THIS LEASE SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ADMINISTRATORS, EXECUTORS, TRUSTEES AND PERMITTED ASSIGNS.

1 | TERM

The Term set forth on the Equipment Lease Agreement (also referred to herein as “Lease”) begins when Deep South makes the Equipment available for pickup or the date upon which Deep South begins transporting the Equipment to the designated delivery point, whichever is earlier. The Term shall end upon the ending date of the Term specified in the Equipment Lease Agreement, or upon return of the Equipment by Lessee to the pickup location/designated delivery point or other location designated in writing by Deep South in good operating condition, as determined solely by Deep South, whichever is later. Any possession of the Equipment by Lessee beyond the Term will be subject to all of the other provisions of this Lease including rental rates specified in the Equipment Lease Agreement and all provisions of Exhibits A and B, as applicable.

2 | CALCULATION OF RENTAL CHARGES

Lessee shall pay Rent on the Equipment at the rate set forth on the Equipment Lease Agreement on the following basis: (A) Rent shall not be subject to any set-off or deduction for any reason whatsoever, nor shall Lessee be relieved from its responsibility to pay Rent for the entire Term by reason of the fact that the Equipment is returned to Deep South prior to the end of the Term. (B) If repairs or maintenance are found to be required by Deep South upon return of the Equipment, Lessee shall continue to pay Rent until the Equipment is returned to good operating condition (and condition as at delivery) as determined solely by Deep South. A representative of Lessee is invited to participate in the off-rent inspection conducted by Deep South.

3 | PAYMENT, SECURITY DEPOSIT

Lessee shall pay all Rent to Deep South at the address set forth above or at such other place as Deep South may designate in writing. If requested by Deep South, Lessee shall pay Rent monthly in advance; otherwise, Deep South shall submit monthly invoices at the beginning of each rental Term and Lessee shall pay the same in full within thirty (30) days of the invoice date. Unpaid Rent and all other unpaid amounts under this Lease shall bear interest from the due date until paid, at the lesser of 24% per annum or the highest lawful rate per annum, which shall be in addition to any other right or remedy of Deep South. If indicated on the Equipment Lease Agreement, to secure Lessee's obligations under this Lease, Lessee shall deposit with Deep South a Security Deposit in the amount set forth on the Equipment Lease Agreement. Lessee shall not be entitled to interest on the Security Deposit.

4 | TRANSPORTATION AND ASSEMBLY/DISASSEMBLY

Lessee shall provide for and pay for all transportation costs for the Equipment, including but not limited to, loading and unloading costs, permits, licenses, hauling, assembly, disassembly, installation, and disassembly, and shall be responsible for any damage or loss to the Equipment while it is in transit. Lessee shall furnish timely instructions for transport, and absent such instructions, Deep South may transport to railhead or such other transport point which Deep South reasonably believes to be the most convenient and/or closest to the Work Area. Lessee is responsible for all trucking or standby charges accruing whenever incurred. Lessee shall return the Equipment to the agreed return location at the end of the Term; provided, Deep South may require Lessee to return the Equipment to a different location when mutually agreed by the Parties.

