECURITY AND PLEDGE AGREEMENT (TOPBUILD CORP.) Accepted and agreed to as of the date first above written. BANK OF AMERICAWILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Collateral Agent By: /s/ Xxxxxxx X XxXxxxxx Name: Xxxxxxx X XxXxxxxx Title: Vice President SECURITY SCHEDULE 1 COMMERCIAL TORT CLAIMS None. SCHEDULE 2 INSTRUMENTS, DOCUMENTS AND PLEDGE AGREEMENT (TOPBUILD CORP.TANGIBLE CHATTEL PAPER None. SCHEDULE 3 PLEDGED EQUITY Entity Name Pledged Equity ADA-ES, Inc. 1 Share of Common Stock(100%) BCSI, LLC 100% of Membership Interests Advanced Clean Energy Solutions, LLC 100% of Membership Interests ADEquity, LLC 100% of Membership Interests ADA-ES Intellectual Property, LLC 100% of Membership Interests ADA Environmental Solutions LLC 100% of Membership Interests ADA-RCM6, LLC 100% of Membership Interests ADA Analytics, LLC 65% of voting Membership Interests 100% of non-voting Membership Interests Clean Coal Solutions Services, LLC 50 Units(50% of Membership Interests) Highview Enterprises Limited 411,765 ordinary shares(8.2%) EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]:

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: TOPBUILD CORP.EQUINIX, a Delaware Corporation INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN NATIONAL SERVICES, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation EQUINIX LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SECURITY AND PLEDGE AGREEMENT (TOPBUILD CORP.) SWITCH & DATA LLC By: Name: Title: Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx X XxXxxxxx Name: Xxxxxxx X XxXxxxxx Title: Vice President SCHEDULE I TO PLEDGE AND SECURITY AGREEMENT PLEDGED EQUITY OF PLEDGED DOMESTIC SUBSIDIARIES GRANTOR PLEDGED DOMESTIC SUBSIDIARY CLASS CERTIFICATE NUMBER NUMBER OF PLEDGED SHARES, UNITS, INTERESTS PERCENTAGE OWNERSHIP REPRESENTED BY PLEDGED SHARES [SCHEDULE I TO PLEDGE AND SECURITY AGREEMENT] SCHEDULE II TO PLEDGE AND SECURITY AGREEMENT PLEDGED EQUITY OF PLEDGED FOREIGN SUBSIDIARIES GRANTOR PLEDGED FOREIGN SUBSIDIARY CLASS CERTIFICATE NUMBER NUMBER OF PLEDGED SHARES, UNITS, INTERESTS PERCENTAGE OWNERSHIP REPRESENTED BY PLEDGED SHARES [SCHEDULE II TO PLEDGE AND SECURITY AGREEMENT] SCHEDULE III TO PLEDGE AND SECURITY AGREEMENT IDENTIFICATION MATTERS Part I. Organizational Chart: Part II. Grantor Information: Exact Legal Name of Grantor: Previous Legal Names with the past 4 months prior to the Closing Date: Jurisdiction of Organization/Incorporation: Type of Organization: Jurisdictions Qualified to do Business: Address of Chief Executive Office: Address of Principal Place of Business: U.S. Federal Taxpayer Identification Number, or Unique Identification Number (TOPBUILD CORP.as applicable) Organizational Identification Number (if any): Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): Industry or Nature of Business: [SCHEDULE III TO PLEDGE AND SECURITY AGREEMENT] SCHEDULE IV TO PLEDGE AND SECURITY AGREEMENT GOVERNMENT CONTRACTS [SCHEDULE IV TO PLEDGE AND SECURITY AGREEMENT] SCHEDULE V TO PLEDGE AND SECURITY AGREEMENT PLEDGED INSTRUMENTS, CHATTEL PAPER AND LETTER OF CREDIT RIGHTS [SCHEDULE V TO PLEDGE AND SECURITY AGREEMENT] EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________[ ], a [_________[ ] [corporation] [limited liability company] [other entity]:

