Common use of Exhibits and Schedules Clause in Contracts

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Seasonal Borrowing Base Certificate Notice Exhibit C-1 Form of Compliance Certificate Exhibit I-1 D Form of Imported Goods Agreement DDA Notification Exhibit L-1 Form of LIBOR Notice Exhibit M Form of Borrowing Base Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule F-1 Freight Forwarders Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions 2.8(a) Cash Management Banks Schedule R-1 Real Property Collateral 5.4 Locations of Inventory Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a5.6(a) States of Organization Schedule 4.6(b5.6(b) Chief Executive Offices Schedule 4.6(c5.6(c) Organizational Identification Numbers XXXXx Schedule 4.6(d5.7(b) Commercial Tort Claims Capitalization of Borrower Schedule 4.7(b5.7(c) Capitalization of Borrower’s Subsidiaries Schedule 5.9 Litigation Schedule 4.12 5.13 Environmental Matters Schedule 4.13 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 5.20 Credit Card Processors Schedule 5.23 Investment Property Schedule 5.24 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 6.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 7.10 Investments Schedule 7.11 Transactions with Affiliates LOAN, GUARANTY AND SECURITY AGREEMENT THIS CREDIT LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is entered into as of October 28February 20, 20102009, by and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL RETAIL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders and joint lead arranger (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITEDand CIT CAPITAL SECURITIES LLC, a Delaware corporation (“Parent”)limited liability company, as syndication agent and HAMPSHIRE DESIGNERSas joint lead arranger, and, on the other hand, GORDMANS, INC., a Delaware corporation (“Hampshire DesignersBorrower”)) and the Guarantors identified on the signature pages hereof (together with Borrower, ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “BorrowersCredit Parties” and each individually, individually as a “BorrowerCredit Party”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 C-2 Form of Imported Goods Agreement Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28June 30, 20102011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITEDand UNIFY CORPORATION, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 D-1 Form of Imported Goods Agreement Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons [Reserved] Schedule C-1 Revolver Commitments Schedule D-1 Designated Account E-1 Existing Hedge Obligations Schedule E-1 Eligible Inventory Locations E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.6 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into dated as of October 28March 13, 20102020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK OF AMERICA, LLC, a Delaware limited liability companyN.A., as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPand CLEVELAND-CLIFFS INC., LIMITED, a Delaware an Ohio corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit I-1 Form of Imported Goods Agreement IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Certificates, and Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28March 16, 20102015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSAPPFOLIO, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 D-1 Form of Imported Goods Agreement U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit D-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Benefit Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 5.15 Chief Executive Office Schedule 6.5 Nature of Business THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28January 14, 2010, 2015 by and among among, the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, NATIONAL ASSOCIATION, a national banking association, as administrative and collateral agent (together with its successors and assigns, “Agent”), Xxxxxxx Group LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation successor to Xxxxxxx Group Inc. (“ParentRevolving Loan Borrower”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, 100 Maple LLC, a Delaware limited liability company (“Xxxxx XxxxxTerm Loan Borrower”; Hampshire Designerstogether with Revolving Loan Borrower, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and referred to hereinafter each individually, individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.

Exhibits and Schedules. Exhibit EXHIBIT A-1 Form of Leases EXHIBIT A-2 Xxxxx EXHIBIT A-3 Marketing Agreements to be Assigned EXHIBIT B Excluded Assets EXHIBIT C Buyer Certificate EXHIBIT D-1 Seller Certificate EXHIBIT D-2 Seller Certificate EXHIBIT E Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods EXHIBIT F Transition Services Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 AgentEXHIBIT G-1 Deed EXHIBIT G-2 Mineral Deed SCHEDULE 1.1-A Seller’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(bKnowledge Individuals SCHEDULE 1.1-B Buyer’s Knowledge Individuals SCHEDULE 2.8(a) Purchase Price Allocation SCHEDULE 2.8(b) Tax Allocation SCHEDULE 3.4(c) Insurance SCHEDULE 6.3 Consents or Approvals SCHEDULE 6.4 Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental SCHEDULE 6.6 Legal Proceedings SCHEDULE 6.8 Tax Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 SCHEDULE 6.9 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations SCHEDULE 6.9(a)(xiii) Specified Company Contracts SCHEDULE 6.10 Violation of Inventory Schedule 5.1 Financial StatementsLaws SCHEDULE 6.11 Preferential Purchase Rights SCHEDULE 6.12 Imbalances SCHEDULE 6.14 Current Commitments SCHEDULE 6.15 Tax Partnerships SCHEDULE 6.16 Production Taxes SCHEDULE 6.17(d) Employee Matters SCHEDULE 6.21 Easements SCHEDULE 6.22 Oil and Gas Operations SCHEDULE 6.23 Current Bonds SCHEDULE 8.1(a)(ii)(E) Approved Expenditures SCHEDULE 8.7(e) Specified Consents SCHEDULE 8.10(b) Available Employees SCHEDULE 8.10(g) Certain Available Employees PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (together with the Exhibits and Schedules made a part hereof, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), dated the 9th day of June, 2013 (the “Execution Date”), is entered into as of October 28, 2010, made by and among the lenders identified on the signature pages hereof (each of such lendersEP Energy E&P Company, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLCL.P., a Delaware limited liability companypartnership, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITEDEPE Nominee Corp., a Delaware corporation (together, “ParentSeller”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”)on the one hand, and XXXXX XXXXXAtlas Resource Partners, LLCL.P., a Delaware limited liability company partnership (“Xxxxx XxxxxBuyer”; Hampshire Designers), Item-Eyes on the other hand. Seller and Xxxxx Xxxxx Buyer are herein sometimes hereinafter referred to individually as a “Party” and collectively called as the “Borrowers” and each individually, a “BorrowerParties”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 A Subject Interests (Listing of Leases) Exhibit B Xxxxx and Interests Exhibit C Certain Excluded Assets Exhibit D Allocated Values Exhibit E Assignment and Xxxx of Sale Exhibit F Project Area Exhibit G Form of Assignment and Acceptance Sellers Parent Guaranty Exhibit B-1 H Form of Borrowing Base Certificate Transition Services Agreement Exhibit C-1 I Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Buyer Parent Guaranty Schedule A-1 Agent’s Account 1.02(e) Personal Property Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort 5.06 Existing Claims Schedule 4.7(b) and Litigation Schedule 4.12 5.09 Consents and Preferential Rights Schedule 5.11 Material Contracts Schedule 5.11(d) No Disclosure Contracts Schedule 5.13 Personal Property and Xxxxx Schedule 5.14 Environmental Matters Schedule 4.13 Intellectual Property 5.15 Imbalances Schedule 4.14 Leases 5.16 Drilling Obligations Schedule 4.15 Deposit Accounts 5.17 Current Capital Commitments Schedule 5.18 Plugging and Securities Accounts Abandonment Obligations Schedule 4.17 Material Contracts 5.19 Prepayments Schedule 4.19 Permitted Indebtedness 5.20 Tax Partnerships Schedule 4.30 Locations 5.21 Operation of Inventory Assets Schedule 5.1 Financial Statements, Reports, Certificates 5.22 Non-Consent Operations Schedule 5.2 Collateral Reporting 5.23 Compliance with Permits Schedule 6.6 Nature 5.24 Payments for Production Schedule 5.25 Payout Balances Schedule 5.26 Suspense Funds Schedule 5.28 Surface Rights Schedule 5.29 Compliance with Laws Schedule 5.32 Bonds and Letters of Business CREDIT Credit Schedule 13.01 Operations after Execution Date PURCHASE AND SALE AGREEMENT THIS CREDIT AGREEMENT This Purchase and Sale Agreement (this “Agreement”), ) is made and entered into as this 3rd day of October 28April, 20102013 (the “Execution Date”), by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEPanther Energy Company, LLC, a Delaware limited liability company, as agent for doing business under the Lenders trade name Xxxxxx Exploration, LLC in Texas (in such capacity, together with its successors and assigns in such capacity, “AgentPanther”), HAMPSHIRE GROUPRed Willow Mid-Continent, LIMITEDLLC, a Delaware corporation Colorado limited liability company (“ParentRed Willow”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXLinn Energy Holdings, LLC, a Delaware limited liability company (“Xxxxx XxxxxLinn”; Hampshire Designers, Item-Eyes ) and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyMidstates Petroleum Company LLC, a Delaware limited liability company (“BorrowerBuyer”). The parties agree Panther, Red Willow and Linn are sometimes collectively referred to herein as follows:“Sellers” and individually as “Seller.” Buyer and Sellers are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

Exhibits and Schedules. Exhibits Exhibit A-1 A Form of Pledge Agreement Exhibit B Form of Security Agreement Exhibit C Form of Trademark Security Agreement Exhibit D Form of Borrowing Notice Exhibit E Form of Borrowing Base Certificate Exhibit F Form of Revolving Credit Note Exhibit G Form of Term Note Exhibit H Form of Assignment and Acceptance Exhibit B-1 I Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Reaffirmation Agreement Exhibit L-1 Form of LIBOR Notice Schedules Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 1.01(a) Eligible Inventory Locations Schedule P-1 Permitted 1.01(b) Eligible Trade Letter of Credit Locations Schedule 1.01(c) Existing Letters of Credit Schedule 7.04 Litigation Schedule 7.06 Trademarks Schedule 7.09 Direct and Indirect Subsidiaries; Inactive Subsidiaries; Ownership of Guarantors, Investments Schedule P-2 Permitted Liens 7.13 Labor Disputes and Acts of God Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 7.21 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 9.03 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business Liens AMENDED AND RESTATED CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into AND GUARANTY dated as of October 28February 14, 20102008, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“ParentBorrower”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation . (“Item-Eyes”), SB CORPORATION (“SB”) and XXXXX XXXXXXXXXXX, LLC, a Delaware limited liability company INC. (“Xxxxx XxxxxXxxxxx”; Hampshire Designers), Item-Eyes HSBC BANK USA, NATIONAL ASSOCIATION, (“HSBC”), JPMORGAN CHASE BANK, N.A. (“Chase”), ISRAEL DISCOUNT BANK OF NEW YORK (“IDB”), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), BANK LEUMI USA (“Bank Leumi”), and Xxxxx Xxxxx are herein SOVEREIGN BANK (“Sovereign”, and together with HSBC, Chase, IDB, Wachovia, Bank Leumi, individually a “Bank” and collectively called the “Borrowers” and each individually, a “BorrowerBanks”). The parties agree , HSBC as follows:Letter of Credit Issuing Bank for all Letters of Credit, and HSBC, as Agent for the Banks (in such capacity, together with any successors in such capacity, the “Agent”).

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 J-1 Form of Imported Goods Agreement Joinder Exhibit L-1 P-1 Form of LIBOR Notice Perfection Certificate Schedule A-1 Agent’s Agent Payment Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions 2.12 SOFR Replacement Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.22 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business [**Exhibit P-1 and the Schedules listed above, other than Schedule 2.12, have been omitted pursuant to Item 601(a)(5) of Regulation S-K.**] CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of October 28September 30, 2010, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPCVR PARTNERS, LIMITEDLP, a Delaware corporation limited partnership (“Parent”), and HAMPSHIRE DESIGNERS, INC.EAST DUBUQUE NITROGEN FERTILIZERS LLC, a Delaware corporation limited liability company (“Hampshire DesignersEast Dubuque”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXCVR NITROGEN HOLDINGS, LLC, a Delaware limited liability company (“Xxxxx XxxxxCVR Nitrogen Holdings”), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company (“Coffeyville Resources”), CVR NITROGEN, LP, a Delaware limited partnership (“CVR Nitrogen”; Hampshire Designerstogether with Parent, Item-Eyes East Dubuque, CVR Nitrogen Holdings, Coffeyville Resources and Xxxxx Xxxxx are herein collectively called the “those additional entities that hereafter become parties hereto as Borrowers” and each individually, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), and the Subsidiaries of Parent identified on the signature pages hereof as “Guarantors”, and those additional entities that hereafter become parties hereto as Guarantors (each, a “Guarantor” and individually and collectively, jointly and severally, the “Guarantors”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 A Form of Assignment and Acceptance Exhibit B-1 B Information Certificate Exhibit C Form of Compliance Certificate Exhibit D Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 1.36 Commitments Schedule D-1 Designated Account 1.130 Permitted Holders Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d5.2(g) Commercial Tort Claims Schedule 4.7(b) 8.2 Addresses Schedule 8.4 Liens Schedule 8.6 Litigation Schedule 4.12 Environmental Matters 8.10 Bank Accounts Schedule 4.13 8.11 Intellectual Property Schedule 4.14 Leases 8.12 Affiliates and Subsidiaries, etc. Schedule 4.15 Deposit Accounts and Securities Accounts 8.13 Collective Bargaining Agreements Schedule 4.17 8.15 Material Contracts Schedule 4.19 Permitted 8.16 Credit Card Agreements Schedule 9.8(n) Landlord Liens Schedule 9.9 Existing Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements9.10 Loans and Advances AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Amended and Restated Loan and Security Agreement dated January 20, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT 2011 (this “Agreement”), ) is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof Vitamin Shoppe Industries Inc., a New York corporation (each of such lenders“Vitamin Shoppe”), VS Direct Inc., a Delaware corporation (“VS Direct”, and together with their respective successors and permitted assignsVitamin Shoppe, are referred to hereinafter as each individually a “Lender”Borrower” and collectively, “Borrowers” as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEVitamin Shoppe, LLCInc., a Delaware limited liability companycorporation and successor by name change to VS Holdings, Inc. (“Parent” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”” as hereinafter further defined), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Agreement Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule C-2 Credit Card Issuers/Credit Card Processors Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule E-2 Existing Letters of Credit Schedule M-1 Management Agreements Schedule P-1 Permitted Investments LiensInvestments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Indebtedness Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of BorrowerLoan Parties Schedule 4.1(c) Capitalization of Loan Parties’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation 4.11 Employee Benefits Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.26 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Schedule 1.1 As used in the Agreement”), is entered into as of October 28, 2010, by and among the lenders identified on following terms shall have the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as followsfollowing definitions:

Exhibits and Schedules. Exhibit A-1 A — Form of Assignment and Acceptance Assumption Agreement Exhibit B-1 B — Form of Authorization Certificate Exhibit C — Form of Conversion/Extension Exhibit D — Form of Revolving Credit Advance Request Exhibit E — Form of Borrowing Base Certificate Exhibit C-1 F — Form of Compliance Certificate Exhibit I-1 Form Schedule A — Schedule of Imported Goods Agreement Exhibit L-1 Form Lenders Schedule B — Address of LIBOR Notice Lenders Schedule A-1 Agent’s Account C — Excluded Management Agreements Schedule A-2 Authorized Persons D — Management Agreements Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted E — Permanent Investments Schedule P-2 1.1(a) — Permitted Indebtedness Schedule 1.1(b) — Existing Liens and Claims Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) 5.1 — Borrower’s States of Organization Qualifications Schedule 4.6(b) Chief Executive Offices 5.2 — Places of Business Schedule 4.6(c) 5.3 — Judgments, Proceedings, Litigation and Orders Schedule 5.7 — Federal Tax Identification Numbers and Organizational Identification Numbers Schedule 4.6(d5.9 — Subsidiary and Affiliates Schedule 5.10(a) — Existing Guaranties, Investments and Borrowings Schedule 5.10(b) — Leases Schedule 5.11(c) — Employee Benefit Plans Schedule 5.13(a) — Schedule of Names Schedule 5.13(b) — Trademarks, Patents and Copyrights Schedule 5.13(c) — Trademarks, Patents and Copyrights Required to Conduct Business Schedule 5.14(a) — Other Associations Schedule 5.14(b) — Sponsored CDO Offerings Schedule 5.15 — Environmental Disclosure Schedule 5.17 — Capital Stock Schedule 5.19 — Perfection Schedule 5.20 — Commercial Tort Claims Schedule 4.7(b5.21 — Letter of Credit Rights Schedule 5.22 — Deposit Accounts Schedule 6.22(b) Litigation — Post Merger Subsidiaries Not Required to Become Subsidiary Guarantors Schedule 4.12 Environmental 6.23 — Post Closing Matters Schedule 4.13 Intellectual Property 7.4(a) — Transactions with Affiliate and Subsidiaries Schedule 4.14 Leases Schedule 4.15 Deposit Accounts 7.14 — Merger Document Modification AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Amended and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT Restated Loan and Security Agreement (this “Agreement”), ) is entered into dated as of October 28the 1st day of June, 20102009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXXxxxx Brothers, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree , TD Bank, N.A., a national banking association, in its capacity as follows:agent (“Agent”), TD Bank, N.A., in its capacity as issuing bank (“Issuing Bank”) and each of the financial institutions which are now or hereafter identified as Lenders on Schedule A attached hereto and made a part of this Agreement (as such Schedule may be amended, modified or replaced from time to time), (each such financial institution, individually each being a “Lender” and collectively all being “Lenders”).

Exhibits and Schedules. Exhibit A-1 Form A - Escrow Agreement EXHIBIT B - Employment Agreement - X. Xxxxxxxxx EXHIBIT C - Employment Agreement - X. Xxxx SCHEDULE 1.2 -- Interim Period Add-Backs SCHEDULE 1.3 -- Post-Closing Audit Checklist SCHEDULE 3.1 -- Due Organization SCHEDULE 3.6 -- Subsidiaries, Stock and Notes SCHEDULE 3.9 -- Fiscal 1997 Add-Backs SCHEDULE 3.10 -- Financial Statements SCHEDULE 3.11 -- Liabilities and Obligations SCHEDULE 3.13 -- Bank Accounts; Powers of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Attorney SCHEDULE 3.16 -- Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 SCHEDULE 3.17 -- Personal Property SCHEDULE 3.18 -- Intellectual Property SCHEDULE 3.19 -- Significant Customers; Material Contracts and Commitments SCHEDULE 3.20 -- Government Contracts SCHEDULE 3.21 -- Insurance SCHEDULE 3.22 -- Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts SCHEDULE 3.24 -- Employee Benefit Plans SCHEDULE 3.25 -- Taxes SCHEDULE 3.26 -- Conformity with Law; Litigation SCHEDULE 3.28 -- Absence of Changes SCHEDULE 3.30 -- Predecessor Status; Etc. SCHEDULE 3.32 -- ARC Accreditation and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT Bonding SCHEDULE 5.9 -- Soft Dollars SCHEDULE 5.11 -- Nonoperating Assets STOCK PURCHASE AGREEMENT THIS CREDIT STOCK PURCHASE AGREEMENT (this “the "Agreement”), ") is made and entered into as of October 28this 28th day of July, 20101998, by and among the lenders identified on the signature pages hereof (each of such lendersNavigant International, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITEDInc., a Delaware corporation (“Parent”"NII"), Professional Travel Corporation ("PTC"), a Colorado corporation and a wholly-owned subsidiary of NII, Xxxxxxxxx Travel Center, Inc., an Illinois corporation (the "Company"), and HAMPSHIRE DESIGNERS, INCXxxxxxx X. Xxxxxxxxx (the "Shareholder")., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibits: Exhibit A-1 A Assignment and Assumption Agreement Exhibit B Excluded Assets Exhibit C Water Rights Transfer Certificate Exhibit D Vote Sharing Agreement Exhibit E NorthWestern Officer’s Certificate Exhibit F Avista Officer’s Certificate Exhibit G Form of Assignment and Acceptance Deed Conveying Avista’s Interest Exhibit B-1 H Form of Borrowing Base Certificate Notice of Right of First Refusal (with form of waiver) Exhibit C-1 Form I Allocation of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Responsibility for Outage and Capital Costs During Interim Period Schedules: Schedule A-1 Agent’s Account 1.1 Water Rights Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 2.1(a) Real Property Collateral Schedule 1.1 Definitions 2.1(c) Common Facilities Interest and Associated Assets Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b2.1(d) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness 4.4 Title to Avista Colstrip Units 3&4 Interests Schedule 4.30 Locations of Inventory 4.5 No Violation or Breach Schedule 5.1 Financial Statements, Reports, Certificates 4.6 Avista Consents Schedule 5.2 Collateral Reporting 4.7 Material Contracts to Which NorthWestern Is Not a Party Schedule 6.6 Nature 5.5 NorthWestern Consents Schedule 7.1 Conduct of Business CREDIT During Interim Period Schedule 8.6 Other Losses Allocated Based on Pre-Closing Date Project Shares Schedule 8.7 Losses Allocated Based on Post-Closing Project Shares COLSTRIP UNITS 3&4 INTERESTS ABANDONMENT AND ACQUISITION AGREEMENT THIS CREDIT COLSTRIP UNITS 3&4 INTERESTS ABANDONMENT AND ACQUISITION AGREEMENT (this “Agreement”), is entered into dated as of October 28January 16, 20102023, is by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITEDbetween NORTHWESTERN CORPORATION, a Delaware corporation (“ParentNorthWestern”), and HAMPSHIRE DESIGNERS, INC.AVISTA CORPORATION, a Delaware Washington corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “BorrowerAvista”). The parties agree NorthWestern and Avista are sometimes referred to herein individually as follows:a “Party” and collectively as the “Parties.”