5 | INSPECTION, REPAIRS, OPERATION COSTS, AND PREVENTIVE MAINTENANCE

Lessee agrees to inspect the Equipment upon taking delivery. Any apparent discrepancies or damages to the Equipment upon delivery shall be noted by Lessee on Deep South’s inspection form or shall be waived. Lessee shall notify Deep South of any operational issues with the Equipment within 24 hours after delivery. Lessee's failure to notify Deep South in writing of any deficiencies in the Equipment within 24 hours after taking delivery shall be deemed an acknowledgment by Lessee that the Equipment was, when delivered, in good, safe and serviceable condition and fit for its intended use and a waiver by Lessee of any such claims pertaining thereto. Lessee shall maintain the Equipment in good, safe operating condition and shall bear all costs of whatever nature incurred in doing so, including complying with the Maintenance Schedule set forth on the Equipment Lease Agreement. All accessories or attachments not listed herein or necessarily included as part of the Equipment shall be furnished by Lessee at its own expense, or if Deep South is requested to furnish such accessories or attachments, Lessee shall promptly reimburse Deep South for any such costs plus a markup not to exceed fifteen percent. Lessee must perform valid daily and monthly inspections and any other inspections of the Equipment and the Equipment's attachments and accessories in accordance with all applicable laws, rules, regulations, and internationally recognized standards (the “Laws”). Lessee shall perform the daily preventative maintenance on the Equipment as specified by the manufacturer’s maintenance instructions and Maintenance Schedule provided to Lessee with delivery of the Equipment; this may include, but is not limited to, checking and replacing fuel and oil levels, grease, filters, cooling system, water, batteries, and cleaning. Lessee shall maintain accurate inspection records, lubrication records, maintenance records,< and repair records, and any other required records for the Equipment and records of the actual hours and dates of operation. Such records shall be retained and promptly provided to Deep South upon request. Lessee shall not operate Equipment without a valid annual inspection, if required by Laws. At least thirty (30) days prior to such annual inspection, Lessee will schedule such inspection with Deep South and will perform the annual inspection for the rental Equipment. Deep South does not represent that these minimum obligations will ensure compliance with all applicable Laws. In the case of damage, defect, or malfunction to the Equipment, Lessee must contact Deep South for the coordination of any repairs, and Deep South shall solely determine at that time who will perform repairs and, if Deep South conducts the repairs, the cost thereof and markup. If Deep South authorizes Lessee to conduct the repairs, all repairs will be made to standards and specifications dictated by Deep South. All parts, materials and supplies furnished with respect to the Equipment shall become the property of Deep South. Deep South shall be given access to the Equipment, and afforded necessary facilities, at all reasonable times for the purpose of inspection, and Lessee shall allow Deep South to inspect any and all relevant records, including but not limited to payroll records, hour meters, odometers or other devices designed for recording distance(s) travelled, to confirm travel distances and operating periods. If Deep South reasonably determines that Lessee is not properly operating, maintaining or repairing the Equipment, Deep South shall have the right to enter any premises upon which the Equipment is located and, at Lessee’s sole cost and expense (plus standard markup charged by Deep South), to perform maintenance or repair services or to collect Equipment without the consent of Lessee and without responsibility or liability for any damages, losses, costs, expenses, or claims, for and from which Lessee will indemnify and defend Deep South.

6 | USE OF EQUIPMENT

Lessee shall only be authorized to use the Equipment in the performance of Lessee’s business or work at the Work Area specified in the Equipment Lease Agreement. Lessee shall not be authorized to relocate the Equipment to a different Work Area without the express prior written consent of Deep South. Deep South is entitled to recover from Lessee a penalty in the amount of $10,000 per day in the event the Equipment is relocated to a different Work Area without Deep South’s prior written consent. Only qualified and properly trained personnel of Lessee, in accordance with all Laws, including but not limited to 29 CFR 1926, may operate and maintain the Equipment. Lessee agrees not to subject the Equipment to any (a) improper, careless, needlessly rough, unsafe, or unauthorized use, (b) use in violation of any Laws, (c) off center loading, (d) improper towing, (e) pile driving, (f) waterborne exposure (without Deep South’s prior express written consent), (g) subsea or offshore work, (h) personnel lifting, (i) mining, or (j) use beyond or outside the Equipment manufacturer’s recommended instructions, recommended practices, rated limits, or rated capacities for the Equipment. Lessee acknowledges and agrees that it assumes all responsibility for and must protect the Equipment and all persons in or around the Equipment from the danger of power lines. Lessee shall not expose the Equipment or any persons in or around such Equipment to the danger of energized power lines and must work in accordance with all OSHA, ANSI and any other safety Laws or standards. Lessee agrees not to alter or modify the Equipment, nor to remove, obscure, cover, or otherwise alter any numbering, lettering, insignia, or signage (including illuminated signage) placed upon the Equipment. Lessee shall ensure that the Equipment is used, stored, and handled in accordance with the Equipment manufacturer’s specifications, prudent industry practice, and all applicable Laws. If the Equipment has been fitted with a load measuring device, Lessee acknowledges and agrees that Lessor has made no warranties or representations whatsoever with respect to the ability of the said load measuring device to accurately or consistently measure the weight of loads being lifted by the Equipment. Lessee further acknowledges and agrees that it is the responsibility of Lessee to independently determine the weight and dimensions of any objects to be lifted, transported, moved, or otherwise handled by the Equipment so as to ensure that any such load-measuring device shall be used as an operator-aid only. Lessee must not tamper with any hour recording device on the Equipment. Lessee acknowledges and agrees that any Deep South-supplied outrigger mats, pads, and the like are of industry accepted minimum size, and it is Lessee’s sole responsibility to ensure that they meet or exceed any applicable job or work requirements. Lessee shall be responsible for securing, at its sole cost and expense, any and all permits, licenses, authorizations, bonds, deposits, and other similar approvals and financial instruments of any kind required for Lessee’s rental, use, or possession of the Equipment during the Term. Lessee shall be responsible for securing, at its sole cost and expense, any and all police or third-party escorts, bucket trucks, barricades, flagmen, rail road crews, barges, tugs, authorizations to use docks or port facilities, authorizations for crossing over or under utility lines or pipes, authorizations for crossing rail road tracks, and any and all other support or ancillary personnel or equipment associated with Lessee’s rental, use, or possession of the Equipment during the Term. Deep South shall have no responsibility, whatsoever, for securing any support or ancillary personnel, equipment, permits, or authorizations required for, or related to, the Equipment during the Term.

