Nuverra Environmental Solutions, Inc. Sample Contracts

Nuverra Environmental Solutions, Inc. – LETTER TO STOCKHOLDERS WHO ARE RECORDHOLDERS NUVERRA ENVIRONMENTAL SOLUTIONS, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Nuverra Environmental Solutions, Inc. (December 7th, 2018)

This letter is being distributed by Nuverra Environmental Solutions, Inc. (“Nuverra”) to all holders of record (the “Recordholders”) of shares of its common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., New York Time, on December 10, 2018 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Common Stock. The Subscription Rights and Common Stock are described in the prospectus dated December 10, 2018 (a copy of which accompanies this letter) (the “Prospectus”).

Nuverra Environmental Solutions, Inc. – INSTRUCTIONS FOR USE OF NUVERRA ENVIRONMENTAL SOLUTIONS, INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS (December 7th, 2018)

The following instructions relate to a rights offering (the “Rights Offering”) by Nuverra Environmental Solutions, Inc., a Delaware corporation (“Nuverra”), to the holders of record (the “Recordholders”) of its common stock, par value $0.01 per share (the “Common Stock”), as described in the prospectus dated December 10, 2018 (the “Prospectus”). Recordholders of Common Stock as of 5:00 p.m., New York Time, on December 10, 2018 (the “Record Date”) are receiving, at no charge, non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Common Stock (the “Underlying Shares”). In the Rights Offering, Nuverra is offering up to 3,381,894 Underlying Shares.

Nuverra Environmental Solutions, Inc. – LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEE HOLDERS NUVERRA ENVIRONMENTAL SOLUTIONS, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Nuverra Environmental Solutions, Inc. (December 7th, 2018)

This letter is being distributed to brokers, dealers, banks, and other nominees in connection with the rights offering (the “Rights Offering”) by Nuverra Environmental Solutions, Inc. (“Nuverra”) of shares of Common Stock (as such term is defined below), pursuant to non-transferable subscription rights (the “Subscription Right”) distributed to all holders of record (the “Recordholders”) of shares of Nuverra common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., New York Time, on December 10, 2018 (the “Record Date”). The Subscription Rights and Common Stock are described in the prospectus dated December 10, 2018 (the “Prospectus”).

Nuverra Environmental Solutions, Inc. – INSTRUCTIONS FOR USE OF NUVERRA ENVIRONMENTAL SOLUTIONS, INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS (December 4th, 2018)

The following instructions relate to a rights offering (the “Rights Offering”) by Nuverra Environmental Solutions, Inc., a Delaware corporation (“Nuverra”), to the holders of record (the “Recordholders”) of its common stock, par value $0.01 per share (the “Common Stock”), as described in the prospectus dated December 10, 2018 (the “Prospectus”). Recordholders of Common Stock as of 5:00 p.m., New York Time, on December 10, 2018 (the “Record Date”) are receiving, at no charge, non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Common Stock (the “Underlying Shares”). In the Rights Offering, Nuverra is offering up to 3,381,894 Underlying Shares.

Nuverra Environmental Solutions, Inc. – LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEE HOLDERS NUVERRA ENVIRONMENTAL SOLUTIONS, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Nuverra Environmental Solutions, Inc. (December 4th, 2018)

This letter is being distributed to brokers, dealers, banks, and other nominees in connection with the rights offering (the “Rights Offering”) by Nuverra Environmental Solutions, Inc. (“Nuverra”) of shares of Common Stock (as such term is defined below), pursuant to non-transferable subscription rights (the “Subscription Right”) distributed to all holders of record (the “Recordholders”) of shares of Nuverra common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., New York Time, on December 10, 2018 (the “Record Date”). The Subscription Rights and Common Stock are described in the prospectus dated December 10, 2018 (the “Prospectus”).