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Revolver Borrowing Base Certificate Exhibit B-2 Form of Floorplan Borrowing Base Certificate Exhibit B-3 Form of Aggregate Borrowing Base Certificate Exhibit B-4 Form of Bank Product Purchase Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Defined Terms Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations E-2 Existing Letters of Credit Schedule E-3 Existing Hedge Agreements Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b4.1(e) Chief Executive Offices Fiscal Year Ends Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 ERISA Matters Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14(a) Indebtedness Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14(b) Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule 6.10 Transactions with Affiliates THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28April 3, 20102020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK OF AMERICA, LLCN.A., a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPBANK OF AMERICA, LIMITEDN.A., a Delaware corporation XXXXX FARGO BANK, N.A. and REGIONS BANK, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “ParentJoint Lead Arrangers”), BANK OF AMERICA, X.X. XXXXX FARGO BANK, N.A. and HAMPSHIRE DESIGNERSREGIONS BANK, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), BBVA USA, as documentation agent (in such capacity, together with their successors and assigns in such capacity, the “Documentation Agent”), TITAN MACHINERY, INC., a Delaware corporation (“Hampshire DesignersBorrower”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Resigning Agent”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form Description A Employment Agreement between Purchaser and Xxxxxx B-1 Holdback Note with one-year term issued by Purchaser B-2 Holdback Note with two-year term issued by Purchaser C-1 Noncompetition and Nonsolicitation Agreement between Purchaser and Xxxxxx C-2 Noncompetition and Nonsolicitation Agreement between Purchaser and Seller D Opinion of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Call, Xxxxxx & Xxxxxxx, as counsel to Sellers Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Title Schedule 1.1 Definitions Accounts Payable Schedule 3.1 Conditions Precedent 1.2 Accounts Receivable Schedule 3.6 Conditions Subsequent 1.8 Assumed Contracts Schedule 4.1(b1.43 Inventory Schedule 1.62 Prepaid Expenses Schedule 1.77 Tangible Assets Schedule 2.2(k) Capitalization Telephone and Fax Numbers; Website Schedule 4.1(c) Capitalization 2.3 Excluded Assets Schedule 2.8 Allocation of Subsidiaries Purchase Price Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation 4.9 Permits Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases 4.13 Facilities Schedule 4.15 Deposit Insurance Schedule 4.18 Warranties and Service Payment Obligations Schedule 4.23 Employee Benefit Plans Schedule 6.5 Necessary Consents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 “Accounts and Securities Payable” 1 1.2 “Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Receivable” 1 1.3 “Acquisition” 1 1.4 “Acquisition Proposal” 2 1.5 “Affiliate” 2 1.6 “Ancillary Agreements” 2 1.7 “Assets” 2 1.8 “Assumed Contracts” 2 1.9 “Assumed Liabilities” 2 1.10 “Business” 2 1.11 “Business Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of ” 2 1.12 “Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this Day” 2 1.13 “Agreement”), is entered into as of October 28, 2010, by Business Records” 2 1.14 “Closing” 2 1.15 “Closing Date” 3 1.16 “Closing Statement” 3 1.17 “Code” 3 1.18 “Confidential Information” 3 1.19 “Contracts” 3 1.20 “Copyrights” 3 1.21 “Defenses and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “BorrowersClaims” and each individually, a “Borrower”). The parties agree as follows:3

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.7(a Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent 4.5 Locations of Equipment Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a4.7(a) States of Organization Schedule 4.6(b4.7(b) Chief Executive Offices Schedule 4.6(c4.7(c) Organizational Identification Numbers Schedule 4.6(d4.7(d) Commercial Tort Claims Schedule 4.7(b4.8(b) Capitalization of Borrower Schedule 4.8(c) Capitalization of Borrower’s Subsidiaries Schedule 4.10 Litigation Schedule 4.12 4.14 Environmental Matters Schedule 4.13 4.15 Intellectual Property Schedule 4.14 Leases Schedule 4.15 4.17 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 5.2 Collateral Reporting Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), ) is entered into as of October 28April 29, 20102008, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLCINC., a Delaware limited liability companyCalifornia corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPCOMERICA BANK and KEYBANK NATIONAL ASSOCIATION, LIMITED, a Delaware corporation (“Parent”)as co-documentation agents, and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXSERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows, with reference to the following facts:

Exhibits and Schedules. Exhibit A-1 A Form of Assignment and Acceptance Exhibit B-1 B Information Certificate Exhibit C Form of Compliance Certificate Exhibit D Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 1 Commitments Schedule D-1 Designated Account 1.18 Excluded Capital Leases Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of 1.66 Excluded Subsidiaries Schedule 4.6(a) States 1.118 Petro Existing Letters of Organization Credit Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts 8.16 Credit Card Agreements LOAN AND SECURITY AGREEMENT This Loan and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial StatementsSecurity Agreement dated November 19, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), 2007 is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof (each TravelCenters of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, America LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (TravelCenters” or “Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, TA Leasing LLC, a Delaware limited liability company (“Xxxxx XxxxxTA Leasing”; Hampshire Designers), Item-Eyes TA Operating LLC, a Delaware limited liability company (“TA Operating,” and Xxxxx Xxxxx are herein collectively called together with TravelCenters, TA Leasing and each other Person that becomes a “Borrower” after the date hereof in accordance with Section 9.21 hereof, each individually a “Borrower” and collectively, “Borrowers”), TravelCenters of America Holding Company LLC, a Delaware limited liability Company (“Holding”), Petro Stopping Centers, L.P., a Delaware limited partnership (“Petro”), Petro Distributing Inc., a Delaware corporation (“Petro Distributing”), Petro Financial Corporation, a Delaware corporation (“Petro Financial”), Petro Holdings Financial Corporation, a Delaware corporation (“Petro Holdings”), TCA PSC GP LLC, a Delaware limited liability company (“TCA” and together with Holding, Xxxxx, Xxxxx Distributing, Petro Financial, Petro Holdings and each other Person that becomes a “Guarantor” after the date hereof in accordance with Section 9.21 hereof, each individually a “Guarantor” and collectively, “Guarantors”), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “BorrowerLender” and collectively, “Lenders”) and Wachovia Capital Finance Corporation (Central), an Illinois corporation, in its capacity as agent for Lenders (in such capacity, “Agent”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 - Form of Competitive Bid Request Exhibit A-2 - Form of Notice of Competitive Bid Request Exhibit A-3 - Form of Competitive Bid Exhibit A-4 - Form of Competitive Bid Accept/Reject Letter Exhibit A-5 - Form of Standby Borrowing Request Exhibit B - Administrative Questionnaire Exhibit C - Form of Assignment and Acceptance Exhibit B-1 Form D-1 - Opinion of Borrowing Base Certificate Reid & Xriest LLP, special counsel to the Borrower, TU Electric and Enserch Exhibit C-1 Form D-2 - Opinion of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Worsxxx, Xxrsxxxx & Xoolxxxxxx, X.L.P., general counsel for the Borrower, TU Electric and Enserch Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 2.01 - Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 3.06 - Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business INTERIM FACILITY 5 COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT THIS CREDIT FACILITY AGREEMENT (this “Agreement”the "AGREEMENT"), is entered into dated as of October 28March 6, 20101998, by and among TEXAS UTILITIES COMPANY, a Texas corporation (the "BORROWER"); the lenders identified on the signature pages hereof listed in Schedule 2.01 (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”the "LENDERS"); THE CHASE MANHATTAN BANK ("CHASE"), as that term is hereinafter further definedCompetitive Advance Facility Agent (in such capacity, the "CAF AGENT"); and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION ("CHASE BANK OF TEXAS"), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"; and, together with its successors and assigns in such capacitythe CAF Agent, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”"AGENTS"). The Borrower has requested the Lenders to extend credit in the form of Standby Borrowings (such term and each other capitalized term used herein having the meaning given it in Article I) to the Borrower in an aggregate principal amount at any time outstanding not in excess of $900,000,000. The Borrower has also requested the Lenders to provide a procedure pursuant to which the Borrower may invite the Lenders to bid on an uncommitted basis on short-term borrowings by the Borrower. Subject to the terms and conditions set forth herein, the proceeds of any such borrowings are to be used to finance or refinance (directly or indirectly, including as a commercial paper back-up) equity or subordinated loan advances from the Borrower to FinCx 0 xnd FinCx 0 xn connection with the Acquisition. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. Accordingly, the parties hereto agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 C-2 Form of Imported Goods Agreement Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(a) Business Qualifications Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Loan Parties’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28May 10, 20102012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPFLEETMATICS GROUP LIMITED, LIMITEDan Irish company limited by shares with company number 392886 (“Irish Holdings”), FLEETMATICS USA GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), FLEETMATICS USA HOLDINGS, INC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC.FLEETMATICS (UK) LIMITED, a Delaware corporation private limited company incorporated and registered under the laws of England and Wales (“Hampshire DesignersFleetMatics UK”), ITEM-EYESFLEETMATICS IRL LIMITED, INC., a Delaware corporation an Irish company limited by shares (“Item-EyesFleetMatics Ireland”), FLEETMATICS PATENTS LIMITED, an Irish company limited by shares (“FleetMatics Patents”), SAGEQUEST LLC, an Ohio limited liability company (“SageQuest”), and XXXXX XXXXXFLEETMATICS USA, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 A Form of Note Exhibit B Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 C Form of Compliance Certificate Exhibit I-1 D Form of Imported Goods Agreement Information Certificate Exhibit L-1 E Form of LIBOR LIBORSOFR Notice Exhibit F Form of Solvency Certificate Schedule A-1 A Agent’s Account Schedule A-2 B Authorized Persons Schedule C-1 C Commitments Schedule D-1 D Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Loan Parties Schedule 4.1(c) Capitalization of Loan Parties’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.22 Location of Inventory Schedule 4.24 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 5.18 Post-Closing Schedule 6.5 Nature of Business Schedule 6.14 Burdensome Agreements DB1/ 117299725.7117299725.11 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of October 28September 19, 2010, 2017 by and among LIBERTY OILFIELD SERVICES LLC, a DelawareTexas limited liability company (the “Liberty”), LOS ACQUISITION CO I LLC, a Delaware limited liability company (“LOS” and, together with Liberty, each a “Borrower”, and collectively, the “Borrowers”), LIBERTY OILFIELD SERVICES HOLDINGS LLC, a Delaware limited liability company (“Liberty Holdings”), the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability companyU.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders and collateral agent (in such capacitycapacities, together with its successors and assigns in such capacitycapacities, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 B-2 Form of Borrowing Base Certificate Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries the Loan Parties Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.25 Immaterial Subsidiaries Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28March 18, 20102011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE and JDA SOFTWARE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “BorrowersBorrower” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 P-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Term Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations List of Certificated Equipment Unperfected on the Closing Date Schedule P-1 Permitted Investments Dispositions Schedule P-2 Permitted Liens Investments Schedule P-3 Permitted Art Dispositions Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Post-Closing Items Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Permitted Indebtedness Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.20 Material Contracts Schedule 4.19 Permitted Indebtedness 4.26 Liabilities of Nuverra Rocky Mountain Schedule 4.30 Locations of Inventory 4.27 Other Names and Properties Schedule 4.28 Existing Business Relationships Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.14 Locations of Collateral; Chief Executive Offices Schedule 6.6 6.5 Nature of Business Schedule 6.16 Burdensome Agreements SECOND LIEN TERM LOAN CREDIT AGREEMENT THIS SECOND LIEN TERM LOAN CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28August 7, 20102017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEWILMINGTON SAVINGS FUND SOCIETY, LLC, a Delaware limited liability companyFSB, as administrative agent for each member of the Lenders Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSNUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 EXHIBIT A Form of Assignment and Acceptance Exhibit B-1 Conversion/Continuance Request EXHIBIT B Form of Borrowing Base Certificate Exhibit Pro Rata Loan Request EXHIBIT C-1 Form of Compliance Certificate Exhibit I-1 Competitive Loan Request EXHIBIT C-2 Form of Imported Goods Agreement Exhibit L-1 Notice to Banks EXHIBIT C-3 Form of LIBOR Competitive Bid EXHIBIT C-4 Form of Competitive Bid Accept/Reject Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 EXHIBIT D-1 Form of Pro Rata Note EXHIBIT D-2 Form of Competitive Note EXHIBIT D-3 Form of Swing Line Note EXHIBIT E Form of Swing Line Advance Request EXHIBIT F-1 Form of Opinion of Xxxxxx & Xxxxxxx EXHIBIT F-2 Form of Opinion of Xxxxxxx X. Xxxxxxxx, General Counsel of the Company EXHIBIT G Form of Property Management Exception Report EXHIBIT H Form of Real Estate Investment Criteria EXHIBIT I Subsidiary Guarantee SCHEDULE 1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(bSCHEDULE 5.01(a) Capitalization Schedule 4.1(cSubsidiaries and Joint Ventures of the Company SCHEDULE 5.01(q) Capitalization of Subsidiaries Schedule 4.6(aERISA Liabilities SCHEDULE 5.01(r) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS ----------------------------------------------- AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AGREEMENT, dated as of November 29, 1994 as amended and restated as of December 30, 1997 (this “"Agreement”"), is entered into as among Realty Income Corporation, a Maryland corporation (the "Company"), each of October 28, 2010, by and among the lenders banks identified on the signature pages hereof (each each, a "Bank" and, collectively, the "Banks") and The Bank of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”New York, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent Agent for the Lenders Banks (in such capacity, together the "Agent") and as the Swing Line Bank with its successors and assigns in such capacity, “Agent”respect to Swing Line Advances (as defined below), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Holders Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Investments Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent 4.5(a) Inventory and Equipment Stored with Bailees or Warehousemen Schedule 4.1(b4.5(b) Capitalization Locations of Inventory and Equipment Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a4.7(a) States of Organization Schedule 4.6(b4.7(b) Chief Executive Offices Schedule 4.6(c4.7(c) Organizational Identification Numbers Schedule 4.6(d4.7(d) Commercial Tort Claims Schedule 4.7(b4.8(b) Capitalization of Borrowers Schedule 4.8(c) Capitalization of Borrowers’ Restricted Subsidiaries Schedule 4.10 Litigation Schedule 4.12 4.13(a) ERISA Plans Schedule 4.14 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 4.17 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 5.2 Collateral Reporting Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28November 30, 20102004, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPand ALTRA INDUSTRIAL MOTION, LIMITEDINC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., each of Parent’s Subsidiaries identified on the signature pages hereof (Parent and such Subsidiaries are referred to hereinafter each individually as a Delaware corporation (“Hampshire DesignersBorrower”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXindividually and collectively, LLCjointly and severally, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called as the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 X-x Form of Borrowing Base Certificate Request Exhibit C-1 C-l Form of Compliance Certificate Exhibit I-1 D-1 Form of Imported Goods Notice of Withdrawal Exhibit E-1 Form of Joinder to Creditor Support Agreement Exhibit L-1 F-1 Form of LIBOR Assignment Notice Schedule A-1 Agent’s Account A-3 Aircranes Schedule A-2 Authorized Persons Schedule C-1 C-l Commitments Schedule D-1 D-l Designated Account Schedule E-1 Eligible Inventory Locations E-2 Aircraft and Engines owned by Borrower, Evergreen, and Evergreen Equity Schedule P-1 E-3 Addresses of Spare Parts Located in the United States Schedule P-l Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Sale-Leaseback Transactions Schedule R-1 X-x Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent MAE Contracts Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.15 Taxes Schedule 4.21 Defaults under Leases Schedule 4.30 Locations of Inventory Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.13 Chief Restructuring Officer Schedule 6.6 5.14 Chief Executive Offices Schedule 5.24 Post-Closing Obligations Schedule 6.4 Permitted Dispositions Schedule 6.5 Nature of Business SENIOR SECURED SECOND LIEN SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS SENIOR SECURED SECOND LIEN SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28December 8, 20102016 and effective as of November 8, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEWILMINGTON SAVINGS FUND SOCIETY, LLC, a Delaware limited liability companyFSB (“WSFS”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent” and together with the Administrative Agent, the “Agent”), HAMPSHIRE GROUP, LIMITEDand XXXXXXXX INCORPORATED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form A — Subject Interests (Listing of Leases) Exhibit B — Xxxxx, Interests and Allocated Values Exhibit C-1 — Easements Exhibit C-2 — Specified Equipment Exhibit D — Contracts Exhibit E — Escrow Agreement Exhibit F — Assignment and Acceptance Bill of Sale Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods G — Title Indemnity Agreement Exhibit L-1 Form H — Environmental Indemnity Agreement Exhibit I — Amendment to Confidentiality Agreement Exhibit J — Transition Services Agreement Schedule 2.03(b) — Additional Excluded Assets Schedule 4.01(b)(xii) — Farmin and Farmout Agreements Schedule 4.01(b)(xiii) — Area of LIBOR Notice Mutual Interest and Participation Agreements Schedule A-1 Agent6.02 — PPRs and Consents Schedule 6.06(b) — Compliance with Law Schedule 6.09(a) — Exceptions to Material Agreements Schedule 6.09(b) — Contracts for Sale of Production Schedule 6.09(c) — Take-or-Pay, Marketing and Forward Sale Agreements Schedule 6.12 — AFE’s Account Schedule A-2 Authorized Persons 6.13 — Liabilities Schedule C-1 Commitments 6.14 — Drilling Obligations Schedule D-1 Designated Account 6.16 — Plugging Obligations Schedule E-1 Eligible Inventory Locations 6.18 — Financial Assurances and Guarantees Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts 16.01 — Agreed Imbalances PURCHASE AND SALE AGREEMENT This Purchase and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT Sale Agreement (this “Agreement”), ) is made and entered into as this 27th day of October 28September, 20102011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEbetween BTA OIL PRODUCERS, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware Texas limited liability company (“Xxxxx XxxxxSeller”; Hampshire Designers), Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyKODIAK OIL & GAS (USA) INC., a Colorado corporation (“BorrowerBuyer”). The parties agree Xxxxx and Seller are collectively referred to as follows:the “Parties” and individually as a “Party.”

