Credit Agreement with Bank of America, N.A. dated August 24, 2017

DEFINITIONS

“Acquisition” is defined in Section 7.15(a).

“Annual Financial Statements” is defined in Section 7.2(a).

“Authorized Individual” is defined in Section 5.3.

“Basic Fixed Charge Coverage Ratio” means the ratio of (a) the sum of EBITDA plus lease expense and rent expense (on a cash basis), minus income tax, minus dividends, withdrawals, and other distributions, to (b) the sum of interest expense, lease expense and rent expense (on a cash basis), the current portion of long term debt (excluding the indebtedness under the Non-Revolving Line of Credit), the current portion of capitalized lease obligations, and the difference between principal and interest due under the Non - Revolving Line of Credit payable to the Bank for the prior twelve (12) month period and the amount of employee payroll deductions collected by the Borrower for the repayment of the indebtedness under the Non-Revolving Line of Credit for the prior twelve (12) month period. Lease and rent expenses as used herein shall not include any such expenses a1ising from the lease of any personal property. For purposes of computing the Basic Fixed Charge Coverage Ratio, payments actually made in connection with the Chicago Settlement Obligation during the measurement period shall be added to the denominator.

“Borrowing Base” means the sum of:

Ninety percent (90%) of Eligible Prime Government Receivables that are outstanding for less than ninety (90) days from the respective invoice date;

Eight-five percent (85%) of Eligible Non Prime Government Receivables that are outstanding for less than nine (90) days from the respective invoice date;

Eighty percent (80%) of Eligible Commercial Receivables that are outstanding for less than ninety (90) days from the respective invoice date;

The lesser of (i) fifty percent (50%) of Eligible Prime Government Receivables, Eligible Non Prime Government Receivables, and Eligible Commercial Receivables that are outstanding for between ninety (90) days and one hundred twenty (120) days from the respective invoice date or (ii) Two Million Dollars ($2,000,000);

“Change in Law” means the occurrence, after the date of this Agreement, of the adoption or taking effect of any new or changed law, rule, regulation or treaty, or the issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives issued in connection with that Act, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Chicago Settlement Obligation” means the Borrower’s obligation to David Leibowitz, as Chapter 7 Trustee of McDonough Associates pursuant to an agreement dated April 3, 2017, which obligation has been disclosed by Borrower to Bank and will not exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000) at any time.

“Code” means the Internal Revenue Code of 1986, as amended.

“CPA” is defined in Section 7.2(a).

“Credit Limit” means the amount of Twelve Million Four Hundred Thousand Dollars ($12,400,000).

“Designated Account” is defined in Section 5.4.

“EBITDA” means net income, less income or plus loss from discontinued operations and extraordinary items, plus income taxes, plus interest expense, plus depreciation, depletion, and amortization, plus other non-cash charges, including non-cash reduction of put liabilities. For purposes of computing EBITDA, the Chicago Settlement Obligation in the amount of One Million Three Hundred Thousand Dollars ($1,300,000) as shown on the Borrower’s financial statements dated December 31, 2016 shall be deemed to be an extraordinary item.

“Eligible Commercial Receivables” means Eligible Receivables other than Eligible Prime Government Receivables and Eligible Non Prime Government Receivables, which have resulted from an amount due owing from account debtors.

“Eligible Non Prime Government Receivables” means Eligible Receivables which (a) are not Eligible Prime Government Receivables and (b) have resulted from an amount due and owing indirectly as a sub-consultant to a prime consultant or as a sub-contractor to a p1ime contractor with the United States or with any state or political subdivision thereof or any department, agency or instrumentality of the United States, or any state or political subdivision thereof.

“Eligible Prime Government Receivables” means Eligible Receivables which have resulted from an amount due and owing directly from the United States or with any state or political subdivision thereof or any department, agency or instrumentality of the United States, or any state or political subdivision thereof.

“Eligible Receivables” means an account receivable that satisfies the following requirements:

The account is based upon an enforceable order or contract, written or oral, for services performed and the same were performed by the Borrower in accordance with such order or contract and in the ordinary course of the Borrower’s business and does not relate to any warranty claim or obligation.