Nuverra Environmental Solutions, Inc. – LETTER TO STOCKHOLDERS WHO ARE RECORDHOLDERS NUVERRA ENVIRONMENTAL SOLUTIONS, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Nuverra Environmental Solutions, Inc. (December 4th, 2018)

This letter is being distributed by Nuverra Environmental Solutions, Inc. (“Nuverra”) to all holders of record (the “Recordholders”) of shares of its common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., New York Time, on December 10, 2018 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Common Stock. The Subscription Rights and Common Stock are described in the prospectus dated December 10, 2018 (a copy of which accompanies this letter) (the “Prospectus”).

Nuverra Environmental Solutions, Inc. – SEPARATION AGREEMENT AND MUTUAL RELEASE (December 3rd, 2018)

This SEPARATION AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and entered into between Edward A. Lang III (hereinafter referred to as “Employee”), who currently resides in the State of South Carolina, and Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”). Employee and the Company are also referred to herein individually as a “Party” and collectively as the “Parties”. Unless otherwise specified, capitalized terms have the meanings set forth herein, but if not defined in this Agreement, then capitalized terms shall have the meaning given to them in the Employment Agreement. This Agreement is made in light of the following:

Nuverra Environmental Solutions, Inc. – EMPLOYMENT AGREEMENT (November 21st, 2018)

This Employment Agreement (the “Agreement”) is made and entered into by and between Stacy Hilgendorf (the “Employee”) and Nuverra Environmental Solutions, Inc. (the “Company”), effective as of November 15, 2018 (the “Effective Date”).

Nuverra Environmental Solutions, Inc. – EMPLOYMENT AGREEMENT (November 21st, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) dated November 19, 2018 (the “Effective Date”) between Charles K. Thompson (“Employee”) and Nuverra Environmental Solutions, Inc. (the “Company”) (each of the Employee and the Company, a “Party,” and collectively, the “Parties”) provides:

Nuverra Environmental Solutions, Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT (October 11th, 2018)

THIS SECOND LIEN TERM LOAN CREDIT AGREEMENT (this “Agreement”), is entered into as of August 7, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), and NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”).

Nuverra Environmental Solutions, Inc. – SUBORDINATION AGREEMENT (October 11th, 2018)

This SUBORDINATION AGREEMENT (this “Agreement”) is dated as of October 5, 2018, and entered into by and among ACF FINCO I LP, a Delaware limited partnership, in its capacity as administrative agent under the Senior Loan Documents (as defined herein) (in such capacity, together with its successors and assigns in such capacity from time to time, “Senior Agent”), WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent under the Senior Subordinated Loan Documents (as defined herein) (in such capacity, together with its successors and assigns in such capacity from time to time, the “Senior Subordinated Agent”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent under the Junior Subordinated Loan Documents (as defined herein) (in such capacity, together with its successors and assigns in such capacity from time to time, the “Junior Subordinated Agent”).

Nuverra Environmental Solutions, Inc. – EQUITY PURCHASE AGREEMENT among SELLERS DAVID NIEDERST IRREVOCABLE TRUST STILLWATER SEVEN, LLC and BUYER NUVERRA OHIO DISPOSAL LLC dated as of October 5, 2018 (October 11th, 2018)

This Equity Purchase Agreement (this “Agreement”), dated as of October 5, 2018, is entered into by and among the David Niederst Irrevocable Trust (the “Trust”), Stillwater Seven, LLC an Ohio limited liability company (“Stillwater,” and together with the Trust, the “Sellers”), and Nuverra Ohio Disposal LLC, a Delaware limited liability company (“Buyer”) and wholly-owned subsidiary of Nuverra Environmental Solutions, Inc., a Delaware corporation.

Nuverra Environmental Solutions, Inc. – FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (October 11th, 2018)

This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of October 5, 2018, is entered into by and among ACF FINCO I LP, a Delaware limited partnership, in its capacity as administrative agent under the Senior Loan Documents (in such capacity, together with its successors and assigns in such capacity from time to time, “Senior Agent”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent under the Subordinated Loan Documents (in such capacity, together with its successors and assigns in such capacity from time to time, the “Subordinated Agent”). Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Intercreditor Agreement referred to below.