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 J-1 Form of Imported Goods Agreement Joinder Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule B-1 BRP/Navistar Project Cap Ex Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 E-2 Eligible Inventory Locations Real Property Collateral Schedule E-3 Eligible Mexican Account Debtors Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers' Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.25 Location of Inventory and M&E Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 2827, 2010, 2020 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), XXXXX WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION , a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), HAMPSHIRE GROUPWXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION , a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), WXXXX FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the "Book Runner"), CORE MOLDING TECHNOLOGIES, INC. , a Delaware corporation (“Parent”"CMT"), and HAMPSHIRE DESIGNERSthose additional Persons, INC.if any, that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each, a Delaware corporation (“Hampshire Designers”)"Borrower" and individually and collectively, ITEM-EYESjointly and severally, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “"Borrowers” and each individually, a “Borrower”"). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance A Properties; Contributed Entities; Contributors Exhibit B-1 Form of Borrowing Base Certificate B Distribution Resolution Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods C ENA Stockholders Agreement Exhibit L-1 Form of LIBOR Notice D Stock Purchase Agreement Exhibit E ENA Charter Exhibit F Registration Rights Agreement Exhibit G ENA Recapitalization Resolution Exhibit H LATA Certificate Amendment Exhibit I Corporate Governance Agreement Amendment Exhibit J Partnership Interest Purchase Agreement Exhibit K Expenses Exhibit L Promoted Interest Letter Agreement Schedule A-1 Agent’s Account 1.01(a) LATA Parties Knowledge Schedule A-2 Authorized Persons 1.01(b) EL Parties Knowledge Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b5.01(a) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States EL Parties Jurisdiction of Organization Schedule 4.6(b5.01(b) Chief Executive Offices ENA Assets Schedule 4.6(c5.01(d) Organizational Identification Numbers ENA Officers and Directors Schedule 4.6(d5.03 EL Parties Non-Contravention Exceptions Schedule 5.05 EL Parties Required Consents Schedule 5.06 ENA Financial Statements Schedule 5.09(f) Commercial Tort Claims Built in Gain Schedule 4.7(b) Litigation 6.03 LATA Parties Non-Contravention Exceptions Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 6.04 LATA Parties Required Consents OMNIBUS AGREEMENT THIS CREDIT OMNIBUS AGREEMENT (this “Agreement”), ) is made and entered into as of October 28the 31st day of December, 20102013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSLANDMARK APARTMENT TRUST OF AMERICA, INC., a Delaware Maryland corporation (“Hampshire DesignersLATA”), ITEM-EYESLANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, INC.LP, a Delaware corporation Virginia limited partnership (“Item-EyesLATA OP”), and XXXXX XXXXX, ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (“Xxxxx XxxxxELRH”; Hampshire Designers), Item-Eyes ELCO HOLDINGS LTD., an Israeli public corporation (“EH”), and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyELCO NORTH AMERICA INC., a Delaware corporation (“BorrowerENA”). The parties agree foregoing are sometimes collectively referred to herein as follows:the “Parties” and individually referred to herein as a “Party”.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 C-l Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 L-l Form of LIBOR Notice Schedule A-1 A-l Agent’s Account Accounts Schedule A-2 Authorized Persons Schedule C-1 C-l Commitments Schedule D-1 D-l Designated Account Accounts Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 P-l Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Copyrights Schedule 3.6 Conditions Subsequent 5.5 Locations of Inventory and Equipment Schedule 4.1(b5.7 Chief Executive Office; FEIN Schedule 5.8(b) Capitalization of Parent Schedule 4.1(c5.8(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 5.10 Litigation Schedule 4.12 5.14 Environmental Matters Schedule 4.13 5.16 Intellectual Property Schedule 4.14 Leases Schedule 4.15 5.18 Demand Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 5.20 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 7.14 Affiliated Transactions LOAN AND SECURITY AGREEMENT THIS CREDIT LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of October 2821, 20102002, by between and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), FOOTHILL CAPITAL CORPORATION, a California corporation, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPand, LIMITEDon the other hand, TELOS CORPORATION, a Delaware Maryland corporation (“Parent”), XACTA CORPORATION, a Delaware corporation (“Xacta”; Parent and HAMPSHIRE DESIGNERSXacta are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), TELOS DELAWARE, INC., a Delaware corporation (“Hampshire DesignersTelos-Delaware”), ITEM-EYESXXXXXXXX.XXX, INC., a Delaware corporation (“Item-EyesUbiquity”), XXXXX.XXX, INC., a Delaware corporation (“Xxxxx.xxx”), TELOS INTERNATIONAL CORP., a Delaware corporation (“TIC”), TELOS INTERNATIONAL ASIA, INC., a Delaware corporation (“TIA”), SECURE TRADE, INC., a Delaware corporation (“STI”), KUWAIT INTERNATIONAL, INC., a Delaware corporation (“KII”), TELOS INFORMATION SYSTEMS, INC., a Delaware corporation (“TIS”), TELOS FIELD ENGINEERING, INC., a Delaware corporation (“TFE”), and XXXXX XXXXXTELOS FEDERAL SYSTEMS, LLCINC., a Delaware limited liability company corporation (“Xxxxx XxxxxTFS”; Hampshire DesignersTelos-Delaware, Item-Eyes Ubiquity, Xxxxx.xxx, TIC, TIA, STI, KII, TIS, TFE and Xxxxx Xxxxx TFS are herein collectively called referred to hereinafter each individually as a “Credit Party” and collectively, jointly and severally, as the “Borrowers” and each individually, a “BorrowerCredit Parties”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice D Budget Schedule A-1 Administrative Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Intentionally Omitted Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Post-Closing Items Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.8 Material Adverse Effect Schedule 4.11 Environmental Matters Schedule 4.14 Permitted Indebtedness Schedule 4.20 Material Contracts Schedule 4.24 Location of Organization Equipment Schedule 4.6(b) 4.26 Immaterial Subsidiaries Schedule 5.14 List of Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.19 Milestones Schedule 6.6 6.5 Nature of Business DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT THIS DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28April 30, 20102017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEWILMINGTON SAVINGS FUND SOCIETY, LLC, a Delaware limited liability companyFSB, as administrative agent for each member of the Lenders Lender Group (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSNUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment EXHIBIT A - FORM OF BORROWING BASE CERTIFICATE EXHIBIT B - FORM OF NOTICE OF BORROWING EXHIBIT C - FORM OF NOTICE OF CONVERSION/CONTINUATION EXHIBIT D - FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT SCHEDULE 1.1(a) - APPROVED DISTRIBUTORS SCHEDULE 1.1(b) - ELIGIBLE FOREIGN ACCOUNT DEBTORS SCHEDULE 6.3 - BORROWER FACILITIES SCHEDULE 8.3 - ORGANIZATION AND QUALIFICATIONS SCHEDULE 8.5 - SUBSIDIARIES SCHEDULE 8.8 - DEBT SCHEDULE 8.11 - TRADE NAMES SCHEDULE 8.12 - LITIGATION SCHEDULE 8.15 - ENVIRONMENTAL LAW SCHEDULE 8.22 - INTELLECTUAL PROPERTY SCHEDULE 9.11 - GUARANTIES LOAN AND SECURITY AGREEMENT Loan and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial StatementsSecurity Agreement, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into dated as of October 28July 13, 20101999, by and among the lenders identified financial institutions listed on the signature pages hereof (each of such lendersfinancial institutions, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “"Lender”, " and collectively as that term is hereinafter further definedthe "Lenders"), XXXXX FARGO CAPITAL FINANCEBank of America National Trust and Savings Association ("the Bank") with an office at 00 Xxxxx Xxxx, LLCXxxxx 000, a Delaware limited liability companyXxxxxxxx, XX 00000, as agent for the Lenders (in such capacityits capacity as agent, together with its successors and assigns in such capacity, “the "Agent”"), HAMPSHIRE GROUPand Advanced Micro Devices, LIMITEDInc. (the "Parent"), a Delaware corporation corporation, with offices at Xxx XXX Xxxxx, Xxxxxxxxx, XX 00000 and AMD International Sales and Service, Ltd. (“Parent”"AMDISS"), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation corporation, as co-borrowers (“Hampshire Designers”individually and collectively, the "Borrower"), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 - Form of Assignment and Acceptance Certificate of Insurance Broker Confirming Insurance Coverage (Primary Liability) Exhibit B-1 A-2 - Form of Borrowing Base Certificate of Insurance Broker Confirming Insurance Coverage (Excess Liability) Exhibit C-1 B - Insurance Requirements Exhibit C - Form of Compliance Certificate Transfer Agreement Exhibit I-1 D - Form of Imported Goods Agreement Notice of Assignment of Existing Car Service Contract [Exhibit L-1 Form E - Equity Information] Schedule 1 - Description of LIBOR Notice Equipment, Designation of Basic Groups, Designation of Functional Groups, and Equipment Cost Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization 1A - List of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Existing Car Service Contracts Schedule 4.19 Permitted Indebtedness 2 - Commitment Percentage and Payment Information for Participants Schedule 4.30 Locations 3 - Schedule of Inventory Basic Rent Payments Schedule 5.1 Financial Statements, Reports, Certificates 4 - Schedule 5.2 Collateral Reporting of Stipulated Loss Value and Termination Value Schedule 6.6 Nature 5 - Terms of Business CREDIT AGREEMENT THIS CREDIT Equipment Notes Schedule 6 - Purchase Information PARTICIPATION AGREEMENT (GARC II 98-A) This PARTICIPATION AGREEMENT (GARC II 98-A), dated as of September 1, 1998 (this “"Agreement”"), is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLCi) General American Railcar Corporation II, a Delaware limited liability companycorporation (together with its permitted successors and assigns, the "Lessee"), (ii) General American Transportation Corporation, a New York corporation, as agent for Lessee Parent (the Lenders "Lessee Parent"), (iii) General American Transportation Corporation, a New York corporation, as Manager (together with its permitted successors and assigns, the "Manager") under the Management Agreement (such term and other defined terms used herein shall have the meanings assigned thereto in Section 1 below), (iv) GARC II 98-A Railcar Trust, a Delaware business trust, by Wilmington Trust Company ("WTC"), not in its individual capacity except as expressly provided herein but solely as trustee under the Trust Agreement (together with its permitted successors and assigns, the "Owner Trustee"), (v) [Owner Participant], a ___________ corporation (together with its permitted successors and assigns, the "Owner Participant"), (vi) State Street Bank and Trust Company, as trustee under the Indenture (together with its permitted successors and assigns, the "Indenture Trustee"), and (vii) State Street Bank and Trust Company, not in its individual capacity except as expressly provided herein but solely as Pass Through Trustee under the Pass Through Trust Agreement (herein in such capacity, together with its permitted successors and assigns in such capacityassigns, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”"Pass Through Trustee" or the "Loan Participant"). The parties agree Owner Participant and the Loan Participant are sometimes hereinafter referred to collectively as follows:the "Participants".

Exhibits and Schedules. Exhibits A-1 – A-23 Description of Projects Exhibit A-1 B List of Borrowers Exhibit C Form of Assignment Agreement Exhibit D Names of Operating Tenants Exhibit E Lender Addresses Schedule 1.1(a) Management Agreements Schedule 1.1(b) Existing Property Managers Schedule 2.1 Conditions to Advance of Loan Proceeds Schedule 4.1 Exceptions to Representations and Acceptance Exhibit B-1 Form Warranties Regarding Leases Schedule 5.1 Organization; Formation Schedule 5.4 Taxes and Assessments Schedule 5.7 Condemnation Schedule 5.9 Locations of Borrowing Base Certificate Exhibit C-1 Form of Borrowers Schedule 5.24(a) Third Party Payor Programs Schedule 5.24(b) Primary Licenses Schedule 5.24(c) Governmental Investigations Schedule 5.24(d) Violations, Charges or Deficiencies Schedule 6.2 Compliance Certificate Exhibit I-1 Form of Imported Goods Schedule 11.19 Allocated Loan Amounts for Projects Schedule 11.37 Post-Closing Obligations and Required Repairs LOAN AGREEMENT This Loan Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts (including all exhibits and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statementsschedules hereto, Reportsas the same may be amended, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (modified, or restated from time to time, this “Agreement”), ) is entered into as of October December 28, 20102017, by and among THE PARTIES LISTED ON EXHIBIT B ATTACHED HERETO and each other entity that becomes a borrower hereunder pursuant to the lenders identified on the signature pages terms hereof (each of a “Borrower” and collectively, “Borrowers”), CAPITAL ONE, NATIONAL ASSOCIATION (“CONA”), as administrative agent and collateral agent for Lenders (as defined herein) (in such lenders, capacity and together with their respective its successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), HAMPSHIRE GROUPand THE FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS AGREEMENT as Lenders (together with their successors and permitted assigns, LIMITEDeach a “Lender” and collectively, a Delaware corporation (“ParentLenders”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibits Exhibit A-1 A OWC Calculation** Exhibit B Form of Xxxx of Sale** Exhibit C Form of Assignment and Acceptance Assumption Agreement** Exhibit B-1 D Form of Borrowing Base Certificate Assignment of Intellectual Property** Exhibit C-1 E Form of Compliance Certificate Transition Services Agreement** Exhibit I-1 F Form of Imported Goods Agreement Escrow Agreement** Exhibit L-1 Form G Forms of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Opinions** Schedules Schedule 1.1 Definitions Acquired Assets Schedule 3.1 Conditions Precedent 1.2 Excluded Assets Schedule 3.6 Conditions Subsequent 2.1 Assumed Liabilities Schedule 4.1(b2.2 Excluded Liabilities Schedule 3.3(a) Capitalization Estimated OWC** Schedule 4.1(c3.5 Draft Allocation of Purchase Price** Schedule 4.2(g) Capitalization Employment Agreement** Schedule 6.3 Purchaser Brokers or Finders** Schedule 7.7(c) Tax Matters** Schedule 10.4 Consents and Approvals** Schedule 12.9 Knowledge of Subsidiaries Sellers** Schedule 4.6(a13 Specified KVP Filings** Seller Disclosure Schedules** ** Certain exhibits and schedules to this Agreement have been omitted from this filing pursuant to Item 601(b)(2) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts Regulation S-K. The Company will furnish copies of any such exhibits or schedules to the Securities and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT Exchange Commission upon request. ASSET PURCHASE AGREEMENT THIS CREDIT This ASSET PURCHASE AGREEMENT (this “Agreement”), is entered into as of October 28June 2, 2010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXParticle Dynamics International, LLC, a Delaware limited liability company (“Xxxxx XxxxxPurchaser”; Hampshire Designers), Item-Eyes and Xxxxx Xxxxx are herein collectively called Particle Dynamics, Inc., a New York corporation (“PDI”), DrugTech Corporation, a Delaware corporation (“DrugTech,” and, together with PDI, the “Borrowers” Sellers”), and each individuallyK-V Pharmaceutical Company, a Delaware corporation and the sole stockholder of each Seller (“BorrowerKVP,” and, collectively with Purchaser and Sellers, the “Parties”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Inventory and M&E Schedule 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule 6.14 Consignments CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of October 28January 1, 20102016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPXXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Sole Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), DIGIRAD CORPORATION, a Delaware corporation (“ParentDigirad”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (the Subsidiaries of Digirad identified on the signature pages hereof as “Hampshire DesignersBorrowers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyeach, a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Certificate of Representations and Warranties of Officers Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule A-3 Insurance Companies Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower's Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule R-1 Real Property Collateral CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “"Agreement”"), is entered into as of October 28July 2, 20102012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), HAMPSHIRE GROUPXXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a Delaware corporation national banking association, as lead arranger (“Parent”in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the "Sole Book Runner"), and HAMPSHIRE DESIGNERSPROS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “"Borrower”"). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 P-3 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent 3.6(a) Deposit Accounts and Securities Accounts Requiring Cash Management or Control Agreements Schedule 4.1(b4.4 Locations of Inventory and Equipment Schedule 4.7(a) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States Jurisdictions of Organization Schedule 4.6(b4.7(b) Chief Executive Offices Schedule 4.6(c4.7(c) Organizational Identification Numbers Schedule 4.6(d4.7(d) Commercial Tort Claims Schedule 4.7(b4.8(b) Capitalization of Loan Parties Schedule 4.8(c) Capitalization of Loan Parties’ Subsidiaries Schedule 4.10 Litigation Schedule 4.12 4.13 Benefit Plans Schedule 4.14 Environmental Matters Schedule 4.13 4.15(a) Business Intellectual Property Schedule 4.14 Leases 4.15(c) Software Schedule 4.15 4.15(d) Copyrights No Longer Used Schedule 4.17 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.23 Employee and Labor Matters Schedule 5.1 4.24 Material Contracts Schedule 4.26 Insurance Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT Schedule A-1 Agent’s Account An account at a bank designated by Agent from time to time as the account into which Borrowers shall make all payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Administrative Borrower and the Lender Group to the contrary, Agent’s Account shall be that certain deposit account bearing account number 323-266193 and maintained by Agent with JPMorgan Chase Bank, 0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, ABA #000000000. Schedule C-1 Commitments Lender Commitment Xxxxx Fargo Foothill, Inc. $ 20,000,000 All Lenders $ 20,000,000 Schedule D-1 Designated Account Account number of Administrative Borrower maintained with Borrowers’ Designated Account Bank, or such other deposit account of Administrative Borrower (this “Agreement”)located within the United States) that has been designated as such, is entered into as of October 28, 2010in writing, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred Administrative Borrower to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 No. Description ---------------- ----------- Exhibit 7.11 Affiliate Representation Letter Exhibit 8.2(b) Form of Assignment and Acceptance Opinion of Counsel to Seller Exhibit B-1 8.2(d) Form of Borrowing Base Certificate Employment Agreement Exhibit C-1 8.2(e) Form of Compliance Certificate Shareholders Agreement Exhibit I-1 8.3(b) Form of Imported Goods Agreement Exhibit L-1 Form Opinion of LIBOR Notice Counsel to Parent Schedule A-1 Agent’s Account No. Description ----------------- ----------- Schedule A-2 Authorized Persons 2.1 Deferred and Additional Consideration Seller Disclosure Schedule C-1 Commitments No. Description ----------------- ----------- Schedule D-1 Designated Account 4.1 Seller's Subsidiaries; Corporate Documents Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) 4.2 Seller's Capitalization Schedule 4.1(c) Capitalization of Subsidiaries 4.3 Defaults; Conflicts and Liens Created Schedule 4.6(a) States of Organization 4.4 Seller Financial Statements Schedule 4.6(b) Chief Executive Offices 4.5 Broker's and Other Fees Schedule 4.6(c) Organizational Identification Numbers 4.6 Certain Changes and Events Schedule 4.6(d) Commercial Tort Claims 4.7 Legal Proceedings Schedule 4.7(b) Litigation 4.8 Taxes and Tax Returns Schedule 4.9 Employee Benefit Plans Schedule 4.10 Compliance with Applicable Laws Schedule 4.11 Certain Contracts Schedule 4.12 Environmental Matters Properties and Insurance Policies Schedule 4.13 4.14 Intellectual Property Schedule 4.14 Leases 4.15 Parachute Payments Schedule 4.15 Deposit 4.16 Absence of Certain Agreements and Practices Schedule 4.17 Major Vendors and Customers Schedule 4.18 Accounts and Securities Receivable Schedule 4.21 Bank Accounts Schedule 4.17 Material Contracts 4.22 Labor Relations Shareholder Disclosure Schedule 4.19 Permitted Indebtedness No. Description ---------------------- ----------- Schedule 4.30 Locations 5.4 Consents Schedule 5.5 Claims Parent Disclosure Schedule No. Description ---------------------- ----------- Schedule 6.1 Parent's Subsidiaries; Corporate Documents Schedule 6.3 Defaults; Conflicts and Liens Created Schedule 6.4 Parent Financial Statements AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of Inventory Schedule 5.1 Financial Statementsthe 6th day of March, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT 1998 (this “the "Agreement”"), is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof MegaMarketing Corporation, a Georgia corporation (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined"Parent"), XXXXX FARGO CAPITAL FINANCEMegaMarketing Acquisition One, LLCInc., a Delaware limited liability company, as agent for the Lenders Georgia corporation and a wholly-owned subsidiary of Parent (in such capacity, together with its successors and assigns in such capacity, “Agent”"Merger Sub"), HAMPSHIRE GROUP, LIMITEDControl Group Ltd., a Delaware corporation (“Parent”"Seller"), and HAMPSHIRE DESIGNERSall of the shareholders of Seller (each a "Shareholder" and, INCcollectively, the "Shareholders")., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent 4.5 Locations of Inventory and Equipment Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a4.7(a) States of Organization Schedule 4.6(b4.7(b) Chief Executive Offices Schedule 4.6(c4.7(c) Organizational Identification Numbers Schedule 4.6(d4.7(d) Commercial Tort Claims Schedule 4.7(b4.8(b) Litigation Capitalization of Borrowers Schedule 4.12 4.8(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.14 Environmental Matters Schedule 4.13 4.15 Intellectual Property Schedule 4.14 Leases Schedule 4.15 4.17 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 5.2 Collateral Reporting Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28December , 20102004, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE and THE TRIZETTO GROUP, LIMITEDINC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSeach of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, INC.together with Parent, are referred to hereinafter each individually as a Delaware corporation (“Hampshire DesignersBorrower”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXindividually and collectively, LLCjointly and severally, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called as the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. EXHIBITS Exhibit A-1 Form A Bxxx of Sale, Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Assumption Agreement Exhibit L-1 Form B Supply Agreement (Mexico) Exhibit C Consulting Agreement SCHEDULES Schedule 2.1 Purchased Assets Schedule 2.1(a)(i) Assigned Contracts— Customer Purchase Orders Schedule 2.1(a)(ii) Assigned Contracts—Supplier Purchase Orders Schedule 2.1(b) Seller’s Warehouse Inventory Schedule 2.2 Excluded Assets Schedule 2.8 Allocation of LIBOR Notice Purchase Price Schedule A-1 Agent’s Account 3.1 Seller Jurisdictions of Qualification Schedule A-2 Authorized Persons 3.3 No Violation or Conflict (Seller) Schedule C-1 Commitments 3.5 Conduct of Business Schedule D-1 Designated Account 3.6(a) Litigation; Disputes Schedule E-1 Eligible Inventory Locations 3.6(b) Historical Litigation; Disputes Schedule P-1 Permitted Investments 3.8 Inspections Schedule P-2 Permitted Liens 3.9 Financial Statements Schedule P-3 Permitted Art Dispositions 3.10 Absence of Undisclosed Liabilities Schedule R-1 3.12 Real Property Collateral Schedule 1.1 Definitions 3.13 Leases Schedule 3.1 Conditions Precedent 3.14 Insurance Schedule 3.6 Conditions Subsequent 3.15 Governmental Authorizations Schedule 4.1(b) Capitalization 3.17 Customers and Suppliers Schedule 4.1(c) Capitalization of Subsidiaries 3.18 Related Party Conflicts Schedule 4.6(a) States of Organization 3.20 Employee Benefit Plans Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental 3.21 Tax Matters Schedule 4.13 Intellectual Property 3.22 Material Agreements Schedule 4.14 Leases 3.23 Guaranties Schedule 4.15 Deposit Accounts and Securities Accounts 3.24 Products Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of 3.26 Certain Inventory Schedule 5.1 Financial Statements3A.3 No Violation or Conflict (Seller Parent) Schedule 4.3 No Violation or Conflict (Purchaser) Schedule 7.1 Certain Non-Competition Customers Schedule 7.8(b) Purchase Orders—Goods in Transit ASSET PURCHASE AGREEMENT, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into dated as of October 28May 17, 20102005, by and among the lenders identified on the signature pages hereof (each of such lendersLxxx-Xxxxxxx, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLCInc., a Delaware limited liability company, as agent for the Lenders New Jersey corporation (in such capacity, together with its successors and assigns in such capacity, “AgentPurchaser”); Innovo, HAMPSHIRE GROUPInc., LIMITEDa Texas corporation (“Seller”); and Innovo Group, Inc., a Delaware corporation (“Seller Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Notice of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Exhibit Q Form of Guarantee Exhibit R Form of Closing Date Intercreditor Agreement Exhibit S Form of Intellectual Property Security Agreements Exhibit T Form of Intercompany Subordination Agreement Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Accounts Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.5 Intellectual Property Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.15 Tax Related Proceedings Schedule 4.26 Regulatory Disclosure Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.19 Post-Closing Obligations CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28March 20, 20102019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability companyCantor Xxxxxxxxxx Securities, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED) and Egalet Corporation, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Benefit Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 2831, 20102012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSMODUSLINK GLOBAL SOLUTIONS, INC., a Delaware corporation (“Hampshire DesignersModusLink Global”), ITEM-EYESMODUSLINK CORPORATION, a Delaware corporation (“ModusLink”), and MODUSLINK PTS, INC., a Delaware corporation (“Item-EyesModusLink PTS”), together with ModusLink Global and ModusLink, are referred to hereinafter each individually as a “Borrower”, and XXXXX XXXXXindividually and collectively, LLCjointly and severally, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called as the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(bEXHIBIT A — LIST OF FACILITIES EXHIBIT B — LEGAL DESCRIPTIONS EXHIBIT C — FORM OF OFFICER’S CERTIFICATE EXHIBIT D — GAMING LICENSES EXHIBIT E — FORM OF GUARANTY EXHIBIT F-1 — FORM OF NONDISTURBANCE AND ATTORNMENT AGREEMENT EXHIBIT F-2 — FORM OF SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT EXHIBIT G — FORM OF MEMORANDUM OF LEASE EXHIBIT H — FINANCIAL COVENANTS COMPLIANCE REPORT EXHIBIT I — INTELLECTUAL PROPERTY LICENSE AGREEMENT SCHEDULE 1 — EXCLUDED ASSETS SCHEDULE 2 — PARK MGM TENANT CAPITAL IMPROVEMENTS SCHEDULE 3 — ORIGINAL COMMENCEMENT DATE OF EACH FACILITY SCHEDULE 4 — NDOT CONDEMNATION SCHEDULE 5 — EXISTING MANAGEMENT AGREEMENTS SCHEDULE 6 — LANDLORD COOPERATION MATTERS SCHEDULE 7 — SPECIFIED EASEMENTS AND OTHER AGREEMENTS AMENDED AND RESTATED MASTER LEASE This AMENDED AND RESTATED MASTER LEASE (the “Master Lease”) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28the 29th day of April, 20102022 (the “Commencement Date”), by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXbetween MGP Lessor, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Xxxxx XxxxxLandlord”; Hampshire Designers), Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyMGM Lessee, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “BorrowerTenant”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Indebtedness Schedule 4.19 Permitted Indebtedness Employee and Labor Matters Schedule 4.30 4.24 Locations of Inventory Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 5.14 Chief Executive Offices Schedule 5.16 Post-Closing Matters Schedule 6.5 Nature of Business Schedule 6.10 Transactions with Affiliates -- \40023676.15 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28August 24, 20102012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPWXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a Delaware corporation national banking association, and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “ParentJoint Lead Arrangers”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and HAMPSHIRE DESIGNERSPNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), USA TRUCK, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-EyesUSA Truck”), and XXXXX XXXXXthe Subsidiaries of USA Truck identified on the signature pages hereof or otherwise joined from time to time hereto as a borrower (such Subsidiaries, LLCtogether with USA Truck, are referred to hereinafter each individually as a Delaware limited liability company (“Xxxxx XxxxxBorrower”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called individually and collectively, jointly and severally, as the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Representations and Warranties of Officers Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations E-2 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Certain Liens Existing Prior to Closing Date Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Benefit Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 2812, 20102012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPADVANCED ENERGY INDUSTRIES, LIMITEDINC., a Delaware corporation (“Parent”), AE SOLAR ENERGY, INC., an Oregon corporation (“AE Solar”), SEKIDENKO, INC., a Washington corporation (“Sekidenko” and, together with Parent, AE Solar and HAMPSHIRE DESIGNERSany other person that may from time to time become a party hereto as a borrower, each individually a “Borrower” and collectively, “Borrowers”, as hereinafter further defined), AEI US SUBSIDIARY, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-EyesAEI US”), and XXXXX XXXXX, LLCAERA CORPORATION, a Delaware limited liability company Texas corporation (“Xxxxx Xxxxx”; Hampshire DesignersAera” and, Item-Eyes together with AEI US and Xxxxx Xxxxx are herein collectively called the any other person that may from time to time become a party hereto as a guarantor, each individually a “BorrowersGuarantor” and each individuallycollectively “Guarantors, a “Borrower”as hereinafter further defined). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Location of Inventory Locations and Farm Products Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices 4.3 Governmental Consents Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.23 Location of Inventory and Farm Products Schedule 4.26 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28November 18, 20102015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPXXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a Delaware corporation national banking association, as the sole arranger (in such capacity, together with its successors and assigns in such capacity, the “ParentArranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the sole book runner (in such capacity, together with its successors and HAMPSHIRE DESIGNERSassigns in such capacity, the “Book Runner”), INVENTURE FOODS, INC., a Delaware corporation (the “Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-EyesParent Borrower”), and XXXXX XXXXXthe Subsidiaries of the Parent Borrower identified on the signature pages hereof (such Subsidiaries, LLCtogether with the Parent Borrower, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and referred to hereinafter each individually, individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Seasonal Borrowing Base Certificate Period Notice Exhibit C-1 Form of Compliance Certificate Exhibit I-1 D Form of Imported Goods Agreement DDA Notification Exhibit L-1 Form of LIBOR Notice Exhibit M Form of Borrowing Base Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule F-1 Freight Forwarders Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions 2.8(a) Cash Management Banks Schedule R-1 Real Property Collateral 5.4 Locations of Inventory Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a5.6(a) States of Organization Schedule 4.6(b5.6(b) Chief Executive Offices Schedule 4.6(c5.6(c) Organizational Identification Numbers XXXXx Schedule 4.6(d5.7(b) Commercial Tort Claims Capitalization of Borrower Schedule 4.7(b5.7(c) Capitalization of Borrower’s Subsidiaries Schedule 5.9 Litigation Schedule 4.12 5.13 Environmental Matters Schedule 4.13 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 5.20 Credit Card Processors Schedule 5.23 Investment Property Schedule 5.24 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 6.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 7.10 Investments Schedule 7.11 Transactions with Affiliates LOAN, GUARANTY AND SECURITY AGREEMENT THIS CREDIT LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is entered into as of October 28February 20, 20102009, by and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Xxxxx Fargo Retail Finance, LLC), as administrative agent for the Lenders and joint lead arranger (“Agent”), and CIT CAPITAL FINANCE, SECURITIES LLC, a Delaware limited liability company, as syndication agent for and as joint lead arranger, and, on the Lenders (in such capacityother hand, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSGORDMANS, INC., a Delaware corporation (“Hampshire DesignersBorrower”)) and the Guarantors identified on the signature pages hereof (together with Borrower, ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “BorrowersCredit Parties” and each individually, individually as a “BorrowerCredit Party”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule I-1 Inactive Subsidiaries Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent 4.5 Locations of Inventory and Equipment Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a4.7(a) States of Organization Schedule 4.6(b4.7(b) Chief Executive Offices Schedule 4.6(c4.7(c) Organizational Identification Numbers Schedule 4.6(d4.7(d) Commercial Tort Claims Schedule 4.7(b4.8(b) Capitalization of Borrowers Schedule 4.8(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.10 Litigation Schedule 4.12 4.13 Employee Benefits Schedule 4.14 Environmental Matters Schedule 4.13 4.15 Scheduled Intellectual Property Collateral Schedule 4.14 Leases Schedule 4.15 4.17 Domestic Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 5.2 Collateral Reporting Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 2824, 20102005, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLCINC., a Delaware limited liability companyCalifornia corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPSILICON GRAPHICS, LIMITEDINC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSeach of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, INC.together with Parent, a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and referred to hereinafter each individually, individually as a “Borrower”, and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 A Form of Assignment and Acceptance Asset Purchase Agreement Exhibit B-1 B Form of Borrowing Base Certificate CMG MI Quota Share Reinsurance Agreement Exhibit C-1 C Form of Compliance Certificate Sale Order Exhibit I-1 D Form of Imported Goods Distribution Services Agreement Exhibit L-1 E Form of LIBOR Notice CUNA Mutual Quota Share Reinsurance Agreement Exhibit F Form of Trademark License Agreement Exhibit G Form of Escrow Agreement Exhibit H Form of Indemnification Escrow Agreement Exhibit I Form of Release Exhibit J Form of FIRPTA Certificate Schedule A-1 Agent’s Account 1.1(a) Book Value Schedule A-2 Authorized Persons 1.1(b) CMG Licensed Intellectual Property Schedule C-1 Commitments 1.1(c) CMG Owned Intellectual Property Schedule D-1 Designated Account 1.1(d) PMI Required Governmental Approvals Schedule E-1 Eligible Inventory Locations 1.1(e) CUNA Mutual Required Governmental Approvals Schedule P-1 Permitted Investments 1.1(f) CMG Required Governmental Approvals Schedule P-2 1.1(g) Purchaser Required Governmental Approvals Schedule 1.1(h) Joint Venture Agreements Schedule 1.1(i) Permitted Liens Schedule P-3 Permitted Art Dispositions 1.1(j) Third Party Consents Schedule R-1 Real Property Collateral 1.1(k) Business Contractor Agreements Schedule 1.1 Definitions 2.7(c) Adjusted Book Value Calculation Schedule 3.1 Conditions Precedent 7.11 Acceptable Investments at Closing Schedule 3.6 Conditions Subsequent 7.14 Definition of Qualified Bidder Schedule 4.1(b9.1(c) Capitalization Governmental Approvals Schedule 4.1(c9.2(e) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT Seller Governmental Approvals STOCK PURCHASE AGREEMENT THIS CREDIT AGREEMENT This Stock Purchase Agreement (this “Agreement”), ) is entered into as of October 28February 7, 20102013, by and among the lenders identified RECEIVER OF PMI MORTGAGE INSURANCE CO. IN REHABILITATION (the “Receiver”) on the signature pages hereof behalf of PMI MORTGAGE INSURANCE CO., an Arizona stock insurance corporation (each of such lenders“PMI”), CMFG LIFE INSURANCE COMPANY, formerly known as CUNA Mutual Insurance Society, an Iowa corporation (“CUNA Mutual”, and, together with their respective successors PMI, the “Sellers” and permitted assignseach individually, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “AgentSeller”), HAMPSHIRE GROUPsolely for the purposes expressly set forth herein, LIMITEDCMG Mortgage Insurance Company, a Wisconsin insurance company (“CMG MI”), Arch U.S. MI Holdings Inc., a Delaware corporation (the “ParentPurchaser”), and HAMPSHIRE DESIGNERSsolely for the purposes expressly set forth herein, ARCH CAPITAL GROUP (US) INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “BorrowersPurchaser Parent” and each individuallyand, a together with the Purchaser, the “BorrowerPurchaser Parties”). The parties agree Sellers, the Purchaser and solely for the purposes expressly set forth herein, CMG MI and the Purchaser Parent shall be referred to herein from time to time collectively as follows:the “Parties” and individually as a “Party.”