7 | CONTROL OF EQUIPMENT AND PERSONNEL

Lessee acknowledges and agrees that during the Term, the Equipment, the Equipment's attachments, the Equipment's accessories, all personnel operating the Equipment, and all personnel who are otherwise associated with the use of the Equipment are under Lessee's exclusive jurisdiction, supervision and control. Lessee acknowledges that it shall be solely responsible for supplying, employing, and authorizing personnel to operate, maintain, assemble/disassemble, and direct the Equipment. Lessee is exclusively responsible for paying personnel and providing all Worker’s Compensation insurance and benefits, assessments and paying all taxes required by Laws or otherwise applying to such personnel.

8 | DAMAGE TO EQUIPMENT OR CARGO

All risks of loss or damage, accidental or otherwise, to the Equipment or cargo during the Term, or at any time while such are in Lessee’s care, custody and control, shall be borne solely by Lessee, regardless of the cause, nature, and/or circumstances of any loss or damage. If the Equipment is damaged or made inoperable in any way, Lessee shall notify Deep South in writing immediately, but no later than 24 hours of its occurrence, specifying the extent and nature of the damage, and all repairs to the Equipment, its attachments, and/or its accessories shall require the prior written consent of Deep South and shall be made at Lessee’s sole cost and expense. The appraisal of any such loss or damage shall be no less than the Replacement Cost Value of the Equipment as set forth in the Equipment Lease Agreement for new Equipment (Equipment five (5) years or newer) or fair market value for older Equipment (Equipment older than 5 years). The Term shall continue while all repairs to the Equipment are completed. As part of Lessee's obligations hereunder, Lessee shall bear all costs associated with any investigation initiated by Deep South, Deep South's insurance carriers or other third party nominated by Deep South, into any accident or incident of any kind involving the Equipment, when such accident or incident occurs during the Term. Lessee and its personnel, agents, and representatives shall cooperate for all purposes related to any such investigation.

9| INDEMNITY

9.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LESSEE AGREES TO INDEMNIFY, DEFEND AND SAVE DEEP SOUTH, DEEP SOUTH’S AFFILIATED ENTITIES AND BUSINESSES, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, MANAGERS, OFFICERS, AND DIRECTORS (COLLECTIVELY, “INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, LIABILITIES, LOSSES, JUDGMENTS, SETTLEMENTS, ACTIONS, DAMAGES, FINES, PENALTIES, COSTS, EXPENSES, AND FEES, OF ANY KIND, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DEATH, PROPERTY DAMAGE, ATTORNEYS’ FEES AND COURT AND/OR ARBITRATION COSTS, HOWSOEVER CAUSED, ARISING FROM, RELATING TO OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE EQUIPMENT BEING LEASED HEREUNDER TO THE LESSEE, INCLUDING BUT NOT LIMITED TO: (A) THE TRANSPORTATION, LOADING, UNLOADING, CONDITION, USE, OPERATION, MAINTENANCE AND REPAIR OF THE EQUIPMENT, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY (I) THE NEGLIGENCE OR FAULT OF ONE OR MORE OF SUCH INDEMNITEES, OR (II) A DEFECT OR ALLEGED DEFECT IN THE EQUIPMENT; OR (B) THE BREACH OF THE TERMS OF THIS LEASE BY LESSEE OR ITS EMPLOYEES, CONTRACTORS OR AGENTS.

