0001140361-22-013260 Sample Contracts

DESRI Inc. Common Stock Underwriting Agreement
Underwriting Agreement • April 6th, 2022 • DESRI Inc. • Electric services • New York

DESRI Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ● ] shares of common stock, par value $0.01 per share, of the Company (the “Stock”) and, at the election of the Underwriters, up to [ ● ] additional shares of Stock, and the stockholders of the Company named in Schedule III hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [ ● ] shares of Stock and, at the election of the Underwriters, up to [ ● ] additional shares of Stock. The aggregate of [ ● ] shares of Stock to be sold by the Company and the Selling Stockholders are herein called the “Firm Shares,” and the aggregate of the [ ● ] additional shares to be sold by the Company and the Selling Stockholders are herein called the “Option

DESRI INC. DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (ANNUAL AWARD)
Restricted Stock Award Agreement • April 6th, 2022 • DESRI Inc. • Electric services • Delaware

This Director Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of [__________] [__], [2022] (the “Date of Grant”), is made by and between DESRI Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the DESRI Inc. 2022 Omnibus Incentive Plan (as may be amended and/or restated from time to time, the “Plan”).

DESRI INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 6th, 2022 • DESRI Inc. • Electric services • Delaware

This Restricted Stock Award Agreement (this “Restricted Stock Award Agreement”), dated as of [__________] [__], [2022] (the “Date of Grant”), is made by and between DESRI Inc., a Delaware corporation (the “Company”), and [___________] (the “Participant”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the DESRI Inc. 2022 Omnibus Incentive Plan (as may be amended and/or restated from time to time, the “Plan”).

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Registration Rights Agreement • April 6th, 2022 • DESRI Inc. • Electric services • New York
REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • April 6th, 2022 • DESRI Inc. • Electric services • New York

This REVOLVING CREDIT AGREEMENT dated as of January 24, 2022, is by and between (i) until the occurrence of the IPO Incremental Closing Date, DESRI HOLDINGS, L.P., a Delaware limited partnership (the “Initial Borrower”), and following the occurrence of the IPO Incremental Closing Date, DESRI inc., a Delaware corporation (the “Incremental Borrower” and, together with the Initial Borrower prior to the IPO Incremental Closing Date, the “Borrower”), (ii) the lending institutions that are parties hereto as Lenders (as defined below) which as of the date of this Agreement, consist of those Lenders listed on Schedule I, (iii) KEYBANK NATIONAL ASSOCIATION, acting in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”, and together with the Administrative Agen