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base U.S. Tax Compliance Certificate Exhibit B-2 Form of U.S. Tax Compliance Certificate Exhibit B-3 Form of U.S. Tax Compliance Certificate Exhibit B-4 Form of U.S. Tax Compliance Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit N-1 Form of Notice of Borrowing Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Liens Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Holders Schedule R-1 Real Property Collateral Schedule 1.1 Definitions 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent 5.5 Locations of Inventory and Equipment Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a5.7(a) States of Organization Schedule 4.6(b5.7(b) Chief Executive Offices Schedule 4.6(c5.7(c) Organizational Identification Numbers Schedule 4.6(d5.7(d) Commercial Tort Claims Schedule 4.7(b5.8(c) Capitalization of Borrower’s Subsidiaries Schedule 5.8(d) Subscriptions, Options, Warrants or Calls Relating to Shares of Borrower’s Subsidiaries’ Capital Stock Schedule 5.10 Litigation Schedule 4.12 5.14 Environmental Matters Schedule 4.13 5.16 Intellectual Property Schedule 4.14 Leases Schedule 4.15 5.18 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 5.20 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 137020431v13 EXHIBIT A-1 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT THIS CREDIT This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment Agreement”), ) is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation 20 between (“ParentAssignor”), ) and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “BorrowerAssignee”). The parties agree as follows:Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). All initially capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

Exhibits and Schedules. Exhibit A-1 Form of Assignment EXHIBIT A - FORM OF BORROWING BASE CERTIFICATE EXHIBIT B - LIST OF CLOSING DOCUMENTS EXHIBIT C - NOTICE OF BORROWING EXHIBIT D - NOTICE OF CONVERSION/CONTINUATION EXHIBIT E - [FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT SCHEDULE A - ADDRESSES FOR NOTICES TO LENDERS AND WIRE TRANSFER INFORMATION FOR LENDERS SCHEDULE 6.3 - LOCATIONS OF COLLATERAL SCHEDULE 8.3 - CORPORATE ORGANIZATION AND QUALIFICATION SCHEDULE 8.12 - REAL ESTATE; LEASES SCHEDULE 8.13 - REGISTERED PROPRIETARY RIGHTS SCHEDULE 8.14 - TRADE NAMES SCHEDULE 8.18 - ENVIRONMENTAL LAWS SCHEDULE 8.21 - ERISA SCHEDULE 9.13 - DEBT SCHEDULE 9.19 - LIENS SCHEDULE 9.20 - SALE AND LEASEBACK TRANSACTIONS LOAN AND SECURITY AGREEMENT Loan and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial StatementsSecurity Agreement, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into dated as of October 28September 30, 20101996, by and among the lenders identified financial institutions listed on the signature pages hereof (each of such lendersfinancial institutions, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “"Lender”, " and collectively as that term is hereinafter further definedthe "Lenders"), XXXXX FARGO CAPITAL FINANCEBankAmerica Business Credit, LLCInc., a Delaware limited liability companycorporation ("BABC") with an office at 40 Exxx 00xx Xxxxxx, as Xxx Xxxx, Xxx Xxxx 00000, xx agent for the Lenders (in such capacityits capacity as agent, together with its successors and assigns any successor in such capacity, “the "Agent”"), HAMPSHIRE GROUP, LIMITEDHills Stores Company, a Delaware corporation with offices at 15 Dxx Xxxx, Canton, Massachusetts 02021 (“"Parent”"), and HAMPSHIRE DESIGNERS, INC.Hills Department Store Company, a Delaware corporation with offices at 15 Dxx Xxxx, Canton, Massachusetts 02021 (“Hampshire Designers”"HDSC"), ITEM-EYESC.R.H. International, INC.Inc., an Ohio corporation with offices at 15 Dxx Xxxx, Canton, Massachusetts 02021 ("CRH" and, together with HDSC, each a Delaware corporation (“Item-Eyes”"Borrower" and collectively, the "Borrowers"), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes the other Loan Parties named herein and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:signatories hereto.

Exhibits and Schedules. EXHIBITS Exhibit A-1 2.1 - Form of Assignment Amended, Restated and Acceptance Consolidated Revolving Credit Note Exhibit B-1 2.2(a) - Form of Notice of Borrowing Base Exhibit 2.9 - Form of Letter of Credit and Security Agreement Exhibit 5.5(b) - Financial Projections Exhibit 7.12-A - Form of Joinder Agreement Exhibit 7.12-B - Form of Guaranty (Corporate) Exhibit 8.1(j) - Form of Officers' Certificate Exhibit C-1 15.3 - Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Commitment Transfer Supplement SCHEDULES Schedule A-1 Agent’s Account 1.2 - Permitted Encumbrances Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.5 - Locations of Inventory Schedule 5.1 Financial Statements4.15(c) - Location of Borrowers' Executive Offices Schedule 4.20 - Financing Statements Schedule 5.2(a) - Formation and Qualification Schedule 5.2(b) - Subsidiaries Schedule 5.4 - Federal Tax Identification Numbers Schedule 5.6 - Corporate Names Schedule 5.7 - Environmental Releases, ReportsSpills, Certificates etc. Schedule 5.2 Collateral Reporting 5.8(b) - Pending Litigation Schedule 6.6 Nature 5.8(d) - Multiemployer Plans Schedule 5.9 - Licenses, Trademarks, Patents, Copyrights, Source Code Escrow Agreements Schedule 5.10 - Licenses and Permits Schedule 5.14 - Labor Disputes Schedule 7.3 - Guarantees Schedule 7.4 - Investments Schedule 7.5 - Loans FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT Fourth Amended and Restated Revolving Credit and Security Agreement dated as of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT December 26, 2001 between WINCUP HOLDINGS, INC. (this “Agreement”"WinCup"), is entered into as of October 28RADNOR CHEMICAL CORPORATION ("Radnor Chemical"), 2010STYROCHEM U.S., by LTD. ("StyroChem"), RADNOR HOLDINGS CORPORATION ("Radnor"), RADNOR DELAWARE, INC. ("Radnor Delaware"), STYROCHEM DELAWARE, INC. ("StyroChem Delaware"), WINCUP TEXAS, LTD. ("WinCup Texas"), STYROCHEM GP, L.L.C. ("StyroChem GP"), STYROCHEM LP, L.L.C. ("StyroChem LP"), WINCUP GP, L.L.C. ("WinCup GP") and among WINCUP LP, L.L.C. ("WinCup LP") (WinCup, Radnor Chemical, StyroChem, Radnor, Radnor Delaware, StyroChem Delaware, WinCup Texas, StyroChem GP, StyroChem LP, WinCup GP and WinCup LP each, a "Borrower" and jointly and severally, the lenders identified on the signature pages hereof ("Borrowers"), PNC Bank, National Association and each of the other financial institutions which are and such lendersfinancial institutions which become a party hereto pursuant to Section 15.3 (collectively, together with their respective successors the "Lenders" and permitted assignsindividually a "Lender") and PNC Bank, are referred to hereinafter as a “Lender”, as that term is hereinafter further definedNational Association ("PNC"), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “the "Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”"). The parties BACKGROUND ---------- WinCup, Radnor Chemical, StyroChem, Radnor, Radnor Delaware, StyroChem Delaware, WinCup Texas, certain other direct and indirect subsidiaries of Radnor, Bank of America, N.A. and First Union National Bank entered into a Third Amended and Restated Revolving Credit and Security Agreement dated as of December 29,1999 (as the same may have been amended, modified or supplemented, the "Existing Loan Agreement") and Bank of America, N.A. (the "Prior Agent") resigned as Agent under the Existing Loan Agreement and has assigned all of its rights, obligations and interests as Agent and as a Lender under the Existing Loan Agreement to Agent and Lenders pursuant to an Assignment Agreement dated as of the date hereof. By execution of this Agreement, WinCup, Radnor Chemical, StyroChem, Radnor, Radnor Delaware, StyroChem Delaware, WinCup Texas, Agent and Lenders wish to amend and restate the Existing Loan Agreement on the terms and conditions hereinafter set forth. IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Agent and Lenders hereby agree as follows:

Exhibits and Schedules. Exhibit A-1 A List of Sellers Exhibit B Current Ownership of Companies Exhibit C Sample Net Working Capital Calculation Exhibit D Relative Value Exhibit E Form of Assignment and Acceptance Escrow Agreement Exhibit B-1 F-1 Form of Borrowing Base Certificate Opinion of Sellers' Counsel Exhibit C-1 F-2 Form of Compliance Certificate Opinion of Sellers' Counsel Exhibit I-1 G-1 Form of Imported Goods Non-Competition Agreement Exhibit L-1 G-2 Form of LIBOR Notice Non-Competition Agreement Exhibit H Term Sheet for Incentive Plan Schedule A-1 Agent’s Account 2.2 Adjustments to Proceeds Schedule A-2 Authorized Persons 2.3 Methodologies for Balance Sheet Schedule C-1 Commitments 3.2(g) List of Non-Competition and Non-Solicitation Agreements Schedule D-1 Designated Account 4.3 Noncontravention Schedule E-1 Eligible Inventory Locations 4.4(a) Capital Stock Schedule P-1 Permitted Investments 4.4(c) Voting or Shareholder Agreements Schedule P-2 Permitted Liens 4.5(b) Operations of Administrators, Inc. Schedule P-3 Permitted Art Dispositions 4.6 Exceptions to Title Schedule R-1 4.7 Financial Statements Schedule 4.8 Absence of Changes Schedule 4.10 Taxes Schedule 4.11 Contracts Schedule 4.12 Related Party Agreements Schedule 4.13 Litigation Schedule 4.14(a) Employees and Multiemployer Plans Schedule 4.14(b) Company Plans Schedule 4.14(c) Accelerated Payments Schedule 4.15(a) Customer Agreements Schedule 4.15(b) Significant Customers and Suppliers Schedule 4.16 Authorizations Schedule 4.17 Insurance Schedule 4.18 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.19 Environmental Matters Schedule 4.13 4.20 Brokers' Fees Schedule 4.21(a) Intellectual Property Schedule 4.14 Leases 4.21(b) Exceptions to Intellectual Property Ownership Schedule 4.15 Deposit Accounts 4.21(d) Licenses Schedule 4.24 Terms and Securities Conditions of Sale Schedule 4.25 Bank Accounts Schedule 4.17 Material Contracts 4.26 Undisclosed Liabilities Schedule 4.19 Permitted Indebtedness 5.3 Required Purchaser Filings Schedule 4.30 Locations of Inventory 10.7 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 12.1 Non-continuing Employees STOCK PURCHASE AGREEMENT THIS CREDIT AGREEMENT This Stock Purchase Agreement (this “Agreement”), "AGREEMENT") is made and entered into as of October 28May 2, 20102005, by and among Leucadia National Corporation, a New York corporation (the lenders identified on the signature pages hereof ("PURCHASER"), and each of such lendersthe individuals listed on Exhibit A attached hereto (each, together with their respective successors a "SELLER" and permitted assigns, collectively referred to as the "SELLERS"). The Purchaser and the Sellers are referred to hereinafter collectively as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC"PARTIES., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:"

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations G-1 Closing Date Guarantors Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Permitted to Be Mortgaged Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Subsidiaries Guarantors Schedule 4.6(a) States Jurisdiction of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Tax/Organizational Identification Numbers Schedule 4.6(d4.7(a) Commercial Tort Claims Litigation Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Description Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.24 Immaterial Subsidiaries Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature 5.15 Required Library Schedule 6.4 Disposal of Business Assets CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28February 17, 20102009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSQUEST SOFTWARE, INC., a Delaware California corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 D Form of Imported Goods Seller Subordinated Note Subordination Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations E Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(a) Jurisdictions of Organization Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.7(A) States of Organization Litigation Search Results Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.7 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property 4.24 Employee and Labor Matters Schedule 4.14 Leases 4.27 Fictitious Names Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.31 Locations of Inventory and Equipment and Chief Executive Offices Schedule 5.1 Financial Statements, Reports, Certificates 4.33 Real Property Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.1 Existing Indebtedness Schedule 6.2 Permitted Liens CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28January 27, 20102012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for the US Lenders (in such capacity, together with its successors and assigns in such capacity, “US Agent”), HAMPSHIRE GROUPXXXXX FARGO CAPITAL FINANCE CORPORATION CANADA, LIMITEDan Ontario Corporation, as administrative agent for the Canadian Lenders (in such capacity, together with its successors and assigns in such capacity, “Canadian Agent”) and AMERICAN REPROGRAPHICS COMPANY, a Delaware corporation (“ParentUS Borrower”), and HAMPSHIRE DESIGNERS, INCARC REPROGRAPHICS CANADA CORP., a Delaware British Columbia corporation (“Hampshire DesignersARC Canada”) and ARC DIGITAL CANADA CORP., a British Columbia corporation (“ARC Digital Canada”); and together with ARC Canada, “Canadian Borrowers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), US Borrower and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx Canadian Borrowers are herein collectively called the referred to as “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibits A-1 – A-4 Description of Projects Exhibit A-1 B Names of Borrowers Exhibit C Loan Commitment Exhibit D Names of Tenants Exhibit E Exhibit F Exhibit G Form of Assignment and Acceptance Exhibit B-1 Assumption Form of Borrowing Base Certificate Exhibit C-1 Joinder Agreement Joinder Borrowers; Joinder Projects Schedule 2.1 Schedule 2.1(b) Schedule 2.1(c) Conditions to Advance of Loan Proceeds Request for TI/LC Advance Request for Joinder Advance Schedule 2.5(b) Required Repairs Schedule 2.6 Form of ACH Authorization Schedule 2.7 Sources and Uses Schedule 4.1 Lease Termination Options; Prepaid Rent; Security Deposits; ROFRs; ROFOs Schedule 5.1 Organization; Formation Schedule 6.2 Compliance Certificate Exhibit I-1 Schedule 7.13 Form of Imported Goods Special Compliance Certificate Schedule 11.19 Loan Allocations Schedule 11.36 Post-Closing Obligations CONA – Healthcare Trust, Inc. 92119388.8 LOAN AGREEMENT This Loan Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), ) is entered into as of October 28December 22, 2010, 2023 by and among CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), as administrative agent and collateral agent for the lenders identified on the signature pages hereof Lenders (each of as defined herein) (in such lenders, capacity and together with their respective its successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), HAMPSHIRE GROUPTHE PERSONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS AGREEMENT as Lenders (together with their successors and permitted assigns, LIMITEDeach a “Lender” and collectively, a Delaware corporation (the “ParentLenders”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation THE PARTIES LISTED ON EXHIBIT B ATTACHED HERETO (“Hampshire Designers”AND ALL JOINDER BORROWERS LISTED ON EXHIBIT G OF THIS AGREEMENT THAT HEREAFTER JOIN AS AN ADDITIONAL BORROWER PURSUANT TO SECTION 11.37 OF THIS AGREEMENT), ITEM-EYESeach a “Borrower” and collectively, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Notice of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Intercompany Subordination Agreement Exhibit L-1 N-1 Form of LIBOR Notice Note Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations G-1 Generics Assets Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Loan Schedule 3.6 3.2 Conditions Precedent to Each Subsequent Loan Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Parent’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.5 Intellectual Property Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.15 Tax Related Proceedings Schedule 4.26 Regulatory Disclosure Schedule 4.29 Insurance Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.17 Subsequent Loans – Use of Proceeds Schedule 6.6 Nature of Business 5.18 Post-Closing Obligations CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28July 21,, 20102017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability companyCantor Xxxxxxxxxx Securities, as administrative agent for each member of the Lenders Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, ) and PERNIX IRELAND PAIN LIMITED, a Delaware corporation private company limited by shares incorporated under the laws of the Republic of Ireland (“Parent”)and expected to be converted after the Closing Date to a designated activity company incorporated under the laws of Ireland and in connection therewith, and HAMPSHIRE DESIGNERS, INC., a Delaware corporation renamed as Pernix Ireland Pain Designated Activity Company) (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 A Form of Assignment and Acceptance Exhibit B-1 B Form of Borrowing Base Certificate Notice of Rollover (Canadian Facility) Exhibit C-1 Form of Compliance Certificate Notice of Borrowing (Multi-Currency Facility) Exhibit I-1 C-2 Form of Imported Goods Agreement Notice of Borrowing (Canadian Facility) Exhibit L-1 D Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Bankers' Acceptance Exhibit E Form of Discount Note Exhibit F Form of Lender Addendum Schedule C-1 Commitments Closed Facilities to be sold Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations G-1 Guarantors; Guaranty Agreements Schedule P-1 Permitted Investments Real Property Liens Schedule P-2 Pledgors Schedule 2.11 Existing Letters of Credit Schedule 4.1(b) Subsidiaries; Restricted Subsidiaries; Material Subsidiaries Schedule 4.1(c) Joint Ventures Schedule 4.1(e) Authorizations; Approvals Schedule 4.1(i) Litigation Schedule 4.1(l) ERISA Matters Schedule 4.1(n) Environmental Matters Schedule 4.1(o) Tax Matters Schedule 4.1(p) Permitted Liens as of the Initial Funding Date Schedule P-3 Permitted Art Dispositions 4.1(s) Material Contracts Schedule R-1 4.1(t) Intellectual Property Schedule 4.1(u) Indebtedness as of September 30, 2003 Schedule 4.1(v) Employee Relations Schedule 5.19 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 7.6 Mergers CREDIT AGREEMENT THIS This CREDIT AGREEMENT (this “"Agreement”), is entered into ") dated as of October 28December 22, 2010, 2003 by and among AGCO CORPORATION, a Delaware corporation ("AGCO"), AGCO CANADA, LTD., a Saskatchewan corporation ("Canadian Subsidiary"), AGCO LIMITED, an English corporation ("English Subsidiary One"), AGCO INTERNATIONAL LIMITED, an English corporation ("English Subsidiary Two"), AGCO HOLDING B.V., a Netherlands corporation ("Netherlands Subsidiary"), AGCO DEUTSCHLAND HOLDING LIMITED & CO. KG, a German limited partnership ("German Subsidiary"), and VALTRA HOLDING OY, a Finnish limited liability company ("Finnish Subsidiary"; AGCO, Canadian Subsidiary, English Subsidiary One, English Subsidiary Two, Netherlands Subsidiary, German Subsidiary and Finnish Subsidiary are referred to herein collectively as the "Borrowers" and individually as a "Borrower"); the lenders identified (the "Lenders") listed on the signature pages hereof hereof; COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH (each of "Rabobank"), as lead arranger and book runner (in such lenderscapacity, the "Lead Arranger"); SUNTRUST BANK and XXXXXX XXXXXXX SENIOR FUNDING, INC., as co-syndication agents (the "Co-Syndication Agents"), COBANK, ACB and THE BANK OF TOKYO-MITSUBISHI, LTD., NY BRANCH, as co-documentation agents (the "Co-Documentation Agents"); COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", CANADIAN BRANCH ("Rabobank Canada"), as Canadian administrative agent for the Canadian Lenders (together with their respective successors any successor appointed pursuant to Article 9, in such capacity, the "Canadian Administrative Agent"), and permitted assignsCOOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., are referred to hereinafter as a “Lender”"RABOBANK NEDERLAND", NEW YORK BRANCH, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (together with any successor appointed pursuant to Article 9, in such capacity, together with its successors and assigns in such capacity, “the "Administrative Agent”"), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit 2.1 Form of Revolving Loan Note Exhibit 2.3 Form of Term Loan Note Exhibit 2.4(a) Form of Swing Loan Note Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Early Election Certificate Exhibit I-1 Form of Imported Goods Agreement IP Reporting Certificate Exhibit L-1 P-1 Form of LIBOR Notice Perfection Certificate Exhibit 3.1(o) Form of Financial Condition Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account C-2 Competitors Schedule E-1 Eligible Inventory Locations I-1 Ineligible Institutions Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.16 Payment of Inventory Taxes Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.1(d) Billing Systems Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28November 7, 20102016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEPNC BANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPLIVEVOX HOLDINGS, LIMITEDINC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSLIVEVOX, INC., a Delaware corporation (“Hampshire DesignersBorrower”), ITEM-EYESLIVEVOX INTERNATIONAL, INC., a Delaware corporation (“Item-EyesLiveVox International Guarantor”), and XXXXX XXXXXSPEECHIQ, LLC, a Delaware an Ohio limited liability company (“Xxxxx XxxxxSpeechIQ Guarantor”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called together with LiveVox International Guarantor, the “Borrowers” and each individually, a “BorrowerGuarantors”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form A — Subject Interests (Listing of Leases) Exhibit B — Xxxxx, Interests and Allocated Values Exhibit C-1 — Easements Exhibit C-2 — Specified Equipment Exhibit D — Contracts Exhibit E — Escrow Agreement Exhibit F — Assignment and Acceptance Xxxx of Sale Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods G — Title Indemnity Agreement Exhibit L-1 Form H — Environmental Indemnity Agreement Exhibit I — Amendment to Confidentiality Agreement Exhibit J — Transition Services Agreement Schedule 2.03(b) — Additional Excluded Assets Schedule 4.01(b)(xii) — Farmin and Farmout Agreements Schedule 4.01(b)(xiii) — Area of LIBOR Notice Mutual Interest and Participation Agreements Schedule A-1 Agent6.02 — PPRs and Consents Schedule 6.06(b) — Compliance with Law Schedule 6.09(a) — Exceptions to Material Agreements Schedule 6.09(b) — Contracts for Sale of Production Schedule 6.09(c) — Take-or-Pay, Marketing and Forward Sale Agreements Schedule 6.12 — AFE’s Account Schedule A-2 Authorized Persons 6.13 — Liabilities Schedule C-1 Commitments 6.14 — Drilling Obligations Schedule D-1 Designated Account 6.16 — Plugging Obligations Schedule E-1 Eligible Inventory Locations 6.18 — Financial Assurances and Guarantees Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts 16.01 — Agreed Imbalances PURCHASE AND SALE AGREEMENT This Purchase and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT Sale Agreement (this “Agreement”), ) is made and entered into as this 27th day of October 28September, 20102011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEbetween BTA OIL PRODUCERS, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware Texas limited liability company (“Xxxxx XxxxxSeller”; Hampshire Designers), Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyKODIAK OIL & GAS (USA) INC., a Colorado corporation (“BorrowerBuyer”). The parties agree Buyer and Seller are collectively referred to as follows:the “Parties” and individually as a “Party.”