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: TOPBUILD CORP., a Delaware Corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN NATIONAL SERVICES, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SECURITY AND PLEDGE AGREEMENT (TOPBUILD CORP.) Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx X XxXxxxxx Name: Xxxxxxx X XxXxxxxx Title: Vice President SECURITY AND PLEDGE AGREEMENT (TOPBUILD CORP.) EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ _the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]:: No. of Shares Certificate No. and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. [ASSIGNOR] By: Name: Title: EXHIBIT B GRANT OF SECURITY INTEREST IN COPYRIGHTS [see attached] GRANT OF SECURITY INTEREST IN COPYRIGHTS [DATE] FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, each of the undersigned (each, individually, a “Grantor”, and collectively, the “Grantors”), hereby grants to AXOS BANK, a federally chartered savings bank, as administrative agent for itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Grantee”), a continuing security interest in (i) all of such Grantor’s right, title and interest in, to and under the copyright registrations and copyright applications (the “Copyrights”) set forth on Schedule A attached hereto, (ii) all proceeds and products of the Copyrights, and (iii) all causes of action arising prior to or after the date hereof for infringement of any of the Copyrights. THIS GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Grant”) is made to secure the satisfactory performance and payment of all the Secured Obligations of each Grantor, as such term is defined in that certain Credit Agreement, dated as of January 18, 2024 (as amended, modified, extended, restated, replaced, amended and restated, or supplemented from time to time, the “Credit Agreement”), by, among others, Xxxxxxx & Xxxxxx Enterprises, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto from time to time, the Lenders party thereto from time to time and Axos Bank, as Administrative Agent and Swingline Lender. This Grant has been granted in conjunction with the security interest granted to the Grantee under that certain Security and Pledge Agreement, dated as of January 18, 2024 (as amended, modified, extended, restated, replaced, amended and restated, or supplemented from time to time, the “Security Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement or the Security Agreement, as applicable). The rights and remedies of the Grantee with respect to the security interest granted

Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORSGRANTORS BRPI ACQUISITION CO LLC, a Delaware limited liability company By: TOPBUILD CORPName: Title: UNITED ONLINE, INC.,a Delaware corporation By: Name: Title: YMAX CORPORATION, a Delaware corporation By: Name: Title: NETZERO, INC., a Delaware Corporation corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer AMERICAN NATIONAL JUNO ONLINE SERVICES, INC., a Delaware corporation By: Name: Title: Security and Pledge Agreement JUNO INTERNET SERVICES, INC., a Delaware corporation By: Name: Title: CLASSMATES MEDIA CORPORATION, a Delaware corporation By: Name: Title: NETZERO MODECOM, INC., a Delaware corporation By: Name: Title: NETZERO WIRELESS, INC., a Delaware corporation By: Name: Title: UNITED ONLINE ADVERTISING NETWORK, INC., a Delaware corporation By: Name: Title: Security and Pledge Agreement UNITED ONLINE WEB SERVICES, a Delaware corporation By: Name: Title: MAGICJACK HOLDINGS CORPORATION, a Delaware corporation By: Name: Title: BROADSMART HOLDING CO INC., a Delaware corporation By: Name: Title: BROADSMART GLOBAL, INC., a Florida corporation By: Name: Title: MAGICJACK LP, a Delaware limited partnership By: Name: Title: Security and Pledge Agreement YMAX COMMUNICATIONS CORP. OF VIRGINIA, a Virginia corporation By: Name: Title: MAGICJACK SMB, INC., a Florida corporation By: Name: Title: TIGER JET NETWORK, INC., a California corporation BUILDER SERVICES GROUP, INC., a Florida corporation COAST INSULATION CONTRACTORS, INC., a California corporation SERVICE PARTNERS, LLC, a Virginia limited liability company SUPERIOR CONTRACTING CORPORATION, a Delaware corporation TOPBUILD SERVICES GROUP CORP., a Delaware corporation TRUTEAM, LLC, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Treasurer SECURITY AND PLEDGE AGREEMENT (TOPBUILD CORP.) Accepted and agreed to as of the date first above written. BANK BANC OF AMERICACALIFORNIA, N.A., as Administrative Agent By: /s/ Xxxxxxx X XxXxxxxx Name: Xxxxxxx X XxXxxxxx Title: Vice President SECURITY AND PLEDGE AGREEMENT (TOPBUILD CORP.) EXHIBIT A [FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of [___________], a [_________] [corporation] [limited liability company]: