THIS LEASE SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS 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 provisions of this Lease including rental rates specified in the Equipment Lease Agreement.

2 | CALCULATION OF RENTAL CHARGES

Lessee shall pay Rent on the Equipment at the rate(s) 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. Interest will not accrue 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, and hauling, and shall be responsible for any damage or loss to the Equipment while it is in transit. Lessee shall furnish timely instructions for transport. 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.

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 maintain the Equipment in good, safe operating condition and shall bear all costs of whatever nature incurred in doing so. 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.

6 | USE OF EQUIPMENT

Lessee shall only use the Equipment in the performance of Lessee’s business or work at the Work Area specified in the Equipment Lease Agreement. 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 agrees not to alter or modify the Equipment, nor to remove, obscure, cover, or otherwise alter any numbering, lettering, insignia, or 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.

7 | CONTROL OF EQUIPMENT AND PERSONNEL

Lessee agrees that during the Term, the Equipment, all personnel operating or associated with use of the Equipment, are under Lessee's exclusive jurisdiction, supervision and control.

8 | DAMAGE TO EQUIPMENT OR CARGO

All risk of loss or damage, accidental or otherwise, to the Equipment 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 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. All repairs to the Equipment require the prior written consent of Deep South and shall be made at Lessee’s sole cost and expense. The Term shall continue while all repairs to the Equipment are completed. Lessee shall cooperate with and bear all costs associated with any investigation initiated by Deep South, its insurance carriers or other third party nominated by Deep South, into any accident or incident of any kind involving the Equipment 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 the Lessee under any laws or regulations, or the amount of insurance carried by Lessee. This provision is separate and distinct from any other provision in this Lease, including any provision concerning procurement of insurance.

9.3 If a court of competent jurisdiction determines that the indemnity and defense obligations herein 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 maintains during the Term: (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) 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; (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, for any loss or damage from any and all causes, occurring during the Term; (E) As applicable, for Equipment transported over water with Deep South’s prior written consent, marine cargo insurance to cover the full Equipment Replacement Cost Value listed on the Equipment Lease Agreement. All policies are to be written by insurance companies acceptable to Deep South, 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, and shall be primary and non-contributory to any insurance maintained by Deep South; and (F) 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, ISO CG 20 37 10 01, CG 20 28 07 04, and 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. Lessee, on behalf of itself, its insurers, and/or other third parties claiming through Lessee, hereby waives any and all rights of subrogation and any and all lien rights which may accrue to it or its insurers against Deep South or the Equipment.

In the event of loss, proceeds of any property damage insurance on the Equipment shall be made payable to Deep South.

11 | LESSEE DEFAULT

If (a) Lessee fails to comply with any provision of this Lease; or (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.

Pursuit of any or all of the foregoing remedies or any other rights or remedies of Deep South 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.

12 | TITLE

Deep South shall retain title to the Equipment. Lessee must keep Equipment free from all liens, claims, or other encumbrances of any nature.

13 | 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.

14 | 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.

15 | ASSIGNMENT/SUBLEASE

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

16 | TAXES

Lessee shall pay as additional Rent 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.

17 | 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 proceeding related to this Lease shall be the state or federal court located in Baton Rouge, Louisiana. The Parties consent to such venue and waive any right to challenge the venue of any action commenced in such courts. Each Party agrees that valid consent to service may be made by mailing or delivery of such services by certified or registered mail to the Party's last known address, if personal service delivery cannot be easily achieved.

18 | ATTORNEYS FEES AND COSTS

Deep South shall be entitled to recover all costs and expenses incurred as a result of action pertaining to this Equipment Lease Agreement, including but not limited to court costs and attorneys' fees. Lessee and Deep South agree that trial by jury shall be waived.

19 | MISCELLANEOUS

Any provision 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. 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 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.