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule E-3 Eligible Equipment Locations Schedule E-4 Eligible Real Property Schedule L-1 Legal Description Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower's Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.11 Employee Benefits Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “"Agreement”"), is entered into as of October 28March 31, 20102011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSXXXXXXX INDUSTRIES, INC., a Delaware an Indiana corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “"Borrower”"). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment EXHIBIT A – FORM OF ASSIGNMENT OF RENTS AND LEASES EXHIBIT B – FORM OF DEED OF TRUST EXHIBIT C – FORM OF ENVIRONMENTAL INDEMNITY EXHIBIT D – [RESERVED] EXHIBIT E – FORM OF NOTICE OF BORROWING EXHIBIT F – FORM OF PROMISSORY NOTE EXHIBIT G – FORM OF ASSIGNMENT AND ACCEPTANCE SCHEDULE A – PRINCIPAL AMORTIZATION SCHEDULE SCHEDULE 6.3 – BORROWER FACILITIES SCHEDULE 8.3 – ORGANIZATION AND QUALIFICATIONS SCHEDULE 8.5 – SUBSIDIARIES SCHEDULE 8.8 – DEBT SCHEDULE 8.10 – TITLE TO PROPERTY SCHEDULE 8.11 – TRADE NAMES SCHEDULE 8.12 – LITIGATION SCHEDULE 8.15 – ENVIRONMENTAL LAW SCHEDULE 8.22 – INTELLECTUAL PROPERTY SCHEDULE 9.11 – GUARANTIES SCHEDULE 9.17 – EXISTING LIENS TERM LOAN AND SECURITY AGREEMENT Term Loan and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial StatementsSecurity Agreement, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into dated as of October 28September 27, 20102002, by and among the lenders identified financial institutions listed on the signature pages hereof (each of such lendersfinancial institutions, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), XXXXX FARGO GENERAL ELECTRIC CAPITAL FINANCE, LLCCORPORATION, a Delaware limited liability companycorporation (in its individual capacity, “GECC”) with an office at 000 Xxxxxxx Xxxxx, 2nd Floor, Norwalk, Connecticut 06856, as agent for the Lenders (in such capacityits capacity as agent for itself and the Lenders, together with its successors and assigns or affiliates in such capacity, the “Agent”), HAMPSHIRE GECC CAPITAL MARKETS GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation corporation, as Sole Arranger and Syndication Agent (in such capacity, the “Hampshire DesignersSyndication Agent”), ITEM-EYESBANK OF AMERICA, INC.N.A. (in its individual capacity, the “Bank”) with an office at 00 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000, as documentation agent for itself and the Lenders (in its capacity as documentation agent, the “Documentation Agent”) and Advanced Micro Devices, Inc. (the “Parent”), a Delaware corporation corporation, with offices at Xxx XXX Xxxxx, Xxxxxxxxx, XX 00000 and AMD International Sales and Service, Ltd. (“Item-EyesAMDISS”), and XXXXX XXXXX, LLC, a Delaware limited liability company corporation, as co-borrowers (“Xxxxx Xxxxx”; Hampshire Designersindividually and collectively, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations D-2 Data Center Leases Schedule F-1 Foreign Cash Equivalent Jurisdictions Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Q-1 Subsidiaries Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization 4.4 Locations of Subsidiaries Inventory, Equipment and Account Records Schedule 4.6(a) States Jurisdictions of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Holdings’ Subscriptions, Options, Warrants, Calls Schedule 4.7(c) Subsidiaries of Holdings Schedule 4.9 Litigation Schedule 4.12 4.13 Environmental Matters Schedule 4.13 Intellectual Property 4.14(a) Patents, Trademarks and Copyrights Schedule 4.14 Leases Schedule 4.15 4.16 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted 4.18 Closing Date Indebtedness Schedule 4.30 Locations of Inventory 5.2 Collateral Reporting Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 6.1 Indebtedness Schedule 6.6 Nature of Business 6.16 Inventory and Equipment with Bailees AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28December 8, 2010, 2008 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITEDSAVVIS COMMUNICATIONS CORPORATION, a Delaware Missouri corporation (“ParentBorrower”), and HAMPSHIRE DESIGNERSSAVVIS, INC., a Delaware corporation and sole owner of all of the Stock of Borrower (“Hampshire DesignersHoldings”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form A-1Form of Assignment and Acceptance Exhibit B-1 Form B-1Form of Borrowing Base Certificate Exhibit C-1 Form B-2Form of Bank Product Provider Agreement Exhibit C-1Form of Compliance Certificate Exhibit I-1 Form J-1Form of Imported Goods Agreement Xxxxxxx Exhibit L-1 Form L-1Form of LIBOR SOFR Notice Exhibit P-1Form of Perfection Certificate ​ ​ Schedule A-1 AgentA-1Agent’s Account Schedule A-2 Authorized A-2Authorized Persons Schedule C-1 Commitments C-1Commitments Schedule D-1 Designated C-2Customs Brokers Schedule D-1Designated Account Schedule E-1 Eligible Inventory Locations D-2Designated Subsidiary Guarantors Schedule P-1 Permitted P-1Permitted Investments Schedule P-2 Permitted P-2Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions 3.1Conditions Precedent Schedule 3.6 Conditions 3.6Conditions Subsequent Schedule 4.1(b) Capitalization 4.1(b)Capitalization of Loan Parties Schedule 4.1(c) Capitalization 4.1(c)Capitalization of Loan Parties’ Subsidiaries Schedule 4.6(a) States of Organization 4.1(d)Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices 4.6(b)Litigation Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental 4.11Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted 4.14Permitted Indebtedness Schedule 4.30 Locations 4.25Location of Inventory Schedule 5.1 Financial 4.27Material Contracts Schedule 5.1Financial Statements, Reports, Certificates Schedule 5.2 Collateral 5.2Collateral Reporting Schedule 6.6 Nature of Business 6.12Parent Intellectual Property ​ ​ ​ ​ -vii- ​ ​ ​ CREDIT AGREEMENT ​ THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of October 28March 15, 2010, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, (“Xxxxx Fargo”), as administrative and collateral agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITEDCPI CARD GROUP INC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC.CPI CG Inc., a Delaware corporation (“Hampshire DesignersCPI CG”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), ) and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called those additional entities that hereafter become parties hereto as Borrowers in accordance with the “Borrowers” and each individually, a “Borrower”)terms hereof by executing the form of Joinder attached hereto as Exhibit J-1. The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent [Schedule 3.6 Conditions Subsequent Subsequent] Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.10 Transactions with Affiliates CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of October 28, 2010, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPXXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a Delaware corporation national banking association, as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the “ParentSole Lead Arranger”), and HAMPSHIRE DESIGNERSXXXXX FARGO BANK, INC.NATIONAL ASSOCIATION, a Delaware corporation national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Hampshire DesignersSole Book Runner”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXRNGR ENERGY SERVICES, LLC, a Delaware limited liability company (“Xxxxx XxxxxParent”), RANGER ENERGY SERVICES, LLC, a Delaware limited liability company (“Ranger”), TORRENT ENERGY SERVICES, LLC, a Delaware limited liability company (“Torrent”), RANGER ENERGY LEASING, LLC, a Delaware limited liability company (“Leasing”); Hampshire DesignersRANGER ENERGY PROPERTIES, Item-Eyes LLC, a Delaware limited liability company (“Properties”); ACADEMY OILFIELD RENTALS, LLC, a Delaware limited liability company (“Academy”); RANGER ENERGY EQUIPMENT, LLC, a Delaware limited liability company (“Equipment”); and Xxxxx Xxxxx are herein collectively called those additional entities (the “Additional Borrowers” ”) that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each of Parent, Ranger, Torrent, Leasing, Properties, Academy, Equipment and each individuallyAdditional Borrower, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 A Form of Assignment and Acceptance Exhibit B-1 B Form of Borrowing Base Certificate Administrative Questionnaire Exhibit C-1 Form of Compliance Borrowing Request Exhibit C-2 Form of Swingline Borrowing Request Exhibit D Form of Mortgage Exhibit E Form of Collateral Agreement Exhibit F Form of Solvency Certificate Exhibit I-1 H-1 Form of Imported Goods Agreement Revolving Note Exhibit L-1 H-2 Form of LIBOR Notice Term Note Exhibit I List of Closing Documents Schedule A-1 Agent’s Account 1.01(a) [Intentionally Omitted] Schedule A-2 Authorized Persons 1.01(b) Mandatory Cost Schedule C-1 1.01(c) Certain Subsidiaries Schedule 2.01 Commitments Schedule D-1 Designated Account 2.05 Existing Letters of Credit Schedule E-1 Eligible Inventory Locations 3.01 Organization and Good Standing Schedule P-1 Permitted Investments 3.04 Governmental Approvals Schedule P-2 Permitted Liens 3.07(e) Condemnation Proceedings Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b3.07(g) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b3.08(a) Litigation Schedule 4.12 3.08(b) Violations Schedule 3.12 Taxes Schedule 3.15 Environmental Matters Schedule 4.13 Intellectual 3.17(a) Owned Real Property Schedule 4.14 Leases 3.17(b) Leased Real Property Schedule 4.15 Deposit Accounts and Securities Accounts 3.19 Labor Matters Schedule 4.17 Material Contracts 3.20 Insurance Schedule 4.19 Permitted 6.01 Indebtedness Schedule 4.30 Locations of Inventory 6.02(a) Liens Schedule 5.1 Financial Statements, Reports, Certificates 6.04 Investments Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.07 Transactions with Affiliates AMENDED AND RESTATED CREDIT AGREEMENT THIS CREDIT AGREEMENT dated as of April 25, 2012 (this “Agreement”), is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSCHART INDUSTRIES, INC., a Delaware corporation (“Hampshire Designers”)corporation, ITEM-EYES, INC.CHART INDUSTRIES LUXEMBOURG S.À X.X., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware private limited liability company (“Xxxxx Xxxxx”; Hampshire Designerssociété à responsabilité limitée), Itemincorporated under the laws of Luxembourg, with a share capital amounting to EUR 1,005,900, having its registered office at 291, route d’Xxxxx, X-0000 Xxxxxxxxxx and registered with the Luxembourg Trade and Companies Register under number B 148.907, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A., FIFTH THIRD BANK, HSBC BANK USA, NATIONAL ASSOCIATION, RBS CITIZENS, N.A., U.S. BANK NATIONAL ASSOCIATION and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”)Syndication Agents. The parties hereto agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods A Escrow Agreement Exhibit L-1 Form B Landlord's Agreement Exhibit C Sellers' Legal Opinion Matters Exhibit D General Conveyance, Xxxx of LIBOR Notice Sale and Assignment Exhibit E Buyers' Legal Opinion Matters Exhibit F Assumption Agreement Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory 1 Clinic Names and Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 2 Real Property Collateral Ownership and Leases Schedule 1.1 Definitions 3 Allocation of Purchase Price Payment Among Sellers Schedule 3.1 Conditions Precedent 1.1(a) List of Tangible Personal Property Schedule 3.6 Conditions Subsequent 1.1(d) Contracts and Purchase Orders Schedule 4.1(b1.17 Excluded Assets Schedule 4.1(f) Capitalization Financial Statements Schedule 4.1(c4.1(j) Capitalization of Subsidiaries Real Property Leases Schedule 4.6(a4.1(l) States of Organization Bank Accounts Schedule 4.6(b4.1(m) Chief Executive Offices Tax Returns and Audits Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b4.1(n) Litigation and Proceedings Schedule 4.12 Environmental Matters 4.1(o) Compensation and Benefits of Employees Schedule 4.13 Intellectual 4.1(q) Required Consents and Notices Schedule 4.1(r) Permits and Licenses Schedule 4.1(s) Absence of Specified Changes Schedule 4.1(t) Insurance Policies Schedule 4.1(u) Employee Benefit Plans Schedule 4.1(x) Real Property Schedule 4.14 Leases 4.1(y) Depreciation Schedule 4.15 Deposit Accounts Schedule 6.1(n) Physicians and Securities Accounts Employees to Sign Agreements Schedule 4.17 Material Contracts 8.5 Certain Equipment Debt Schedule 4.19 Permitted Indebtedness Schedule 4.30 8.6(b) Facility Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT STOCK AND ASSET PURCHASE AGREEMENT THIS CREDIT AGREEMENT This Stock and Asset Purchase Agreement (this “the "Agreement”), ") is made and entered into as of October 28the 31st day of December, 20101996, by and among the lenders identified on the signature pages hereof (each of such lendersOccuCenters, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLCInc., a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware Nevada corporation (“Parent”"OCI"), and HAMPSHIRE DESIGNERSOccupational Health Centers of the Southwest, INC.P.A., a Delaware corporation Texas professional association (“Hampshire Designers”)"OHCSW") (OCI and OHCSW being sometimes hereinafter referred to collectively as "Buyers" and, ITEM-EYESindividually, INC., as a Delaware corporation (“Item-Eyes”"Buyer"), and XXXXX XXXXX, LLCDRCA Medical Corporation, a Delaware Texas corporation ("DRCA"), Xxxxxxx X. Xxxxxxx, M.D. ("Xxxxxxx"), PhysiCare, L.L.P., a Texas registered limited liability company partnership (“Xxxxx Xxxxx”; Hampshire Designers"PCLLP"), Item-Eyes and Xxxxx Xxxxx are herein DRCA Houston Clinics, Inc., a Texas corporation ("DRCA Houston") (DRCA, Donovan, PCLLP, and DRCA Houston being sometimes hereinafter referred to collectively called the “Borrowers” and each as "Sellers" and, individually, as a “Borrower”"Seller"). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 A Form of Administrative Questionnaire Exhibit B Form of Assignment and Acceptance Exhibit B-1 C Form of Borrowing Base Certificate Request Exhibit C-1 D Form of Compliance Certificate Indemnity, Subrogation and Contribution Agreement Exhibit I-1 E Form of Imported Goods Parent Guarantee Agreement Exhibit L-1 F Form of LIBOR Notice Domestic Pledge Agreement Exhibit G Form of Subsidiary Guarantee Agreement Exhibit H Form of Domestic Security Agreement Exhibit I Form of Intellectual Property Security Agreement Exhibit J-1 Form of Opinion of Xxxxxx Xxxx & Xxxxxx LLP Exhibit J-2 Form of Opinion of General Counsel Exhibit J-3 Forms of Opinion of Local Counsel Schedule A-1 Agent’s Account A Adjustments Schedule A-2 Authorized Persons Schedule C-1 2.01 Lenders and Commitments Schedule D-1 Designated Account 3.08 Subsidiaries and outstanding subscriptions, options, warrants, etc. Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 3.09 Litigation Schedule 4.12 3.14 Taxes Schedule 3.17 Environmental Matters Schedule 4.13 Intellectual 3.18 Capitalization Schedule 3.20 Labor Matters Schedule 3.23(a) Location of Real Property and Mortgages Schedule 4.14 Leases 3.23(b) Location of Leased Premises Schedule 4.15 Deposit Accounts and Securities Accounts 4.01 Local Jurisdictions Where Opinion Required Schedule 4.17 Material Contracts Schedule 4.19 Permitted 6.01 Indebtedness Schedule 4.30 Locations of Inventory 6.02 Liens Schedule 5.1 Financial Statements, Reports, Certificates 6.04 Investments Schedule 5.2 Collateral Reporting 6.07 Transactions with Affiliates Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS 6.09 Restrictive Agreements CREDIT AGREEMENT (this “Agreement”), is entered into "AGREEMENT") dated as of October 28November 10, 20101998, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, UCAR INTERNATIONAL INC., a Delaware corporation (“Hampshire Designers”"UCAR"), ITEM-EYES, UCAR GLOBAL ENTERPRISES INC., a Delaware corporation (“Item-Eyes”the "BORROWER"), and XXXXX XXXXX, LLCUCAR S.A., a Delaware limited liability company Swiss corporation (“Xxxxx Xxxxx”; Hampshire Designersthe "SWISS BORROWER"), Item-Eyes the LENDERS party hereto, THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") and Xxxxx Xxxxx are herein collectively called as collateral agent (in such capacity, the “Borrowers” "COLLATERAL AGENT"), CREDIT SUISSE FIRST BOSTON, as syndication agent, and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as syndication agent. Effective on the Effective Date (such term, and each individuallyother capitalized term used and not otherwise defined herein, a “Borrower”having the meaning assigned to it in Article I), the Existing Credit Agreement will be amended in the form of and replaced with two credit agreements, consisting of (a) the Existing Credit Agreement, as amended and restated, and (b) this Agreement, under which the Lenders or the lenders under the Existing Credit Agreement, as applicable, will maintain existing credit and extend new credit to the Borrower and certain Subsidiaries in an aggregate original principal amount as of the Effective Date of $819,400,000. From and after the Effective Date, (a) this Agreement will govern the Tranche C Term Loans and (b) the Existing Credit Agreement will govern the commitments, loans and letters of credit referred to therein. The Credit Parties have requested the Lenders to extend credit hereunder in the form of (a) U.S. Term Loans to the Borrower on the Effective Date, in an aggregate principal amount of $125,000,000, and (b) Swiss Term Loans to the Swiss Borrower on the Effective Date, in an aggregate principal amount of $85,000,000. The proceeds of the Loans will be used for general corporate purposes of the Borrower and the Subsidiaries, including (a) the repayment on the Effective Date of $88,600,000 of outstanding revolving loans under the Existing Credit Agreement, (b) the prefunding and payment on the Effective Date of $20,400,000 of fourth quarter 1998 amortization payments to become due under the Existing Credit Agreement, (c) the financing of Litigation Payments and (d) the payment of transaction fees and expenses. The Lenders are willing to extend such credit to the Credit Parties on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Exhibits and Schedules. ​ ​ ​ Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR SOFR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Exhibit U-1 Form of U.S. Tax Compliance Certificate ​ ​ Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Account Jurisdictions Schedule E-2 Eligible Parts, Eligible Whole Aircraft Collateral and Eligible Whole ​ Engine Collateral Locations Schedule E-3 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business ​ ​ ​ ​ AMENDED AND RESTATED CREDIT AGREEMENT THIS ​ This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28July 20, 2010, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPXXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), CIBC BANK USA, as Syndication Agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), AERSALE CORPORATION, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, MONOCLE PARENT LLC, a Delaware limited liability company (“Xxxxx XxxxxMonocle Parent”; Hampshire Designers), Item-Eyes AERSALE AVIATION INC., a Delaware corporation (“AerSale Aviation” and Xxxxx Xxxxx are herein collectively called together with Parent and Monocle Parent, the “BorrowersParent Companies” and each individuallya “Parent Company”), AERSALE, INC., a Florida corporation (“AerSale”), the Subsidiaries of AerSale identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (AerSale and such Subsidiaries and other entities, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). Borrowers, Agent and certain lenders are party to that certain Credit Agreement dated as of April 11, 2011 (as amended, the “Existing Credit Agreement”). The parties hereto wish to completely amend, restate and modify (but not extinguish) the Existing Credit Agreement through the execution of this Agreement. Administrative Borrower has requested, and Agent and Lenders have agreed, to make available to Borrowers, certain revolving and term credit facilities upon and subject to the terms and conditions set forth in this Agreement. The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Exhibit U-1 Form of U.S. Tax Compliance Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Account Jurisdictions Schedule E-2 Eligible Parts, Eligible Whole Aircraft Collateral and Eligible Whole Engine Collateral Locations Schedule E-3 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28July 20, 2010, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPWXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), AERSALE HOLDINGS, INC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSAERSALE, INC., a Delaware Florida corporation (“Hampshire DesignersAerSale”), ITEM-EYES, INC., a Delaware corporation (the Subsidiaries of AerSale identified on the signature pages hereof as “Item-EyesBorrowers”), and XXXXX XXXXXthose additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (AerSale and such Subsidiaries and other entities, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyeach, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). Borrowers, Agent and certain lenders are party to that certain Credit Agreement dated as of April 11, 2011 (as amended, the “Existing Credit Agreement”). The parties hereto wish to completely amend, restate and modify (but not extinguish) the Existing Credit Agreement through the execution of this Agreement. Administrative Borrower has requested, and Agent and Lenders have agreed, to make available to Borrowers, certain revolving and term credit facilities upon and subject to the terms and conditions set forth in this Agreement. The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Locations of Borrowing Base Inventory Locations and Equipment Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Inventory Schedule 4.26 Real Estate Schedule 4.27 Insurance Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October June 28, 20102016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCETPG SPECIALTY LENDING, LLCINC., a Delaware limited liability companycorporation (“TSL”), as administrative agent for each member of the Lenders Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPTSL, LIMITEDas sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Sole Lead Arranger”), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSPROFESSIONAL POWER PRODUCTS, INC., a Delaware an Illinois corporation (“Hampshire DesignersPPPI”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXPOWERTRAIN INTEGRATION ACQUISITION, LLC, a Delaware an Illinois limited liability company (“Xxxxx XxxxxPIA”; Hampshire Designers), ItemBI-Eyes PHASE TECHNOLOGIES, LLC, a Minnesota limited liability company (“BPT”), and Xxxxx Xxxxx the other Persons from time to time party hereto as borrowers (such Persons together with Parent, PPPI, PIA and BPT, are herein collectively called the “Borrowers” and referred to hereinafter each individually, individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.

Exhibits and Schedules. Annex A Purchase Price Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods A MS Hub MIPA Escrow Agreement Exhibit L-1 Form B Assignment of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Membership Interests Exhibit C Title Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Exhibit D Mutual Release Exhibit E Supplemental Agreement Schedule 1.1 Definitions Recent Bond Dome Budget Schedule 3.1 Conditions Precedent 1.2 Interim Period Budget Schedule 3.6 Conditions Subsequent 1.3(a) Sellers Knowledge Parties Schedule 4.1(b1.3(b) Capitalization Buyer Knowledge Parties Schedule 4.1(c3.3 Seller Approvals Schedule 4.4(a) Capitalization of Subsidiaries Contracts and Permits Schedule 4.6(a4.5(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.5(b) Intellectual Property – Material Contracts Schedule 4.19 Permitted Indebtedness 4.8 Taxes Schedule 4.30 Locations 4.11 Permits Schedule 4.12 Insurance Schedule 4.13 Certain Assets Schedule 4.14(a) Real Property Interests Schedule 4.14(a)(i) Liens Schedule 4.14(b) Rights-of-Way Schedule 4.14(d) Real Property Map Schedule 4.19(a) Balance Sheet Schedule 4.19(c) Undisclosed Liabilities Schedule 4.20 Certain Changes Schedule 5.3 Buyer Approvals Schedule 6.1 Conduct of Inventory Business Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 6.5(a) Company Guarantees Schedule 6.6 Nature of Business CREDIT Whitney Bank Transactions Schedule 6.14(a) Excluded Assets Schedule 6.15 Bonds Schedule 7.1(h) Material Consents and Approvals Schedule 8.2(a)(v) Indemnifiable Litigation Matters MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS CREDIT AGREEMENT MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of October 31, 2007 (this “Agreement”), is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof (each of such lendersTxxx X. Xxxx, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation Xx. (“ParentBxxx”), and HAMPSHIRE DESIGNERSTxxx X. Xxxx, INCXx., a Delaware corporation (“Hampshire Designers”)as trustee for The Txxx X. Xxxx, ITEM-EYES, INC.Xx. Family Trust, a Delaware corporation South Dakota spendthrift trust (the “Item-EyesBean Trust”, and together with Bean, each a “Seller” and, collectively, “Sellers”), and XXXXX XXXXXMississippi Hub Acquisition Company, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “BorrowerBuyer”). The parties agree as follows:.

Exhibits and Schedules. Exhibits Exhibit A-1 A-Part I Leases Exhibit A-Part II Wxxxx (WI/NRI) Exhibit A-Part III Applicable Contracts Exhibit A-Part IV Encumbrances, Rights-of-Way, Surface Contracts Exhibit B Excluded Assets Exhibit C Form of Assignment and Acceptance Bxxx of Sale Exhibit B-1 D Contingent Parameter-Upper Eagleford Exhibit E Form of Borrowing Base Letter-in-Lieu Exhibit F Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form Non-Foreign Status Schedules Schedule 3.3 Oil and Gas Imbalances Schedule 3.8 Allocated Values Schedule 4.4 Consents Schedule 4.5 Litigations Schedule 4.6 Violation of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Laws Schedule A-1 Agent’s Account 4.7 Preferential Rights Schedule A-2 Authorized Persons 4.9 Environmental Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases 4.10 Production Taxes Schedule 4.15 Deposit Accounts and Securities Accounts Authorization for Expenditures Schedule 4.17 Material 4.18 Hydrocarbon Sale Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature 6.1 Conduct of Business CREDIT PURCHASE AND SALE AGREEMENT THIS CREDIT AGREEMENT This Purchase and Sale Agreement (this “Agreement”)) dated the 5th day of December, 2014 is entered into as of October 28between Axxx Xxxx Eagle, 2010LLC, by a Texas limited liability company, with offices at 10000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (the “Seller”) and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEReOil Eagle I, LLC, a Delaware limited liability company, as agent for with offices at 1000 Xxxxxxxx, Xxx 0000, Xxxxxx, XX 00000 (the Lenders (in such capacity, together with its successors and assigns in such capacity, “AgentBuyer”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXwith ReOil, LLC, a Delaware limited liability company company, with offices at 1000 Xxxxxxxx, Xxx 0000, Xxxxxx, XX 00000 (“Xxxxx XxxxxReOil”; Hampshire Designers) joining this Agreement solely to acknowledge and agree to the terms of Section 16.4. Either Seller or Buyer, Item-Eyes and Xxxxx Xxxxx are herein as the case may be, is hereinafter referred to as “Party” or collectively called the as “Borrowers” and each individually, a “BorrowerParties”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 G-1 Form of Imported Goods Agreement Guaranty Exhibit L-1 N-1 Form of LIBOR Notice Promissory Note Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations E-2 Existing Letters of Credit Schedule P-1 Permitted Investments Indebtedness Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Transactions with Affiliates Schedule R-1 Real Property Collateral P-4 Permitted Contingent Obligations Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.7 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.27 Locations of Inventory and Equipment Schedule 4.29 Surety Obligations Schedule 4.30 Restrictive Agreements Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 13.1(k) Initial Voting Participants AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), ) is entered into as of October 28May 15, 20102015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPand together with BANK OF AMERICA, LIMITEDN.A., a national banking association, as joint lead arrangers (the “Lead Arrangers”) and as joint bookrunners (the “Bookrunners”), BANK OF AMERICA, N.A., a national banking association, as syndication agent (the “Syndication Agent”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as documentation agent (the “Documentation Agent”), BOISE CASCADE COMPANY, a Delaware corporation (“ParentBoise Cascade”), and HAMPSHIRE DESIGNERSBOISE CASCADE BUILDING MATERIALS DISTRIBUTION, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLCL.L.C., a Delaware limited liability company (“Xxxxx XxxxxBoise Materials Distribution”), and BOISE CASCADE WOOD PRODUCTS, L.L.C., a Delaware limited liability company (“Boise Wood Products”; Hampshire Designerstogether with Boise Cascade and Boise Materials Distribution, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and referred to hereinafter each individually, individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). This Agreement refers to a Credit Agreement dated as of July 13, 2011, by and among Borrowers, the Lenders, and the Agent, as administrative agent (that agreement as amended, restated, supplemented, or otherwise modified before the date of this Agreement, the “Existing Credit Agreement”). The parties desire to amend and restate the Existing Credit Agreement as set forth in this Agreement. The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate B-2 Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Existing Letters of Credit Schedule F-1 Non-Recurring Expenses (ConnectedHealth Acquisition) Schedule F-2 Fees and Expenses Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.22 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28June 8, 20102016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSCONNECTURE, INC., a Delaware corporation (“Hampshire DesignersConnecture”), ITEM-EYESand DESTINATIONRX, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx XxxxxDRX”; Hampshire Designerstogether with Connecture, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and referred to hereinafter each individually, individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 E-1 Form of Imported Goods Agreement Equipment Lease Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower's Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 ERISA Matters Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.24 Locations of Inventory Collateral Schedule 4.29 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “"Agreement”"), is entered into as of October 28May 13, 20102014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), HAMPSHIRE GROUPXXXXX FARGO CAPITAL FINANCE, LIMITEDLLC, a Delaware corporation as sole lead arranger and sole bookrunner (“Parent”in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXESSEX HOLDINGS, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers"Parent"), Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyESSEX CRANE RENTAL CORP., a “Delaware corporation ("Borrower”"). This Agreement shall be effective as of the Closing Date (as defined below) upon the satisfaction of the conditions set forth herein; effective on the Closing Date, this Agreement amends, restates, supersedes and replaces in its entirety that certain Third Amended and Restated Credit Agreement dated as of March 15, 2013 (as amended or otherwise modified prior to the date hereof, the "Third Amended Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders, which itself amended, restated, superseded and replaced in its entirety that certain Second Amended and Restated Loan and Security Agreement dated March 6, 2008 (as amended or otherwise modified prior to the date hereof, the "Second Amended Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders, which itself amended, restated, superseded and replaced in its entirety that certain Amended and Restated Loan and Security Agreement dated February 13, 2007 (as amended or otherwise modified prior to March 6, 2008, the "First Amended Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders and which itself amended, restated, superseded and replaced in its entirety that certain Loan and Security Agreement dated September 22, 2004 (as amended or otherwise modified prior to February 13, 2007, the "Original Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders. Effective on the Closing Date, all Prior Obligations (as defined below) of Borrower owing under the Third Amended Loan Agreement shall continue to exist under, and be evidenced by, this Agreement. The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory and Equipment Locations Schedule P-1 P-1* Permitted Investments Schedule P-2 P-2* Permitted Liens Schedule P-3 P-3* Permitted Art Dispositions of Certain Persons, Joint Ventures and Certain Property Schedule R-1 P-4* Permitted Scheduled Disposition Schedule R-1* Real Property Collateral Schedule S-1* Significant Subsidiaries Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization )* List of Subsidiaries Schedule 4.6(a) States 4.1(c)* Capitalization of Organization Significant Parties and Pledged Persons Schedule 4.6(b) Chief Executive Offices 4.10* Benefit Plans Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14* Permitted Indebtedness Schedule 4.30 Locations 4.20* Assets and Liabilities of Parent and American Produce Schedule 4.24* Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Exhibit 10.1 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “"Agreement”"), is entered into as of October 28February 5, 20102013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), HAMPSHIRE GROUPXXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a national banking association, as a lead arranger,MERRILL, LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED,as a lead arranger, COÖPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,as a lead arranger and XXXXXXX SACHS BANK USA, as a lead arranger(in such capacity, together with their successors and assigns in such capacity, collectively the "Joint Lead Arrangers" and individually a "Joint Lead Arranger"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as a book runner and MERRILL, LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED,as a book runner (in such capacity, together with their successors and assigns in such capacity, collectively the "Joint Book Runners" and individually a "Joint Book Runner"),COÖPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as a syndication agent and BANK OF AMERICA, N.A., as a syndication agent (in such capacity, together with their successors and assigns in such capacity, collectively the "Syndication Agents" and individually a "Syndication Agent"), XXXXXXX SACHS BANK USA, as documentation agent(in such capacity, together with its successors and assigns in such capacity, "Documentation Agent"),XXXXXXXX BRANDS INTERNATIONAL, INC., a New Jersey corporation ("Parent"),XXXXXXXX BRANDS L.L.C., a Delaware limited liability company ("Xxxxxxxx Brands"), XXXXXXXX FRESH NORTH AMERICA L.L.C., a Delaware limited liability company ("Xxxxxxxx Fresh"), FRESH INTERNATIONAL CORP., a Delaware corporation (“Parent”"Fresh International"),FRESH EXPRESS INCORPORATED, a Delaware corporation ("Fresh Express"), and HAMPSHIRE DESIGNERSBC SYSTEMS, INC., a Delaware corporation (“Hampshire Designers”"BC Systems"), ITEM-EYESVERDELLI FARMS INC., a Pennsylvania corporation("Verdelli"), TRANSFRESH CORPORATION, a Delaware corporation ("Transfresh"),CB CONTAINERS, INC., a Delaware corporation (“Item-Eyes”"CB Containers"), and XXXXX XXXXXV.F. TRANSPORTATION, LLCL.L.C., a Delaware Pennsylvania limited liability company (“Xxxxx Xxxxx”"VF Transportation"; Hampshire Designerstogether with Xxxxxxxx Brands, Item-Eyes Xxxxxxxx Fresh, Fresh International,Fresh Express, BC Systems, Verdelli, Transfreshand CB Containersare referred to hereinafter each individually as a "Borrower", and Xxxxx Xxxxx are herein collectively called individually and collectively, jointly and severally, as the “"Borrowers” and each individually, a “Borrower”"). The parties agree as follows:: Exhibit 10.1

