0001140361-16-076608 Sample Contracts

DXP ENTERPRISES, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 15th, 2016 • DXP Enterprises Inc • Wholesale-industrial machinery & equipment • Texas

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into by and between DXP Enterprises, Inc., a Texas corporation (the “Company”), and [Recipient Name] (the “Recipient”), pursuant to the terms and conditions of the DXP Enterprises, Inc. 2016 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”), a copy of which has previously been made available to the Recipient and the terms and provisions of which are incorporated by reference herein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

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FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 15th, 2016 • DXP Enterprises Inc • Wholesale-industrial machinery & equipment • New York

This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of August 15, 2016, is by and among DXP ENTERPRISES, INC., a Texas corporation ("US Borrower"), DXP CANADA ENTERPRISES LTD., a corporation organized under the laws of British Columbia, Canada ("Canadian Borrower" and together with US Borrower, the "Borrowers"), the lenders who are party to this Amendment (the "Consenting Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

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