Nuverra Environmental Solutions, Inc. – BRIDGE TERM LOAN CREDIT AGREEMENT by and among WILMINGTON SAVINGS FUND SOCIETY, FSB, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and NUVERRA ENVIRONMENTAL SOLUTIONS, INC. as Borrower Dated as of October 5, 2018 (October 11th, 2018)

THIS BRIDGE TERM LOAN CREDIT AGREEMENT (this “Agreement”), is entered into as of October 5, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”) and the Guarantors party hereto.

Nuverra Environmental Solutions, Inc. – GUARANTY AGREEMENT (October 11th, 2018)

This GUARANTY AGREEMENT (this “Agreement”), dated as of October 5, 2018, among the Persons listed on the signature pages hereof as “Guarantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Guarantor” and collectively, the “Guarantors”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

Nuverra Environmental Solutions, Inc. – October 5, 2018 CONFIDENTIAL TO: (October 11th, 2018)

Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”), has advised each of the undersigned (collectively, the “Backstop Parties” and individually each a “Backstop Party”) that the Company intends to initiate a rights offering (the “Rights Offering”) to all of its common shareholders (“Common Shareholders”) as of the record date (the “Record Date”) to be set by the Board of Directors of the Company (the “Board of Directors”) pursuant to which the Company will distribute to such Common Stockholders on a pro rata basis at no charge purchase rights (each a “Basic Subscription Right”) to the holders of common stock (“Common Stock”) as of the Record Date. Each Common Shareholder that exercises its Basic Subscription Rights in full may subscribe for additional shares of Common Stock, to the extent available, on the terms set forth in the attached Exhibit A (the “Term Sheet”) (the “Over-Subscription Right” and, together with the Basic Subscription Rights, the “Subscript

Nuverra Environmental Solutions, Inc. – JOINDER TO INTERCOMPANY SUBORDINATION AGREEMENT (October 11th, 2018)

JOINDER TO INTERCOMPANY SUBORDINATION AGREEMENT (this “Joinder”) dated as of October 5, 2018, to the Intercompany Subordination Agreement dated as of August 7, 2017 (as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, the “Agreement”) by and among each of the persons originally party thereto as an “Obligor” (the “Original Obligors”), ACF FINCO I LP, an entity managed by Ares Management, L.P., as administrative agent for each member of the First Lien Lender Group (in such capacity, together with its successors and assigns in such capacity, the “First Lien Agent”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent for each member of the Second Lien Lender Group (in such capacity, together with its successors and assigns in such capacity, “Second Lien Agent”; and together with the First Lien Agent, collectively, the “Agents”).

Nuverra Environmental Solutions, Inc. – SECOND LIEN GUARANTY AND SECURITY AGREEMENT JOINDER (October 11th, 2018)

Joinder (this “Joinder”), dated as of October 5, 2018, to the Second Lien Guaranty and Security Agreement, dated as of August 7, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “Second Lien Guaranty and Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

Nuverra Environmental Solutions, Inc. – JOINDER TO FIRST LIEN GUARANTY AND SECURITY AGREEMENT (October 11th, 2018)

Joinder (this “Joinder”), dated as of October 5, 2018, to the First Lien Guaranty and Security Agreement, dated as of August 7, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “First Lien Guaranty and Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and ACF FINCO I LP, a Delaware limited partnership, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

Nuverra Environmental Solutions, Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT (October 11th, 2018)

THIS FIRST LIEN CREDIT AGREEMENT (this “Agreement”), is entered into as of August 7, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), ACF FINCO I LP, an entity managed by Ares Management, L.P., as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), and NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”).