9.2 The indemnification and defense above shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefits payable by or for theLessee under workers’ compensation acts, disability benefits acts, or other employee benefits acts or the amount of insurance carried by Lessee. This provision is separate and distinct from any other provision or paragraph in this Lease, including any provision or paragraph concerning indemnification or procurement of insurance.

9.3 If an arbitrator or court of competent jurisdiction determines that the indemnity and defense obligations under this Lease exceed those permitted by applicable Laws, the relevant provision (or portion thereof) shall not be stricken, but shall automatically be amended to conform to the maximum extent permitted by applicable Laws.

10 | INSURANCE

Lessee shall procure and maintain, at its sole cost and expense, the following insurance coverages, and any other insurance required by applicable Laws, during the Term (including while Equipment is transported to and from Deep South) and shall furnish Deep South with certificates of such insurance no later than five (5) days after the date of Lessee's execution of this Lease but in any event, before taking delivery of the Equipment. These certificates shall certify that Lessee is protected during the Term with: (A) Worker's compensation and employer's liability insurance, including Jones Act and U.S. Longshoremen & Harbor Workers Compensation Act (“LHWCA”) coverages, as applicable, with limits of at least the applicable statutory minimum or $1,000,000, whichever is greater; (B) Primary non-contributory commercial general liability insurance on an occurrence basis, including bodily injury and property damage coverage with minimum limits of $1,000,000 per occurrence and $2,000,000, in the aggregate (C) Excess/umbrella non-contributory insurance in the amount of $5,000,000 (endorsed so that such insurance is primary to all of Deep South's insurance policies); (D) Inland marine (or “All Risk”) physical damage insurance to cover the full Replacement Cost Value of the Equipment listed on the Equipment Lease Agreement, including any boom or jib, for any loss or damage from any and all causes, including but not limited to, overloading, misuse, fire, theft, flood, explosion, overturn, accident, and acts of God occurring during the Term; and (E) As applicable, for Equipment transported over water with Deep South’s prior written consent, marine cargo insurance to cover the full Replacement Cost Value of the Equipment listed on the Equipment Lease Agreement, including any boom or jib. (F) All policies are to be written by insurance companies acceptable to Deep South. (G) Deep South is to be included as an additional insured on all Lessee liability insurance policies, including umbrella / excess (ISO form CG 20 10 10 01 and ISO CG 20 37 10 01 or CG 20 28 07 04 or CG 20 34 03 97 must be used) but excluding worker’s compensation/employer’s liability policies, and any insurance certificates issued pursuant hereto. Lessee shall name Deep South as loss payee on all insurance policies. (H) All policies required to be maintained by Lessee pursuant to this Lease shall be endorsed to require the insurer to give thirty (30) days advance notice to Deep South prior to cancellation or lowering of policy limits. All insurance provided by or through Lessee shall be primary and non-contributory to any insurance maintained by Deep South.

In the event of loss, proceeds of any property damage insurance on the Equipment shall be made payable to Deep South. Lessee's obligations under this Lease to indemnify and defend Deep South or any Indemnitees are in addition to, and not an alternative to, these insurance provisions, and the purchase of any of the above coverages shall not operate to waive or limit any Lessee indemnity obligation. Any self insurance must be approved in writing in advance by Deep South.