There are no conditions which must be satisfied before the Borrower is entitled to receive payment of the account. Accounts arising from COD sales, consignments, bill and hold sales, sale or return, guaranteed sales or on the basis of any other understanding are not acceptable.

The debtor upon the account does not claim any present or contingent (and no fact exists which is the basis for any future) claim, deduction or dispute or defense in law or equity to payment of the account.

The account balance does not include the amount of any counterclaims, offsets, claims for credits, allowances, or adjustments because of inferior or unsatisfactory services, or for any other reason including, without limitation, those arising on account of a breach of any express or implied representation or warranty which have been or may be asserted against the Borrower by the account debtor (including offsets for any “contra accounts” owed by the Borrower to the account debtor for services performed for the Borrower). To the extent any counterclaims, offsets, or contra accounts exist in favor of the account debtor, such amounts shall be deducted from the account balance.

The account is evidenced by an invoice or other documentation in form acceptable to the Bank, dated promptly after billing is permitted under the applicable contract between the Borrower and the account debtor.

The amount shown on the books of the Borrower and on any invoice, certificate, schedule or statement delivered to the Bank is owing to such Borrower and no partial payment has been received unless reflected with that delivery.

The account represents a genuine obligation of the account debtor for services performed for and accepted by the account debtor. To the extent any credit balances exist in favor of the account debtor, such credit balances represent customary credits, adjustments and/or discounts given to an account debtor by the Borrower in the ordinary course of its business and shall be deducted from the account balance.

The account balance does not arise from services under or related to any warranty obligation of the Borrower or out of any finance charges, services charges or other fees for the time value of money, payable by the account debtor.    To the extent any such charges are included, such amounts shall be deducted from the account balance.

With respect to Eligible Commercial Receivables only, the Borrower is not prohibited by the laws of the state where the account debtor is located from bringing an action in the courts of that state to enforce the account debtor’s obligation to pay the account. The Borrower has taken all appropriate actions to ensure access to the courts of the state where the account debtor is located, including, where necessary, the filing of a Notice of Business Activities Report or other similar filing with the applicable state agency or the qualification by the Borrower as a foreign corporation authorized to transact business in such state.

The account is owned by the Borrower free of any title defects or any liens or interests of others except the security interest in favor of the Bank. The Borrower has the full and unqualified right and power to assign and grant a security interest in, and lien on, the account to the Bank as security and collateral for the payment of the obligations under this Agreement, which lien is perfected as to the account by the filing of financing statements and which lien upon such filing constitutes a first priority security interest and lien.

The account debtor upon the account is not any of the following:

An employee, affiliate, parent or subsidiary of the Bo1Tower, or an entity which has common officers or directors with the Borrower.

Any person or entity located, incorporated or primarily conducting business in a foreign country

The account is not in default. An account will be considered in default if any of the following occur:

the account is not paid within one hundred twenty (120) days from its invoice date;

the account debtor obligated upon the account suspends business, makes a general assignment for the benefit of creditors, fails to pay its debts generally as they come due, or any petition is filed by or against the account debtor obligated upon the account under any bankruptcy law or any other law or laws for the relief of debtors in the United States, any state or territory thereof, or any foreign jurisdiction;

there is an appointment of a receiver or trustee for the account debtor or for any of the assets of the account debtor, including, without limitation, the appointment of or taking possession by a “custodian,” as defined in the Federal Bankruptcy Code;

the initiation by or against the account debtor of any other type of any formal or informal proceeding for the insolvency, dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the account debtor;

the death or judicial declaration of incompetency of an account debtor who is an individual;

the sale, assignment, or transfer of all or any material pa1t of the assets of the account debtor.

For any Eligible Commercial Receivable that is outstanding for between ninety (90) and one hundred twenty (120) days from the respective invoice date, no more than thirty-five percent (35%) of the accounts which are the obligation of such account debtor have been outstanding for over one hundred twenty (120) days from the respective invoice date; provided, however, that the Bank has the right to decrease the foregoing percentage in its discretion based upon findings in the field examinations conducted by the Bank pursuant to Section 2.7.

The account does not arise from the sale of goods which remain in the Borrower’s possession or under the Borrower’s control.

The account is not evidenced by a promissory note or chattel paper, is not secured by any letter of credit with respect to such account nor is the account debtor obligated to the Borrower under any other obligation which is evidenced by a promissory note.

No bond or other undertaking by a guarantor or surety has been or is required to be obtained, supporting the performance of the Borrower or any other Obligor in respect of the Borrower’s agreements with the account debtor.

The account is not subject to a restriction that forbids or makes void or unenforceable the assignment or grant of a security interest by the Borrower to the Bank, unless the Borrower has obtained any necessary consents.

No part of the account represents a retainage.

The Bank in the good faith exercise of its sole and absolute discretion has not deemed the account ineligible because of uncertainty as to the creditworthiness of the account debtor or because the Bank otherwise considers the collateral value of such account to the Bank to be impaired or its ability to realize such value to be insecure.

The account is otherwise acceptable to the Bank.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the B01Tower within the meaning of Section 414(b) or (c) of the Code.

“Facility No. 1 Commitment” is defined in Section 2.1(a).

“Facility No. 1 Expiration Date” is defined in Section 2.2.

“Facility No. 2 Co1mnitment” is defined in Section 3.1(a).

“Facility No. 2 Expiration Date” is defined in Section 3.2.

“Financial Test” is defined in Section 2.6.

“Fixed Rate Conversion Option” is defined in Section 3.S(a).

“Fixed Rate Term” means the full term of the credit during which the interest rate was fixed on the principal amount prepaid.

“Funded Debt’’ means all outstanding liabilities for bon-owed money and other interest-bearing liabilities, including current and long term debt.

“Governing Law State” is defined in Section 9.2.

“Guarantor” means Gary Bowman and any other person, if any, providing a guaranty with respect to the obligations hereunder.

“LIBOR Daily Floating Rate” is a fluctuating rate of interest which can change on each banking day. The rate will be adjusted on each banking day to equal the London Interbank Offered Rate (or a comparable or successor rate which is approved by the Bank) for U.S. Dollar deposits for delivery on the date in question for a one (1) month term beginning on that date. The Bank will use the London Interbank Offered Rate as published by Bloomberg (or other commercially available source providing quotations of

“Non-Revolving Line of Credit” is defined in Section 3.l(a).

“Obliger” means any Borrower, Guarantor and/or Pledger.

“Original Funding Rate” means with respect to any prepaid installment of principal, the Swap Rate on the date the interest rate was fixed by the Bank on the principal amount prepaid for a term corresponding to a period of time equal to the Fixed Rate Term, interpolated, if necessary.

“Party” and “Parties” are each defined in Section 9.6.

“Permitted Acquisitions” means any Acquisition consisting of a single transaction or a series of related transactions by the Borrower so long as (i) the Borrower shall not incur additional debt to consummate such Acquisition, (ii) no event of default under this Agreement has occurred and is continuing or would exist after giving effect to such Acquisition, and (iii) immediately prior to and after giving effect to such Acquisition, the Borrower shall be in compliance with financial covenants set forth in this Agreement on a pro-forma basis.

“Permitted Loan or Advance” means loans or advances by Borrower to its shareholders or employees or to the Guarantor provided that all of the following conditions are satisfied at the time of such loan or advance (a) immediately prior to and after giving effect to such loan or advance no event of default has occurred or is continuing, or would occur as a result of such loan or advance, (b) in the case of a loan or advance to the Guarantor, the balance owed by such Guarantor to Borrower on any date does not exceed One Million Three Hundred Forty Thousand Dollars ($1,340,000), and (c) in the case of loans or advances to shareholders or employees (other than the Guarantor) the amount of such loans or advances does not exceed Two Hundred Thousand Dollars ($200,000) in the aggregate on any date in addition to the amount of such loans or advances outstanding as of the date hereof, exclusive of non-cash loans to shareholders to purchase stock in Borrower or to pay income tax withholding advanced in connection with the vesting of a stock bonus or exercise of a stock option.