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance A Hotel Legal Description Exhibit B-1 Form of Borrowing Base B North Beach Legal Description Exhibit C Financial Statements Exhibit D FIRPTA Certificate Exhibit C-1 Form of Compliance Certificate E HdC Interest Assignment Exhibit I-1 Form of Imported Goods F Indemnification Escrow Agreement Exhibit L-1 Form of LIBOR Notice G North Beach Plan and Budget Exhibit H Replacement Debt Criteria Schedules Schedule A-1 Agent’s Account 1 Acquired Entities and Subsidiary Entities Schedule A-2 Authorized Persons 2 HdC Interests Schedule C-1 3 Excluded Contracts Schedule 4 Expansion Entitlements Schedule 5 Pro Forma Title Policy Schedule 6 Loan Documents Relating to Existing Debt Schedule 2.2 Reference Working Capital Amount Schedule 2.4 Purchase Price Allocation Schedule 3.3 Post-Closing Structure Chart Schedule 4.3 Violations Schedule 4.5 Special Taxes Schedule 4.7 Ordinary Course Contracts Schedule 4.8 Occupancy Agreements Schedule 4.10 Condemnation Schedule 4.12 Commitments Schedule D-1 Designated Account 4.17 [Intentionally Deleted] Schedule E-1 Eligible Inventory Locations 4.18 HdC Marks Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental 4.19 Tax Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 4.21 Benefit Plans PURCHASE AND SALE AGREEMENT THIS CREDIT PURCHASE AND SALE AGREEMENT (this “"Agreement”), ") is entered into made as of October 2831, 20102005 (the "Effective Date"), by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXKSL Recreation Holdings I, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers"KSL"), Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyKSL Recreation Management Operations, LLC, a “Borrower”Delaware limited liability company ("KSL Management") (KSL and KSL Management, each a "Seller" and collectively, the "Sellers"). The parties agree as follows:, and SHC Del Coronado, L.L.C., a Delaware limited liability company ("Purchaser").

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit U-1 Form of Security Agreement Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations I-1 Immaterial Subsidiaries Schedule N-1 Non-Loan Party Subsidiaries Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule S-1 Significant Subsidiaries Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent 4.5 Locations of Inventory and Equipment Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a4.7(a) States of Organization Schedule 4.6(b4.7(b) Chief Executive Offices Schedule 4.6(c4.7(c) Organizational Identification Numbers Schedule 4.6(d4.7(d) Commercial Tort Claims Schedule 4.7(b4.8(b) Capitalization of Borrowers Schedule 4.8(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.10 Litigation Schedule 4.12 4.14 Environmental Matters Schedule 4.13 4.15 Intellectual Property Schedule 4.14 Leases Schedule 4.15 4.17 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 5.2 Collateral Reporting Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 6.12 Investments Schedule 6.6 Nature of Business 6.13 Transactions with Affiliates CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28August 19, 2010, 2005 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, and ABLECO FINANCE LLC, a Delaware limited liability company, as the arranger, administrative agent for the Lenders and collateral agent for the Lender Group (in such capacitycapacities, together with its successors and assigns in such capacitycapacities, the “Agent”), HAMPSHIRE GROUP, LIMITEDand SITEL CORPORATION, a Delaware Minnesota corporation (“Parent”), and HAMPSHIRE DESIGNERSeach of Parent’s Subsidiaries identified on the signature pages hereof and that from time to time become parties to this Agreement (such Subsidiaries, INC.together with Parent, are referred to hereinafter each individually as a Delaware corporation (“Hampshire DesignersBorrower”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXcollectively, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called as the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 J-1 Form of Imported Goods Agreement Joinder Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.25 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of October 28May 15, 20102019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPWXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a Delaware national banking association, as lead arranger (in such capacity, with its successors and assigns in such capacity, the “Lead Arranger”), INSTEEL INDUSTRIES, INC., a North Carolina corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC.INSTEEL WIRE PRODUCTS COMPANY, a Delaware North Carolina corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree , and those additional Persons that are joined as follows:a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”).

Exhibits and Schedules. Exhibit A-1 Form EXHIBIT A Assets EXHIBIT B Certificate of Non-Foreign Status EXHIBIT C Seller Parent Guarantee EXHIBIT D Assigned Equity Assignment EXHIBIT E Resignation and Acceptance Exhibit B-1 Form Release EXHIBIT F Assignment of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Acquired XXXXx EXHIBIT G [Reserved] EXHIBIT H Seller/Acquired Company Releases SCHEDULE 1.1-A Acquired XXXXx SCHEDULE 1.1-B Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 SCHEDULE 1.1-C Seller’s Knowledge Individuals SCHEDULE 1.1-D Buyer’s Knowledge Individuals SCHEDULE 1.1-E Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(bShare Encumbrances SCHEDULE 1.1-F Encumbrances Released as of Closing SCHEDULE 2.3(b) Capitalization Schedule 4.1(cAllocated Values SCHEDULE 5.3 Consents or Approvals or Preferential Rights SCHEDULE 5.5 Legal Proceedings SCHEDULE 5.7 Tax Matters SCHEDULE 5.12 Financial Statements SCHEDULE 5.15(a) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations SCHEDULE 5.15(b) Material Contracts – Events of Inventory Schedule 5.1 Financial StatementsDefault SCHEDULE 8.2 List of Acquired Companies and San Xxxxx Releasing Persons PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (together with the Exhibits and Schedules made a part hereof, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), dated the 3rd day of November, 2015, is entered into as of October 28, 2010, made by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXbetween SP BETA HOLDINGS, LLC, a Delaware limited liability company (“Xxxxx XxxxxSeller”; Hampshire Designers), Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individuallyMEMORIAL PRODUCTION OPERATING LLC, a Delaware limited liability company (“BorrowerBuyer”). The parties agree Seller and Buyer are sometimes hereinafter referred to individually as follows:a “Party” and collectively as the “Parties.”

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28April 1, 20102014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPWXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSPROFESSIONAL POWER PRODUCTS, INC., a Delaware an Illinois corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-EyesPPPI”), and XXXXX XXXXXthe other Persons from time to time party hereto as borrowers (such Persons together with Parent and PPPI, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and referred to hereinafter each individually, individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 J-1 Form of Imported Goods Agreement Joinder Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Exhibit S-1 Form of Solvency Certificate Schedule A-1 Agent’s Account Accounts Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions 2.11 Existing Letters of Credit Schedule 3.1 Conditions Precedent to Initial Extension of Credit Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Chief Executive Offices, Etc. Schedule 4.1(c) Capitalization of Loan Parties and Subsidiaries Schedule 4.6(a4.2(d) States of Organization Subscription, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 281, 2010, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLC, a Delaware limited liability companyNATIONAL ASSOCIATION, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPINDEPENDENCE CONTRACT DRILLING, LIMITEDINC., a Delaware corporation (“Parent”), as lead borrower for the Borrowers referenced below (in such capacity, together with its successors and HAMPSHIRE DESIGNERSassigns in such capacity, INC., a Delaware corporation (“Hampshire DesignersLead Borrower”), ITEM-EYESPATRIOT SARATOGA MERGER SUB, INC.LLC, a Delaware corporation limited liability company (“Item-EyesMerger Sub”), and XXXXX XXXXX, ICD OPERATING LLC, a Delaware limited liability company formerly known as Sidewinder Drilling LLC (“Xxxxx XxxxxICD Operating”; Hampshire Designers) and the other Affiliates of Parent party hereto from time to time as borrowers (such Affiliates together with Parent, Item-Eyes Merger Sub and Xxxxx Xxxxx are herein collectively called the “Borrowers” and ICD Operating, each individually, individually a “Borrower”, and collectively, jointly and severally, “Borrowers”). The parties agree , and each Affiliate of Parent party hereto from time to time as follows:guarantors (each individually a “Guarantor” and collectively, jointly and severally, as “Guarantors”).

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions 1.1 Definitions Schedule R-1 Real Property Collateral 1.1(i) Immaterial Subsidiaries Schedule 1.1(ii) Historical EBITDA Schedule 1.1 Definitions (iii) Historical Fixed Charges Schedule 1.1(iv) Spin Off Transactions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Loan Parties Schedule 4.1(c) Capitalization of Loan Parties’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.20 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.13 Restrictions Affecting Subsidiaries CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28, 20102014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent and collateral agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPXXXXX FARGO BANK, LIMITEDNATIONAL ASSOCIATION, a Delaware national banking association, and [ ], a [ ], as joint lead arrangers and joint lead book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), [ ], a [ ], as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), [ ], a [ ], and [ ], a [ ], as co-documentation agents (in such capacity, together with their successors and assigns in such capacity, the “Co-Documentation Agents”), NOMAC DRILLING, L.L.C., an Oklahoma limited liability company (“NOMAC”), PERFORMANCE TECHNOLOGIES, L.L.C., an Oklahoma limited liability company (“PT”), GREAT PLANS OILFIELD RENTAL, L.L.C., an Oklahoma limited liability company (“GPOR”), XXXXXX TRUCKING COMPANY, L.L.C., (“Xxxxxx”), OILFIELD TRUCKING SOLUTIONS, L.L.C., an Oklahoma limited liability company (“OTS”, together with NOMAC, PT, GPOR, Xxxxxx and any other Person that at any time after the date hereof becomes a Borrower, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”, SEVENTY SEVEN ENERGY, INC., an Oklahoma corporation (“Parent”), and HAMPSHIRE DESIGNERSSEVENTY SEVEN OPERATING LLC, INC.an Oklahoma limited liability company (“SSO”), CHESAPEAKE OILFIELD FINANCE, Inc., a Delaware corporation (“Hampshire DesignersCOF”), ITEMMID-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, STATES OILFIELD SUPPLY LLC, a Delaware an Oklahoma limited liability company (“Xxxxx XxxxxMSOS”; Hampshire Designers), Item-Eyes KEYSTONE ROCK & EXCAVATION, L.L.C., an Oklahoma limited liability company (“KRE”), PTL PROP SOLUTIONS, L.L.C., an Oklahoma limited liability company (“PTL Prop”), WESTERN WISCONSIN SAND COMPANY, LLC, an Oklahoma limited liability company (“WWSC”, together with Parent, SSO, XXX, MSOS, KRE, PTL Prop, and Xxxxx Xxxxx any other Person that at any time after the date hereof becomes a Guarantor are herein collectively called referred to hereafter each individually as a “Guarantor” and individually and collectively, jointly and severally, as the “Borrowers” and each individually, a “BorrowerGuarantors”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Restructuring Chart Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.14 Chief Executive Office CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28May 10, 20102012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPXXXXX FARGO CAPITAL FINANCE, LIMITEDLLC, a Delaware corporation limited liability company, as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the “ParentSole Lead Arranger”), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as sole book runner (in such capacity, together with its successors and HAMPSHIRE DESIGNERSassigns in such capacity, the “Sole Book Runner”) and OCZ TECHNOLOGY GROUP, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Agent Payment Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 E-1Schedule E-2 Eligible Inventory Locations LocationsEligible Real Property Schedule E-3Schedule E-4 Existing Letters of CreditForeign Account Debtor Jurisdictions Schedule F-1 Freight Forwarders Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(a) Litigation Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.20 Taxes Schedule 4.24 Union Representation Schedule 4.31(a) Third Party Locations Schedule 4.31(b) Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 5.2Schedule 5.21 Collateral Reporting ReportingPost-Closing Matters Schedule 6.6 Nature of Business SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28April 26, 20102016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITEDVOXX ACCESSORIES CORP., a Delaware corporation (“ParentACC”), and HAMPSHIRE DESIGNERSVOXX ELECTRONICS CORP., a Delaware corporation (“AEC”), CODE SYSTEMS, INC., a Delaware corporation (“Hampshire DesignersCSI”), ITEM-EYES, INVISION AUTOMOTIVE SYSTEMS INC., a Delaware corporation (“Item-EyesIAS”)) and KLIPSCH GROUP, and XXXXX XXXXXINC., LLC, a Delaware limited liability company an Indiana corporation (“Xxxxx XxxxxKlipsch”; Hampshire Designers, Item-Eyes together with ACC, AEC, CSI and Xxxxx Xxxxx IAS, are herein collectively called the “Borrowers” and referred to hereinafter each individually, individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”) and VOXX INTERNATIONAL CORPORATION, Delaware corporation (“Parent”). The parties agree as follows:.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 J-1 Form of Imported Goods Agreement Joinder Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Indebtedness Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers' Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Closing Date Indebtedness Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.22 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Reports and Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of October 28May 4, 20102018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSMODEL N, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”"Borrower" or "Model N"), and XXXXX XXXXXthose additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each a "Borrower" and individually and collectively, LLCjointly and severally, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “as "Borrowers” and each individually, a “Borrower”"). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance A FORM OF NOTE Exhibit B-1 Form of Borrowing Base Certificate B FORM OF JOINDER AGREEMENT Exhibit C-1 Form of Compliance Certificate C FORM OF REQUEST FOR LOAN Exhibit I-1 Form of Imported Goods Agreement D FORM OF AVAILABILITY CERTIFICATE Exhibit L-1 Form of LIBOR Notice E FORM OF COMPLIANCE CERTIFICATE Exhibit F FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT Exhibit G FORM OF SUBSIDIARY BORROWER RELEASE Schedule A-1 Agent’s Account 1.1-A LENDERS AND COMMITMENTS Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 1.1-B DISQUALIFIED LENDERS Schedule 5.1 Financial Statements, Reports, Certificates INITIAL UNENCUMBERED ASSETS Schedule 5.2 Collateral Reporting 6.3 LIST OF ALL ENCUMBRANCES ON ASSETS Schedule 6.6 Nature of Business CREDIT 6.5 NO MATERIAL CHANGES Schedule 6.7 PENDING LITIGATION Schedule 6.20 ENVIRONMENTAL MATTERS Schedule 6.21(a) PARENT BORROWER SUBSIDIARIES Schedule 6.23 PROPERTY CONDITION; OPTIONS Schedule 8.1 SPECIFIED INDEBTEDNESS Schedule 8.14 MANAGEMENT FEES Schedule 19 NOTICE ADDRESSES TERM LOAN AGREEMENT THIS CREDIT TERM LOAN AGREEMENT (this “Agreement”), is entered into made as of October 28the 20th day of November, 20102017, by and among the lenders identified on the signature pages hereof (each of such lendersINDEPENDENCE REALTY OPERATING PARTNERSHIP, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLCLP, a Delaware limited liability companypartnership (“Parent Borrower”), the Subsidiary Borrowers party hereto from time to time, KEYBANK NATIONAL ASSOCIATION (together with any successor in interest, “KeyBank”), as an initial Lender, the other lending institutions which are parties to this Agreement as “Lenders”, the other lending institutions that may become parties hereto pursuant to §18 and KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPwith CAPITAL ONE, LIMITEDNATIONAL ASSOCIATION and THE HUNTINGTON NATIONAL BANK, a Delaware corporation as Co-Syndication Agents (collectively, “ParentSyndication Agents”), KEYBANK CAPITAL MARKETS, CAPITAL ONE, NATIONAL ASSOCIATION and HAMPSHIRE DESIGNERSTHE HUNTINGTON NATIONAL BANK as Joint Bookrunners (collectively, INC.“Bookrunners”) and KEYBANK CAPITAL MARKETS, a Delaware corporation CAPITAL ONE, NATIONAL ASSOCIATION and THE HUNTINGTON NATIONAL BANK, as Joint Lead Arrangers (collectively, “Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “BorrowerArrangers”). The parties agree as follows:R E C I T A L S