11 | WAIVER OF SUBROGATION / LIEN / RIGHT OF RECOVERY

Lessee, on behalf of itself, its insurers, and/or other third parties claiming through Lessee, hereby waives any and all right of subrogation and any and all lien rights which may accrue to it or its insurers against Deep South or the Equipment. This waiver shall include, but shall not be limited to, rights of subrogation and lien rights arising from workers compensation/employer's liability policies or other employee benefit programs or acts, commercial general liability policies, or any other loss incurred by Lessee, or any other party, as a result of bodily injury or property damage and any loss incurred under Lessee’s inland marine or contractor’s equipment floater policies. This waiver shall bind Lessee's insurers of all levels, and Lessee shall put its insurers on notice of this waiver and shall have any necessary endorsements added to the insurance policies and certificates applicable to this Lease to give effect to such waiver. Lessee further agrees that to the extent any insurer fails to recognize and honor this waiver and attempts to subrogate against Deep South or its insurers or enforce any lien rights against Deep South or its insurers or financing companies, Lessee shall be liable to Deep South for all such sums as Deep South may be required to pay or otherwise suffer loss of as a result of such subrogation or enforcement of lien rights. For purposes of this waiver, any deductible or self-insured retention shall be deemed to be insurance coverage.

12 | LESSEE DEFAULT

If (a) Lessee fails to comply with any term, provision, or covenant of this Lease; (b) any representation or warranty of Lessee in this Lease is or becomes incorrect, false, or misleading in any material respect; or (c) Lessee voluntarily files a petition for bankruptcy or reorganization, a petition in bankruptcy is filed against Lessee, a receiver or other representative is appointed for Lessee or its business or assets, or Lessee makes an assignment for the benefit of creditors, Deep South may exercise any or all of the following remedies, in addition to any rights or remedies under Laws or in equity: (A) Deep South may demand return of the Equipment, and if Lessee has not returned the Equipment to Deep South within 72 hours of demand, the failure to timely return the Equipment will be deemed as theft; (B) Deep South may enter any premises where the Equipment is located without notice and repossess the Equipment without being liable for any damages therefore, if any (and for and from which Lessee will indemnify and defend Deep South) and without the need of a court order or other legal process, and immediately terminate this Lease without demand or notice to Lessee; (C) Deep South shall be entitled to recover as damages, all Rent due and payable by Lessee on the date of termination, plus the sum of (i) an amount equal to the then-present value of the Rent and other sums provided herein to be paid by Lessee for the remainder of the Term, and (ii) the cost of performing any other activities required to be performed by Deep South as a consequence of such default.

Deep South may, but is not required to, relet the Equipment, for such rent and upon such terms as Deep South in its sole discretion shall determine (including the right to relet the Equipment for a greater or lesser term than that remaining under this Lease) and Deep South shall not be required to accept any substitute Lessee offered by Lessee or to observe any instructions given by Lessee about such reletting. If the consideration collected by Deep South upon any such reletting plus any sums previously collected from Lessee are not sufficient to pay the full amount of all Rent provided herein to be paid by Lessee for the remainder of the Term, together with all other amounts owed to Deep South, including but not limited to Deep South's costs and expenses of reletting and the collection of the rental accruing therefrom (including attorneys' fees), Lessee shall pay to Deep South the amount of such deficiency within five (5) business days of demand. Pursuit of any or all of the foregoing remedies or any other rights or remedies of Deep South under this Lease shall not preclude pursuit of any of the other rights or remedies herein provided or any other remedies available at Law or in equity (all such rights and remedies being cumulative), nor shall pursuit of any right or remedy herein provided constitute a forfeiture or waiver of any Rent due to Deep South hereunder or of any damages accruing to Deep South by reason of the violation of any of the terms of this Lease.

13 | TITLE

Lessee acknowledges that this Lease is intended to be a true lease, and Lessee authorizes Deep South to file financing statements to give public notice of this Lease. Deep South shall retain title to the Equipment. Lessee must keep Equipment free from all liens, claims, or other encumbrances of any nature. Lessee shall notify Deep South immediately if any lien, claim, or other encumbrance is filed against the Equipment and shall promptly discharge such. If this Lease is deemed by a court of competent jurisdiction to be a lease intended for security, Lessee grants Deep South a purchase money security interest in the Equipment, which security interest shall secure any and all obligations now or hereafter owed by Lessee to Deep South, including, without limitation, Lessee's obligations to Deep South under this Lease with respect to the Equipment.