Nuverra Environmental Solutions, Inc. – EMPLOYMENT AGREEMENT (June 21st, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) dated June 18, 2018 (the “Effective Date”) between Robert Fox (“Employee”) and Nuverra Environmental Solutions, Inc. (the “Company”) (each of the Employee and the Company, a “Party,” and collectively, the “Parties”) provides:

Nuverra Environmental Solutions, Inc. – ENGAGEMENT AGREEMENT (May 9th, 2018)

This Engagement Agreement (this “Agreement”) is entered into as of the 2nd day of March, 2018 (the “Effective Date”) by and between Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”), and Charles K. Thompson (the “Interim CEO”).

Nuverra Environmental Solutions, Inc. – April 20, 2018 Nuverra Environmental Solutions, Inc. 14624 N. Scottsdale Road, Suite 300 Scottsdale, AZ 85254 Re: Registration Statement on Form S-1 Filed by Nuverra Environmental Solutions, Inc. Ladies and Gentlemen: (April 20th, 2018)

We have acted as counsel for Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”), in connection with the registration for resale from time to time, on a continuous or delayed basis, of up to 10,449,214 shares of the Company’s common stock, par value $0.01 (the “Common Stock”), by the selling stockholders identified in the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company to effect the registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), and to which this opinion has been filed as an exhibit. The Common Stock was issued pursuant to the Amended Prepackaged Plans of Reorganization of the Company and certain of its material subsidiaries (together, and as amended, the “Plan”), as confirmed by an order approving the Plan (the “Order”) entered by the United States Bankruptcy Court for the District of Delaware on July 25, 2017. This opinion is being furnished in accordance with the r

Nuverra Environmental Solutions, Inc. – March 16, 2018 Nuverra Environmental Solutions, Inc. 14624 N. Scottsdale Road, Suite 300 Scottsdale, AZ 85254 Re: Registration Statement on Form S-1 Filed by Nuverra Environmental Solutions, Inc. Ladies and Gentlemen: (March 16th, 2018)

We have acted as counsel for Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”), in connection with the registration for resale from time to time, on a continuous or delayed basis, of up to 10,449,214 shares of the Company’s common stock, par value $0.01 (the “Common Stock”), by the selling stockholders identified in the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company to effect the registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), and to which this opinion has been filed as an exhibit. The Common Stock was issued pursuant to the Amended Prepackaged Plans of Reorganization of the Company and certain of its material subsidiaries (together, and as amended, the “Plan”), as confirmed by an order approving the Plan (the “Order”) entered by the United States Bankruptcy Court for the District of Delaware on July 25, 2017. This opinion is being furnished in accordance with the r

Nuverra Environmental Solutions, Inc. – SEPARATION AGREEMENT AND MUTUAL RELEASE (March 5th, 2018)

This SEPARATION AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and entered into between Mark D. Johnsrud (hereinafter referred to as “Employee”), who currently resides in the State of North Dakota, and Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”). Employee and the Company are also referred to herein individually as a “Party” and collectively as the “Parties”. Unless otherwise specified, capitalized terms have the meanings set forth herein, but if not defined in this Agreement, then capitalized terms shall have the meaning given to them in the Employment Agreement. This Agreement is made in light of the following:

Nuverra Environmental Solutions, Inc. – Nuverra Environmental Solutions, Inc. 2017 Long Term Incentive Plan (February 23rd, 2018)
Nuverra Environmental Solutions, Inc. – NUVERRA ENVIRONMENTAL SOLUTIONS, INC. Federal Taxpayer Identification No.: 26-0287117 14624 North Scottsdale Road, Suite 300 Scottsdale, Arizona 85254 (February 23rd, 2018)

Effective February 23, 2018, (“Award Date”) you have been granted an Award of Performance Restricted Stock Units (“Awarded Performance Units”) for settlement in 531,618 shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC. (the “Company”) common stock, par value $0.01 per share (“Shares”). This Award is not settled in Shares until the vesting date shown below, conditioned upon both the Service Condition and Performance Condition being met.