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent 5.5 Locations of Inventory and Equipment Schedule 3.6 Conditions Subsequent 5.7 Chief Executive Office; FEIN Schedule 4.1(b) Capitalization Schedule 4.1(c5.8(b) Capitalization of Borrower Schedule 5.8(c) Capitalization of Borrower's Subsidiaries Schedule 4.6(a) States of Organization 5.9 Governmental Consents Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 5.10 Litigation Schedule 4.12 5.14 Environmental Matters Schedule 4.13 5.16 Intellectual Property Schedule 4.14 5.17 Tower Leases and Key Leases Schedule 4.15 5.18 Demand Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 5.20 Permitted Indebtedness Schedule 4.30 Locations of Inventory 5.21 Licenses Schedule 5.1 Financial Statements, Reports, Certificates 5.27 Signal Carriage Schedule 5.2 Collateral Reporting 5.23 LMAs Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered 7.14 Transactions with Affiliates SCHEDULE A-1 AGENT'S ACCOUNT An account at a bank designated by Agent from time to time as the account into as of October 28, 2010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred which Borrower shall make all payments to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent Agent for the Lenders (in such capacitybenefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrower and the Lender Group to the contrary, together Agent's Account shall be that certain deposit account bearing account number 323-266193 and maintained by Agent with its successors and assigns in such capacityJPMorgan Chase Bank, “Agent”)4 Xxx Xxxx Xxxxx, HAMPSHIRE GROUP00xx Xxxxx, LIMITEDXxx Xxxx, a Delaware corporation (“Parent”)Xxx Xxxx 00000, and HAMPSHIRE DESIGNERS, INCABA #000000000., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Schedule 1.01(a) Existing Letters of Credit Schedule 1.01(b) Mortgaged Property Schedule 1.01(c) Subsidiary Guarantors Schedule 2.01(a) Revolving Commitments Schedule 2.01(b) Term Commitments Schedule 3.08 Subsidiaries Schedule 3.09 Litigation Schedule 3.17 Environmental Matters Schedule 3.18 Insurance Schedule 3.19(d) Mortgage Filing Offices Schedule 6.01 Indebtedness Schedule 6.02 Indebtedness Schedule 6.06 Agreements Restricting Dividends Exhibit A-1 A Form of Administrative Questionnaire Exhibit B Form of Assignment and Acceptance Exhibit B-1 C Form of Borrowing Base Certificate Request Exhibit C-1 D Form of Compliance Certificate Indemnity, Subrogation and Contribution Agreement Exhibit I-1 E Form of Imported Goods Deed of Trust Exhibit F Form of Parent Guarantee Agreement Exhibit L-1 G Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization FRD Guarantee Agreement Exhibit H Form of Subsidiaries Schedule 4.6(a) States Pledge Agreement Exhibit I Form of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts Security Agreement Exhibit J Form of Subsidiary Guarantee Agreement Exhibit K Form of Opinion of Parker, Poe, Xxxxx and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations Xxxxxxxxx, L.L.P. Exhibit L Form of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business Local Counsel Opinion CREDIT AGREEMENT THIS CREDIT AGREEMENT dated as of May 14, 1999 (this “Agreement”"AGREEMENT"), is entered into as of October 28among COCO'S RESTAURANTS, 2010INC., by and among the lenders identified on the signature pages hereof a California corporation, CARROWS RESTAURANTS, INC., a California corporation, XXXX'X RESTAURANTS, INC., a California corporation (each of such lendersthe foregoing, together with their respective successors and permitted assignsindividually, are referred to hereinafter as a “Lender”"BORROWER" and, as that term is hereinafter further definedcollectively, the "BORROWERS"), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INCFRD ACQUISITION CO., a Delaware corporation (“Hampshire Designers”"FRD"), ITEMFRI-EYES, INC.M CORPORATION, a Delaware corporation and a direct wholly owned subsidiary of FRD (“Item"FRI-Eyes”M"), and XXXXX XXXXXthe Lenders (as defined in Article I), LLCCREDIT LYONNAIS NEW YORK BRANCH, a Delaware limited liability company licensed branch of a banking corporation organized and existing under the laws of the Republic of France (“Xxxxx Xxxxx”; Hampshire Designers"CL"), Item-Eyes as swingline lender (in such capacity, the "SWINGLINE LENDER"), as issuing bank, as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") and Xxxxx Xxxxx are herein collectively called as collateral agent (in such capacity, the “Borrowers” "COLLATERAL AGENT") for the Lenders, and each individuallyTHE CHASE MANHATTAN BANK, a “Borrower”New York banking corporation ("CHASE"), as documentation agent (in such capacity, the "DOCUMENTATION AGENT") and as syndication agent (in such capacity, the "SYNDICATION AGENT"). The Borrowers have requested the Lenders to extend credit in the form of (a) Term Loans (such term and each other capitalized term used but not otherwise defined herein having the meaning given it in Article I) on the Closing Date, in an aggregate principal amount of $30,000,000 and (b) Revolving Loans at any time and from time to time prior to the Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $40,000,000 minus the aggregate L/C Exposure and Swingline Exposure at such time. The Borrowers have requested the Swingline Lender to extend credit, at any time and from time to time prior to the Maturity Date, in the form of Swingline Loans. The Borrowers have requested the Issuing Banks to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $20,000,000, to support payment obligations incurred in the ordinary course of business by the Borrowers and their wholly owned subsidiaries. The proceeds of the Loans are to be used solely (a) on the Closing Date, to repay or refinance loans under the Existing Credit Agreement and (b) after the Closing Date, for general corporate purposes. The Lenders and the Swingline Lender are willing to extend such credit to the Borrowers and the Issuing Banks are willing to issue letters of credit for the account of the Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Exhibits and Schedules. EXHIBITS Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods A Asset Purchase Agreement Exhibit L-1 Form B CFT TPM Agreement Exhibit C Escrow Agreement Exhibit D Guaranty Exhibit E Jewelry Supply Agreement Exhibit F License Termination and Settlement Agreement Exhibit G Officer Non-Compete Agreement Exhibit H-1 Transitional Services Agreement to NewCo Exhibit H-2 Transitional Services Agreement to Prebel SCHEDULES Schedule 2.7(a)(xi)(i) Legal Opinion of LIBOR Notice Counsel to Seller (Bahamas) Schedule A-1 Agent’s Account 2.7(a)(xi)(ii) Legal Opinion of Counsel to Seller (Cayman Islands) Schedule A-2 Authorized Persons 2.7(a)(xi)(iii) Legal Opinion of Counsel to Asset Vendors (Colombia) Schedule C-1 Commitments 2.7(a)(xi)(iv) Legal Opinion to Counsel of Guarantor (Colombia) Target Schedules Schedule D-1 Designated Account 3.2(a) Governing Documents; Jurisdictions Schedule E-1 Eligible Inventory Locations 3.2(m)(ii) Governmental Authorizations NewCo Schedules Schedule P-1 Permitted Investments 3.3(a) Governing Documents; Jurisdictions Schedule P-2 Permitted Liens 3.3(l)(ii) Governmental Authorizations Schedule P-3 Permitted Art Dispositions 3.33.3(m) Bank Accounts Asset Vendors Schedules Schedule R-1 3.4(a) Governing Documents; Jurisdictions Schedule 3.4(j) Offeror Contracts; Powers of Attorney; Guaranties Schedule 3.4(o)(i) Real Property Collateral Estate Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b3.4(p) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases 3.4(q)(ii) Governmental Authorizations Schedule 4.15 Deposit Accounts 3.4(s) Related Persons and Securities Accounts Competitors Schedule 4.17 Material Contracts 3.4(u) Insurance Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 3.4(v) Proceedings SHARE PURCHASE AGREEMENT THIS CREDIT SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of October 7 , 2005, is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLCbetween Sarastro Ltd. LDC., a Delaware Bahamian limited liability company, as agent for duration company incorporated pursuant to the Lenders 1989 International Business Company Act (in such capacity, together with its successors and assigns in such capacity, the “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“ParentSeller”), and HAMPSHIRE DESIGNERS, INC.Avon International Holdings Company, a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability Cayman Islands company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “BorrowerBuyer”). The parties agree Each of the Seller and Buyer may be referred to herein individually as follows:a “Party” and they may be referred to herein collectively as the “Parties.”

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Existing Letters of Credit Schedule F-1 Foreign Security Documents Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Intercompany Transactions Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Liens Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Parent Schedule 4.1(c) Capitalization of Parent’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(a) Material Litigation Schedule 4.7(b) Status of Closing Date Litigation Schedule 4.11 Defined Benefit Plans Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.29 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28November , 20102012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLCINC., a Delaware limited liability companyCalifornia corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPOCLARO, LIMITEDINC., a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC.OCLARO TECHNOLOGY LIMITED, a Delaware corporation company incorporated under the laws of England and Wales (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:.

Exhibits and Schedules. EXHIBITS: Exhibit A-1 “A” ― Leases Exhibit “B-1” ― Xxxxx Exhibit “B-2” ― Inventory Locations Exhibit “C” ― Facilities and Equipment Exhibit “D” ― Intentionally Deleted Exhibit “E-1” ― Allocated Values for Xxxxx Exhibit “E-2” ― Allocated Values for Inventory Locations Exhibit “E-3” ― Intentionally Deleted Exhibit “E-4” ― Allocated Value for Facilities and Equipment Exhibit “F” ― Form of Assignment and Acceptance Conveyance (Louisiana) Exhibit B-1 “G” ― Form of Borrowing Base Certificate Mineral Deed (Louisiana) Exhibit C-1 Form of Compliance Certificate “H” ― Intentionally Deleted Exhibit I-1 Form of Imported Goods “F” ― Transition Services Agreement Exhibit L-1 Form of LIBOR Notice SCHEDULES: Schedule A-1 Agent’s Account 2.10 ― Retained Assets Schedule A-2 Authorized Persons 5.3 ― Taxes Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 5.4 ― Material Contracts Schedule 4.19 Permitted Indebtedness 5.6 ― Litigation and Claims Schedule 4.30 Locations of Inventory 5.8 ― Take-or-Pay Obligations Schedule 5.1 Financial Statements, Reports, Certificates 5.9 ― Production Imbalances Schedule 5.2 Collateral Reporting 5.10 ― Outstanding Obligations / AFEs Schedule 6.6 Nature of Business CREDIT 5.12 ― Required Consents Schedule 5.13 ― Preferential Purchase Rights Schedule 5.14 ― Compliance with Laws Schedule 5.17 ― Compliance with Leases Schedule 11.6 ― Suspense Accounts v PURCHASE AND SALE AGREEMENT THIS CREDIT AGREEMENT This Purchase and Sale Agreement (this “Agreement”), ) is entered into dated as of October 28this 6th day of September, 20102017 (the “Execution Date”) but to be effective as of the Effective Time, by and among the lenders identified on the signature pages hereof between Rockcliff Energy Operating LLC, a Texas limited liability company, whose address is 0000 XxXxxxxx Xxxxxx, Suite 1300, Houston, Texas 77010 (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “LenderSeller”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, and Tellurian Production LLC, a Delaware limited liability company, as agent for the Lenders (in such capacitywhose address is 0000 Xxxxxxxxx Xxxxxx, together with its successors and assigns in such capacityXxxxx 0000, “Agent”)Xxxxxxx, HAMPSHIRE GROUP, LIMITED, a Delaware corporation Xxxxx 00000 (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “BorrowerBuyer”). The parties agree Buyer and Seller may sometimes be referred to in this Agreement individually as follows:a “Party” or, collectively, as the “Parties”.

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Affiliate Transactions Schedule P-2 Permitted Liens Holders Schedule P-3 Permitted Art Dispositions Liens Schedule R-1 Real Property Collateral Schedule R-2 Space Leases Schedule 1.1 Definitions Schedule 2.7(a) Concentration Account Bank Schedule 2.7(b) Collection Account Banks Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent 4.5 Locations of Inventory and Equipment Schedule 4.1(b4.7(a) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States State of Organization of Parent Schedule 4.6(b4.7(b) Chief Executive Offices Schedule 4.6(c4.7(c) Organizational Identification Numbers Number of Parent Schedule 4.6(d4.7(d) Commercial Tort Claims Schedule 4.7(b4.8(b) Capitalization of Parent Schedule 4.8(c) States of Organization, Organizational Identification Numbers and Capitalization of Parent’s Subsidiaries Schedule 4.10 Litigation Schedule 4.12 4.14 Environmental Matters Schedule 4.13 4.15 Intellectual Property Schedule 4.14 Leases Schedule 4.15 4.17 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory 4.20 Material Contracts Schedule 5.1 4.21 Suppliers Schedule 4.22 Margin Stock Schedule 4.23 Liquor Licenses Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.15 Existing Bailees, Warehousemen and Similar Parties CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 28November 15, 20102004, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLCINC., a Delaware limited liability companyCalifornia corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUPBUCA, LIMITEDINC., a Delaware Minnesota corporation (“Parent”), and HAMPSHIRE DESIGNERSeach of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, INC.together with Parent, are referred to hereinafter each individually as a Delaware corporation (“Hampshire DesignersBorrower”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXindividually and collectively, LLCjointly and severally, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called as the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Exhibits and Schedules. Exhibit A-1 SCHEDULE 1(A) List of Shareholders SCHEDULE 1(B) Optionholders and Stock Options EXHIBIT A Form of Assignment and Acceptance Exhibit B-1 Escrow Agreement EXHIBIT B Form of Borrowing Base Certificate Exhibit C-1 Stock Option Cancellation Agreement EXHIBIT C Disclosure Schedule EXHIBIT D Forms of Restrictive Covenants Agreement EXHIBIT E Form of Compliance Certificate Exhibit I-1 Opinion EXHIBIT F Form of Imported Goods Master Estoppel and Lease Modification Agreement Exhibit L-1 Form SCHEDULE 1.1 Net Working Capital Target Items SCHEDULE 3.2 Estimated Purchase Price Calculation Statement SCHEDULE 5.4 Governmental Approvals SCHEDULE 8.1(B) Certain Suppliers and Customers SCHEDULE 8.2 Pre-Closing Activities SCHEDULE 8.3 Third Party Consents and Approvals of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(bAuthorities SCHEDULE 8.7 Termination of Certain Agreements SCHEDULE 10.2 Approved Press Release SCHEDULE 10.6 Benefit Plans SCHEDULE 11.2(A) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Certain Indemnification Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT STOCK PURCHASE AGREEMENT THIS CREDIT AGREEMENT This Stock Purchase Agreement (this “"Agreement”), ") is made and entered into as of October 28August 17, 20102012, by and among the lenders identified on the signature pages hereof among: (each of such lendersi) Church & Dxxxxx Co., together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITEDInc., a Delaware corporation (“Parent”the "Purchaser"); (ii) Avid Health, and HAMPSHIRE DESIGNERS, INC.Inc., a Delaware Washington corporation (“Hampshire Designers”the "Company"), ITEM-EYES, INC., a Delaware corporation ; (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company iii) the Persons listed on Schedule 1(A) to this Agreement (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”"Seller" and collectively, the "Sellers"). The parties agree ; and (iv) the individual executing a joinder agreement to this Agreement on and as follows:of the date hereof as the initial Seller Representative.

Exhibits and Schedules. Exhibit A-1 A Form of Assignment and Acceptance Senior Certificate A-1 Exhibit B-1 B Form of Borrowing Base Class A-X Certificate B-2 Exhibit C-1 C Form of Compliance Class A-R Certificate C-1 Exhibit I-1 D Form of Imported Goods Agreement Subordinate Certificate D-1 Exhibit L-1 E Form of LIBOR Reverse of the Certificates E-1 Exhibit F Request for Release F-1 Exhibit G-1 Form of Receipt of Mortgage Note G-1-1 Exhibit G-2 Form of Interim Certificate of Trustee G-2-1 Exhibit G-3 Form of Final Certification of Trustee G-3-1 Exhibit H Form of Lost Note Affidavit H-1 Exhibit I Form of ERISA Representation Class A-R I-1 Xxxxxxx X-0 Form of Rule 144A Investment Letter J-2-1 Exhibit K Form of Transferor Certificate K-1 Exhibit L Transfer Affidavit for Class A-R Certificate Pursuant to Section 6.02(e) L-1 Exhibit M Form of Certificate of Trust M-1 Exhibit N List of Servicers and Servicing Agreements N-1 Exhibit O Notice of Exercise of Optional Securities Purchase Right O-1 Schedule A-1 Agent’s Account I Mortgage Loan Schedule A-2 Authorized Persons Schedule C-1 Commitments II Converted Mortgage Loan Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations III Modified Mortgage Loan Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens IV Three-Year Hybrid Mortgage Loan Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral V Five-Year Hybrid Mortgage Loan Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent VI Seven-Year Hybrid Mortgage Loan Schedule 3.6 Conditions Subsequent Page Schedule 4.1(b) Capitalization VII Ten-Year Hybrid Mortgage Loan Schedule 4.1(c) Capitalization This Pooling and Servicing Agreement is dated as of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial StatementsJune 1, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT 2004 (this the “Agreement”), is entered into as of October 28, 2010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO GREENWICH CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSACCEPTANCE, INC., a Delaware corporation corporation, as depositor (the “Hampshire DesignersDepositor”), ITEM-EYESTXXXXXXXX MORTGAGE HOME LOANS, INC., a Delaware corporation corporation, as seller (the “Item-EyesSeller”), WXXXX FARGO BANK, N.A., a national banking association, as master servicer (in such capacity, the “Master Servicer”) and XXXXX XXXXXas securities administrator (in such capacity, LLCthe “Securities Administrator”), DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware limited liability company banking corporation, as Delaware trustee (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” Delaware Trustee”) and each individuallyDEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “BorrowerTrustee”). The parties agree as follows:.

Exhibits and Schedules. Exhibit APPENDIX A Defined Terms EXHIBIT A-1 Form Leases and Lands EXHIBIT A-2 Easements and Rights-of-Way EXHIBIT B-1 WI/NRI EXHIBIT B-2 Value Allocation EXHIBIT C Xxxxx EXHIBIT C-1 Camp and Xxxxxx disposal xxxxx (Excluded Asset) EXHIBIT D Contracts EXHIBIT E Plugging and Abandonment Obligations EXHIBIT F [Intentionally Omitted] EXHIBIT G Assignment, Xxxx of Assignment Sale and Acceptance Exhibit B-1 Form of Borrowing Base Conveyance EXHIBIT H Buyer’s Certificate Exhibit C-1 Form of Compliance EXHIBIT I Seller’s Certificate Exhibit I-1 Form of Imported Goods EXHIBIT J FIRPTA Certificate EXHIBIT K Bonds, etc. to be Replaced at Closing EXHIBIT L Transition Services Agreement Exhibit L-1 Form of LIBOR Notice EXHIBIT M Final Settlement Statement Template Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Schedule 4.1(c) Capitalization of Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 6.5 Pending Litigation Schedule 4.12 Environmental 6.6 Compliance with Law Schedule 6.7(a) List of Contracts Schedule 6.7(b) Nonpayment of Contracts Schedule 6.8 Hydrocarbon Sales Contracts Schedule 6.9 AMIs Schedule 6.14 List of AFEs and Invoices Schedule 6.19 Preferential Purchase Rights Schedule 6.21 Affiliate Agreements Schedule 6.22 Possible Expired Leases / Required Drilling Operations Schedule 6.23 Payout Balances Schedule 6.28D Employee Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts 9.4 Tax Allocation PURCHASE AND SALE AGREEMENT This Purchase and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT Sale Agreement (this “Agreement”), is entered into as of October 28dated July 16, 2010, is by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCEbetween SND OPERATING, LLC, a Delaware Texas limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERSSND ENERGY COMPANY, INC., a Delaware Texas corporation (“Hampshire Designers”)and TOPCAT ENERGY, ITEM-EYES, INC.LLC, a Delaware corporation Texas limited liability company (collectively, “Item-EyesSeller”), and XXXXX XXXXXLINN ENERGY HOLDINGS, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “BorrowerBuyer”). The parties agree Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Appendix A attached hereto. Seller and Buyer sometimes are referred to in this Agreement in the singular as follows:a “Party” or collectively as the “Parties”.

Exhibits and Schedules. Exhibit A-1 Form A Definitions Exhibit B Escrow Agreement Exhibit C Oil Feedstock Supply Agreement Exhibit D Services Agreement Exhibit E Xxxx of Sale Exhibit F Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit I-1 Form of Imported Goods Assumption Agreement Exhibit L-1 Form G Confidentiality Agreement Exhibit H Stockholder Agreement Exhibit I Registration Rights Agreement Exhibit J Preliminary Testing Description Schedule 2.2 Noncontravention Schedule 2.4 Title to Assets Schedule 2.5(a) Description of LIBOR Notice Real Property Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 2.5(b) Permitted Liens Schedule P-3 Permitted Art Dispositions 2.5(c)(vi) Right of First Offer, etc. Schedule R-1 Real Property Collateral 2.5(c)(viii) Utilities Exceptions Schedule 1.1 Definitions 2.7 Environmental Compliance Schedule 3.1 Conditions Precedent 2.8(b) Breach of Assumed Contract Schedule 3.6 Conditions Subsequent 2.8(c) Notice of Claims Under Assumed Contract Schedule 4.1(b2.8(d) Capitalization Consents and Notices Schedule 4.1(c) Capitalization of Subsidiaries 2.11 Compliance with Laws Schedule 4.6(a) States of Organization 2.12 Permits Schedule 4.6(b) Chief Executive Offices 2.13 Insurance Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental 2.14 Employee Matters Schedule 4.13 2.15 Benefit Plans Schedule 2.16 Intellectual Property Schedule 4.14 Leases 2.17 Brokers Schedule 4.15 Deposit Accounts and Securities Accounts 3.5 REG Financial Information Schedule 4.17 Material 3.6 Undisclosed Liabilities Schedule 4 Assumed Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT Pre-Closing Activities ASSET PURCHASE AGREEMENT THIS CREDIT AGREEMENT This Asset Purchase Agreement (this “the "Agreement”), ") is entered into made as of October 28this 14th day of March, 20102008 (the "Effective Date"), by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXXBlackhawk Biofuels, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers"Purchaser"), Item-Eyes Renewable Energy Group, Inc., a Delaware corporation ("REG"), Biofuels Company of America, LLC, an Illinois limited liability company (the "Company"), Biodiesel Investment Group, LLC, a Delaware limited liability company ("BIG"), and Xxxxx Xxxxx Bunge North America, Inc., a New York corporation ("Bunge", and together with BIG, the "Members" and each, a "Member" and Bunge, BIG and the Company together are referred to herein collectively called the “Borrowers” as "Sellers" and each individually, a “Borrower”"Seller"). The parties agree as follows:Certain capitalized terms not defined in the text of this Agreement are defined in Exhibit A attached hereto.