14 | NO WARRANTIES

THE EQUIPMENT IS LEASED "AS IS." DEEP SOUTH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE EQUIPMENT AND HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS LEASE SHALL NOT BE VARIED, SUPPLEMENTED, QUALIFIED, OR INTERPRETED BY ANY PRIOR COURSE OF DEALING BETWEEN THE PARTIES OR BY ANY USAGE OF TRADE. LESSEE ACKNOWLEDGES AND ASSUMES ALL RISKS INHERENT IN THE OPERATION, USE, AND POSSESSION OF THE EQUIPMENT FROM THE TIME THE EQUIPMENT IS DELIVERED UNTIL THE EQUIPMENT IS RETURNED TO DEEP SOUTH IN GOOD OPERATING CONDITION (AS DETERMINED SOLELY BY DEEP SOUTH) AND WILL TAKE ALL NECESSARY PRECAUTIONS TO PROTECT ALL PERSONS AND PROPERTY FROM INJURY OR DAMAGE FROM THE EQUIPMENT. IT IS UNDERSTOOD BY THE PARTIES THAT DEEP SOUTH IS NOT THE MANUFACTURER OF THE EQUIPMENT NOR THE MANUFACTURER'S AGENT FOR ANY PURPOSE.

15 | WAIVER OF DAMAGES

DEEP SOUTH SHALL NOT BE LIABLE FOR ANY LOST OR PROSPECTIVE PROFITS OR ANY OTHER SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSSES OR DAMAGES (IN TORT, CONTRACT OR OTHERWISE) UNDER OR IN RESPECT TO THIS LEASE OR THE EQUIPMENT OR FOR ANY FAILURE, PERFORMANCE, OR NON-PERFORMANCE RELATED TO THIS LEASE OR THE EQUIPMENT.

16 | LESSEE PROPERTY

Deep South shall not be liable for any loss, damage, or injury to any of Lessee's or a third party’s property which may enter upon, reside on, or be stored on Deep South's property. Lessee acknowledges and agrees that Lessee's or such third-party property is not insured by Deep South against loss, damage, or injury, however caused. Lessee is responsible for maintaining insurance coverage on a first-party basis to cover any Lessee or third-party property which may enter upon, reside on, or be stored on Deep South's property.

17 | ASSIGNMENT / SUBLEASE

Lessee must not allow Equipment to be offered to, operated by, or sublet to another party or entity. Any attempt by Lessee to assign, sublet or otherwise transfer this Lease or any interest herein, by operation of Laws or otherwise, without Deep South's prior written consent, shall be void.

18 | TAXES

Lessee shall pay as additional rental hereunder, or shall reimburse Deep South, if Deep South is required to pay any taxes, penalties and/or fines or other charges of any kind of any governmental entity which may be assessed or levied against the Equipment or Lessee during the Term by reason of this Lease, the transaction represented hereby, or arising from the ownership, operation or possession of the Equipment, including any sale taxes attributable to the payment of Rent and any applicable import/export taxes.

19 | DISPUTE RESOLUTION

If a dispute between the Parties arises out of or relates to this Lease or a breach thereof, a principal of each Party agrees to meet within 30 days to conduct a good faith discussion. If the dispute cannot be settled through direct discussions between the Parties, the Parties agree to endeavor, in good faith, to settle the dispute through binding arbitration. Such arbitration proceedings shall be administered in Baton Rouge, Louisiana by a panel of three arbitrators appointed by the American Arbitration Association. Each Party shall have the right to pick one arbitrator. The two chosen arbitrators shall then pick the third arbitrator from the American Arbitration Association. The arbitrators and the Parties shall conduct such arbitration in accordance with the current Commercial Arbitration Rules of the American Arbitration Association. Any judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. In the event that either Party wishes to appeal an award, the Parties shall follow the then current Conflict Prevention and Resolution (CPR) Arbitration Appeal Procedure. All offers, promises, communications, statements and actions during the course of any informal dispute resolution process, and any mediation or arbitration, by any Party or individual: (1) are confidential, privileged and may not be disclosed (including by any arbitrator); and (2) are inadmissible, are not discoverable and may not be used (or referred to) for any purpose, including impeachment of any other testimony in any other arbitration, judicial, administrative or regulatory proceeding. Unless waived by both Parties in writing, binding arbitration shall be a condition precedent to the commencement of litigation by either Party, other than for injunctive relief.