Nuverra Environmental Solutions, Inc. – NUVERRA ENVIRONMENTAL SOLUTIONS, INC. Federal Taxpayer Identification No.: 26-0287117 14624 North Scottsdale Road, Suite 300 Scottsdale, Arizona 85254 (February 23rd, 2018)

Effective             , 2018, (“Award Date”) you have been granted an Award of Restricted Stock Units (“Awarded RSUs”) for                  shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC. (the “Company”) common stock, par value $0.01 per share (“Shares”). This Award is not settled in Shares until the vesting date(s) shown below.

Nuverra Environmental Solutions, Inc. – NUVERRA ENVIRONMENTAL SOLUTIONS, INC. Federal Taxpayer Identification No.: 26-0287117 14624 North Scottsdale Road, Suite 300 Scottsdale, Arizona 85254 (February 23rd, 2018)

Effective February 23, 2018, (“Award Date”) you have been granted an Award of Restricted Stock Units (“Awarded RSUs”) for 531,618 shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC. (the “Company”) common stock, par value $0.01 per share (“Shares”). This Award is not settled in Shares until the vesting date(s) shown below.

Nuverra Environmental Solutions, Inc. – NUVERRA ENVIRONMENTAL SOLUTIONS, INC. 2018 RESTRICTED STOCK PLAN FOR DIRECTORS (February 23rd, 2018)

THIS NUVERRA ENVIRONMENTAL SOLUTIONS, INC. 2018 RESTRICTED STOCK PLAN FOR DIRECTORS (the “Plan”) is made effective this 22nd day of February, 2018, to govern the grant of shares of restricted stock to Directors of the Company.

Nuverra Environmental Solutions, Inc. – NUVERRA ENVIRONMENTAL SOLUTIONS, INC. Federal Taxpayer Identification No.: 26-0287117 14624 North Scottsdale Road, Suite 300 Scottsdale, Arizona 85254 (February 23rd, 2018)

Effective             , 2018, (“Award Date”) you have been granted an Award of Performance Restricted Stock Units (“Awarded Performance Units”) for settlement in                  shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC. (the “Company”) common stock, par value $0.01 per share (“Shares”). This Award is not settled in Shares until the vesting date shown below, conditioned upon both the Service Condition and Performance Condition being met.

Nuverra Environmental Solutions, Inc. – NUVERRA ENVIRONMENTAL SOLUTIONS, INC. Federal Taxpayer Identification No.: 26-0287117 14624 North Scottsdale Road, Suite 300 Scottsdale, Arizona 85254 (February 23rd, 2018)

Effective August 7, 2017 (“Grant Date”), you (“Option Holder”) have been granted a nonqualified stock option to buy 354,411 Shares of NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (the “Company”) common stock, par value $0.01 per share (“Shares”), at an exercise price of $37.03 per Share (“Exercise Price”).

Nuverra Environmental Solutions, Inc. – RESTRICTED STOCK GRANT AGREEMENT PURSUANT TO THE NUVERRA ENVIRONMENTAL SOLUTIONS, INC. 2018 RESTRICTED STOCK PLAN FOR DIRECTORS (February 23rd, 2018)

RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), dated as of                     , (the “Date of Grant”) between Nuverra Environmental Solutions, Inc., a Delaware corporation (the “Company”), and                      (the “Grantee”).

Nuverra Environmental Solutions, Inc. – EMPLOYMENT AGREEMENT (August 29th, 2017)

This EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) dated August 23, 2017 (the “Effective Date”) between Ed Lang (“Employee”) and Nuverra Environmental Solutions, Inc. (the “Company”) (each of the Employee and the Company, a “Party,” and collectively, the “Parties”) provides:

Nuverra Environmental Solutions, Inc. – FIRST LIEN CREDIT AGREEMENT by and among ACF FINCO I LP, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and NUVERRA ENVIRONMENTAL SOLUTIONS, INC. as Borrower Dated as of August 7, 2017 (August 11th, 2017)

THIS FIRST LIEN CREDIT AGREEMENT (this “Agreement”), is entered into as of August 7, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), ACF FINCO I LP, an entity managed by Ares Management, L.P., as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), and NUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”).