“Permitted Redemption” means any redemption, repurchase, or acquisition of the stock of Borrower provided that at the time of such redemption, no event of default has occurred or is then continuing, or after giving effect to such redemption, repurchase, or acquisition, an event of default would occur, and (a) is made pursuant to the terms of the

“Permitted Tax Distribution” means, for any taxable year of Borrower for which Borrower is a pass through entity for income tax purposes, a dividend to its shareholders to pay federal and state income taxes resulting from such shareholder’s allocated share of Borrower’s income, but not to exceed forty percent (40%) of Borrower’s federal taxable income for the prior taxable year end; provided, however, that no distribution shall be deemed a Permitted Tax Distribution and no dividend shall be paid to any shareholder unless immediately prior to and after giving effect to such dividend no event of default has occurred or is continuing, or would occur as a result of such dividend.

“Person” is defined in Section 6.18(a).

“Plan” means a plan within the meaning of Section 3(2) of BRISA maintained or contributed to by the Borrower or any BRISA Affiliate, including any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.

“Pledger” means Bowman Consulting Group DC PC, a District of Columbia professional corporation, and any other person, if any, providing a pledge of collateral with respect to the obligations hereunder.

“Put Option” means an option on the part of a shareholder of the Borrower to sell shares of stock to the Borrower and is either set forth on Schedule 1.14 hereto or the Bank has consented in writing to such option being deemed a Put Option for purposes of this Agreement by specific reference to this Section.

“Put Option Redemption” means any redemption, repurchase, or acquisition of the stock of Borrower provided that at the time of such redemption, repurchase, or acquisition, no event of default has occurred or is continuing, or after giving effect to such redemption, repurchase, or acquisition, an event of default would occur, and is made pursuant to the exercise of a Put Option by a shareholder of Borrower.

“Quarterly Financial Statements” is defined in Section 7.2(b).

“Related Party” means each of the Obligors and the Borrower’s subsidiaries.

“Reinvestment Rate” means with respect to any prepaid installment of principal, the Swap Rate on the date the prepayment fee is calculated by the Bank for a term corresponding to the period of time remaining until such principal installment was scheduled to be made, interpolated, if necessary.

“Renewal Notice” is defined in Section 2.2.

“Repayment Period” is defined in Section 3.3(b).

“Revolving Line of Credit” is defined in Section 2.l(a).

“Sanction” is defined in Section 6.18(a).

“Senior Funded Debt” means all outstanding liabilities for borrowed money and other interest-bearing liabilities, including current and long term debt, less Subordinated Liabilities.

“Subordinated Liabilities” means liabilities subordinated to the Borrower’s obligations to the Bank in a manner acceptable to the Bank in its sole but reasonable discretion.

“Swap Rate” means, as of any date, the offered U.S. Dollar interest rate swap rate for a fixed rate payer determined by the Bank on such date by reference to the Bloomberg service or such other similar data source then used by the Bank for determining such rate.

FACILITY NO. 1: LINE OF CREDIT AMOUNT AND TERMS

Revolving Line of Credit Amount.

During the availability period described below, the Bank will provide a revolving line of credit to the Borrower (the “Revolving Line of Credit”). The amount of the Revolving Line of Credit (the “Facility No. 1 Commitment”) is equal to the lesser of (i) the Credit Limit or (ii) the Bon-owing Base.

This is a revolving line of credit.    During the availability period, the Borrower may repay principal amounts and reborrow them.

The Borrower agrees not to pe1mit the principal balance outstanding to exceed the Facility No. 1 Commitment. If the Borrower exceeds this limit, the Borrower will immediately pay the excess to the Bank upon the Bank’s demand.

Availability Period.

Conditions to Availability of Credit.

A borrowing base certificate, in form and detail satisfactory to the Bank, in the format of Exhibit A-1, calculated by the Borrower and setting forth the Borrowing Base on which the requested extension of credit is to be based.