20 | APPLICABLE LAW AND VENUE

This Lease shall be governed by and interpreted according to the internal laws of the state of Louisiana, without regard to conflict of law principles. The exclusive venue for any judicial proceeding related to this Lease in any state court shall be in Baton Rouge, Louisiana and in any federal court shall be in Baton Rouge, Louisiana. The Parties consent to such election of venue and waive any right to challenge the venue of any action commenced in such courts, or to seek a change of venue of such action based upon legal authority, relative convenience, or other grounds. Each Party submits to the jurisdiction of such courts, waives the defense of an inconvenient forum, and agrees that valid consent to service may be made by mailing or delivery of such services by certified or registered mail to the Party at the Party's last known address, if personal service delivery cannot be easily affected.

21 | ATTORNEYS' FEES AND COSTS

Should Deep South commence any legal or other action or proceeding against Lessee to enforce this Lease or any provision hereof, it shall be entitled to recover all costs and expenses incurred thereby, including but not limited to, reasonable attorneys' fees and court or other tribunal costs, regardless of whether or not such action is prosecuted to final judgment. Should Lessee commence any legal action or proceeding against Deep South related to this Lease which results in a settlement between the Parties or which results in a final judgment in favor of Deep South, Deep South shall be entitled to recover all costs and expenses incurred as a result of such action, including but not limited to court/arbitration costs and attorneys' fees. Should either Party commence any legal action or proceeding against the other based upon this Lease, Lessee and Deep South agree that trial by jury shall be waived.

22 | WAIVER

Deep South's failure to require strict performance by Lessee of any of the provisions of this Lease, or Deep South's acceptance of late or partial performance hereunder, shall not constitute a waiver of any prior defaults of Lessee, nor of Deep South's rights thereafter to demand strict compliance therewith, or with any other provision hereof. Deep South is not liable for any delay in its performance of its responsibilities under this Lease.

23 | NOTICES

All notices or other communications required or contemplated by this Lease shall be in writing and shall be deemed to have been given when (a) personally delivered in return for a receipt; (b) mailed by registered or certified mail, return receipt requested; (c) sent by a recognized overnight courier service, or (d) sent by electronic transmission addressed to the Party for whom it is intended at its address set forth above or to such other person or address as either Party shall hereafter designate from time to time by similar notice. Such notice from Deep South to Lessee shall be deemed given upon personal delivery in return for a receipt, upon the third (3rd) business day after depositing with the US Mail, upon the next business day after being deposited with a recognized courier service, or upon the date sent by electronic transmission during normal business hours (otherwise on the next business day). Failure of delivery due to a refusal to accept delivery or due to a change of address for which no notice was properly or previously given shall be deemed to constitute delivery on the date on which delivery was attempted.

24 | MISCELLANEOUS

Headings, titles, and paragraph captions are inserted in this Lease for convenience, are descriptive only, and shall not be deemed to add or distract from, or otherwise modify, the meaning of the paragraphs. Both Parties participated in the drafting and agreement to these Lease terms, and thus the Lease shall not be construed more strictly against one Party versus the other Party. Any word, sentence, provision, or paragraph of this Lease which is deemed void or unenforceable under any applicable Laws shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the Parties. The Parties agree that this Lease shall be reformed to replace such stricken part with a valid and enforceable provision which comes as close as possible to expressing the intentions of the stricken provision. This Lease may be executed in multiple counterparts with the same effect as if both Parties had signed the same document. All counterparts will be construed together and will constitute one agreement. No modification or amendment hereof, or any waiver of any provision hereof, shall be binding on Deep South unless it is in writing and signed by Deep South. This Lease, when duly executed by the Parties, is the complete agreement of the Parties with respect to the subject matter hereof. Lessee represents that it has not relied upon any previous representations by anyone as an inducement to enter into this Lease. Deep South may withhold delivery of the Equipment until this Lease has been properly executed by all Parties and all required insurance certificates delivered by Lessee to Deep South; however, acceptance of delivery of the Equipment and its use by Lessee shall constitute its acceptance of the terms and conditions of this Lease. Deep South reserves the right to substitute similar Equipment for the Equipment listed on the Equipment Lease Agreement based on availability, and the terms of this Lease shall apply thereto without the necessity of executing further documentation.

EXHIBIT A: DEEP SOUTH MAINTENANCE

If the option for Deep South to provide long-term preventative maintenance (defined as maintenance beyond daily maintenance and inspections required by the Maintenance Schedule provided with the Equipment) is selected on the Bare Rental Equipment Lease Agreement, the following additional terms and conditions shall apply, which shall supplement the terms in the Equipment Lease Agreement:

1. Deep South will perform all long-term preventative maintenance of the Equipment during the Term. Lessee is responsible for all other maintenance and inspections other than long-term preventative maintenance.
2. Lessee must provide Deep South with a minimum of 7 business days’ notice for any required long-term preventative maintenance.
3. Deep South will charge Lessee for all long-term preventative maintenance except in those cases where (a) the condition(s) necessitating the repair work results from ordinary wear and tear to the Equipment (as determined solely by Deep South), or (b) the condition(s) necessitating the repair work result solely from Deep South’s gross negligence in conducting the long-term preventative maintenance or other work.
4. The charge to Lessee for such maintenance will be for labor and travel time at the rates specified on the Bare Rental Equipment Lease Agreement plus markup. If no cost is so set forth, the cost shall be agreed in writing by both Parties prior to performance of such maintenance.
5. Air travel, parts and materials will be charged at cost plus 15%.

EXHIBIT B

RENTALS USED OUTSIDE OF THE UNITED STATES

To/From Canada

Lessee, its subsidiary, or affiliate shall be the importer of record and exporter of record, respectively, unless otherwise agreed in writing by Deep South and Lessee. Any delays in customs clearance shall be for the account of Lessee. Lessee shall be responsible for all import and export compliance and other requirements associated with taking the Equipment into Canada and returning the Equipment to the United States, and all costs and expenses associated therewith. Lessee shall, prior to the Equipment leaving the United States and upon return of the Equipment to the United States, file the U.S. Customs and Border Protection Form 4455, Certificate of Registration, and any other documents, as required by U. S. Customs and Border Protection, the Canada Border Services Agency, and any other applicable governmental entity, and provide Deep South with copies upon filing. If Lessee exports or re-exports or imports the Equipment, Lessee agrees that any such export, import, or re-export must comply with all applicable laws, including U.S. law and Canadian law, and that Lessee is responsible for determining the applicability of, and obtaining, any necessary import, export, or re-export licenses or other authorizations as required prior to such import or export, obtaining any required documentation necessary for return of the Equipment to the United States and to Deep South, and ensuring that no unauthorized transfers or diversions of the Equipment occur.

Lessee shall perform all inspections of the Equipment as required by all applicable Laws. Lessee shall secure all permits, licenses, registrations, authorizations, or certificates required by applicable Laws for the transport and/or use of the Equipment. Lessee shall procure and maintain for the Term all insurances required by all applicable Laws.

To/From Other Countries

Lessee, its subsidiary, or affiliate shall be the importer of record and exporter of record, respectively, unless otherwise agreed in writing by Deep South and Lessee. Any delays in customs clearance shall be for the account of Lessee. Lessee shall be responsible for all import and export compliance and other requirements associated with taking the Equipment outside of the United States and returning the Equipment to the United States, and all costs and expenses associated therewith. Lessee shall, prior to the Equipment leaving the United States and upon return of the Equipment to the United States, file with the U.S. Customs and Border Protection any appropriate forms, including but not limited to the Certificate of Registration, and any other documents, as required by U. S. Customs and Border Protection, the corresponding border agency, and any other applicable governmental entity, and provide Deep South with copies upon filing. If Lessee exports or re-exports or imports the Equipment, Lessee agrees that any such export, import, or re-export must comply with all applicable laws, and that Lessee is responsible for determining the applicability of, and obtaining, any necessary import, export, or reexport licenses or other authorizations as required prior to such import or export, obtaining any required documentation necessary for return of the Equipment to the United States and to Deep South, and ensuring that no unauthorized transfers or diversions of the Equipment occur.

Lessee shall perform all inspections of the Equipment as required by all applicable Laws. Lessee shall secure all permits, licenses, registrations, authorizations, or certificates required by applicable Laws for the transport and/or use of the Equipment. Lessee shall procure and maintain for the Term all insurances required by all applicable Laws.