Copies of the invoices or the record of invoices from the Borrower’s sales journal for such Eligible Receivables and a listing of the names and addresses of the debtors obligated thereunder.

Copies of the delivery receipts, purchase orders, shipping instructions, bills of lading and other documentation pe11aining to such Eligible Receivables.

Copies of the cash receipts journal pertaining to the borrowing base certificate.

Repayment Terms.

The Borrower will pay interest on October I, 2017, and then on the same day of each month thereafter until payment in full of any principal outstanding under this facility. The amount of each payment shall be the amount of all accrued interest on the Revolving Line of Credit.

The Borrower will repay in full any principal, interest or other charges outstanding under this Agreement no later than the Facility No. I Expiration Date.

Interest Rate.

The interest rate is a rate per year equal to the LIBOR Daily Floating Rate plus the Applicable Rate as defined below.

The Borrower may prepay the principal in full or in part at any time without the payment of a prepayment fee or premium. The prepayment will be applied to the most remote payment of principal due under this Agreement.

Applicable Rate.

Funded Debt to EBITDA

1

2

3

Field Examinations.

FACILITY NO. 2: NON-REVOLVING LINE OF CREDIT AMOUNT AND TERMS

Non-Revolving Line of Credit Amount.

During the availability period described below, the Bank will provide a non-revolving line of credit to the Borrower (the “Non-Revolving Line of Credit”).

This is a non-revolving line of credit. Any amount borrowed, even if repaid before the Facility No. 2 Expiration Date, permanently reduces the remaining available Non-Revolving Line of Credit.

The Borrower agrees not to permit the principal balance outstanding to exceed the Facility No. 2 Commitment. If the Borrower exceeds this limit, the Borrower will immediately pay the excess to the Bank upon the Bank’s demand.

Availability Period.

Repayment Terms.

The Borrower will pay interest on October 1, 2017, and then on the same day of each month thereafter until payment in full of any principal outstanding under this facility.

The Borrower will repay the principal amount outstanding on the Facility No. 2 Expiration Date in sixty (60) equal installments beginning on the earlier of (i) the date on which no remaining amount is available under the Non-Revolving Line of Credit or (ii) the Facility No. 2 Expiration Date, and on the same day of each month thereafter, and ending on the same day of the sixtieth (60th) month thereafter (the “Repayment Period”). Each principal installment shall be in an amount sufficient to fully amortize the principal amount over the Repayment Period. In any event, on the last day of the Repayment Period, the Borrower will repay the remaining principal balance plus any interest then due.

Interest Rate.

The interest rate is a rate per year equal to the LIBOR Daily Floating Rate plus two and three-quarters of one percent (2.75%).

The Borrower may prepay the principal in full or in part at ai1y time without the payment of a prepayment fee or premium. The prepayment will be applied to the most remote payment of principal due under this Agreement.

Fixed Rate Conversion Option.

During the Repayment Period, provided no event of default then exists under this Agreement and provided the Borrower complies with the terms of this Paragraph, the Borrower will have a one-time option (the “Fixed Rate Conversion Option”) to convert the interest rate on the Non-Revolving Line of Credit from the rate

The fixed rate shall become effective on the next payment date following the end of the Repayment Period, provided such notice is received by the Bank at least five (5) banking days prior to the commencement of the Repayment Period. Otherwise the fixed rate shall become effective on the second succeeding payment date.

Upon the Borrower’s request, the Bank shall quote indicative rates to the Borrower for the fixed rate. An indicative rate is the interest rate in effect as of a date indicated by the Bank. The Borrower understands that such indicative rates shall not be binding on the Bank and shall not obligate the Bank to fix the interest rate at any specific rate. If the Borrower properly and timely exercises the Fixed Rate Conversion Option, then the fixed rate applicable to the loan shall be the indicative rate as of the date and time the Fixed Rate Conversion Option is properly and timely exercised.    The Bank will notify the Borrower in writing of the fixed rate. The fixed rate, once elected in accordance with this Paragraph, will remain in effect until the last day of the Repayment Period.

Upon exercise of the Fixed Rate Conversion Option, the Bank will determine the amount of the monthly payments that will be necessary to repay the unpaid principal of the loan at the fixed rate over a term equal to the remaining term of the Repayment Period. The Borrower will pay the amount of the new payments beginning on the first (1st) monthly payment date following the effective date of the fixed rate and continuing on each monthly payment date thereafter until the last day of the Repayment Period, on which date all remaining unpaid principal and accrued interest shall be due and payable.

The Borrower may prepay the credit in full or in part at any time. The prepayment will be applied to the most remote payment of principal due under this Agreement. Each prepayment, following exercise of the Fixed Rate Conversion Option, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and, if the prepayment is made prior to the expiration of the Fixed Rate Term with respect to any principal amount that accrues interest at a fixed rate, a prepayment fee calculated by the Bank. The prepayment fee will be equal to the present value of the difference, if positive, between (i) the sum of the interest payments that would have accrued through the end of the Fixed Rate Term on each prepaid installment of principal at a fixed interest rate for such installment equal to the Original Funding Rate, as if the prepayment had not been made, less (ii) the sum of the interest payments that would have accrued on each prepaid installment of principal at a fixed interest rate for such installment equal to the Reinvestment Rate, as if the prepayment had not been made.

COLLATERAL

Personal Property.

Equipment owned by the Borrower and the Pledgor.

Receivables owned by the Borrower and the Pledgor.

Patents, trademarks and other general intangibles owned by the Borrower and the Pledgor.

LOAN ADMINISTRATION AND FEES

Fees.

Borrower will pay to the Bank the fees set forth on Schedule A.

Collection of Payments: Payments Generally.

Payments will be made by debit to a deposit account, if direct debit is provided for in this Agreement or is otherwise authorized by the Bo1rnwer. For payments not made by direct debit, payments will be made by mail to the address shown on the Borrower’s statement, or by such other method as may be permitted by the Bank.

The Borrower shall make monthly payroll deductions from the employees whose stock purchases are financed by the Borrower using the proceeds of the advances made under the Non-Revolving Line of Credit, in the aggregate amount equal to not less than the monthly payments required under Section 3.3(b) and, if applicable, Section 3.5(d).

Each disbursement by the Bank and each payment by the Borrower will be evidenced by records kept by the Bank which will, absent manifest error, be conclusively presumed to be correct and accurate and constitute an account stated between the Borrower and the Bank.

All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff.

Borrower’s Instructions.

Direct Debit.

Banking Days.

Additional Costs.

any reserve or deposit requirements (excluding any reserve requirement already reflected in the calculation of the interest rate in this Agreement); and

any capital requirements relating to the Bank’s assets and commitments for credit.

Interest Calculation.

Default Rate.

Overdrafts.

The Bank may make advances under this Agreement to prevent or cover an overdraft on any account of the B01TOwer with the Bank. Each such advance will accrue interest from the date of the advance or the date on which the account is overdrawn, whichever occurs first, at the interest rate described in this Agreement. The Bank may make such advances even if the advances may cause any credit limit under this Agreement to be exceeded.

The Bank may reduce the amount of credit otherwise available under this Agreement by the amount of any overdraft on any account of the Borrower with the Bank.

Payments in Kind.

CONDITIONS

Authorizations.

Governing Documents.

Guaranties,

Security Agreements.

Perfection and Evidence of Priority.

Payment of Fees.

Repayment of Other Credit Agreement.

Good Standing.

Legal Opinion.

Subordination Agreements.

Insurance.

Borrower’s Financial Statements.

Guarantor’s Financial Statements and Tax Returns.

Field Examination.

Formation.

Authorization.

Good Standing.

Government Sanctions.

The Borrower represents that no Obligor, nor any affiliated entities of any Obligor, including in the case of any Obliger that is not a natural person, subsidiaries nor, to the knowledge of the Borrower, any owner, trustee, director, officer, employee, agent, affiliate or representative of the Borrower or any other Obligor is an individual or entity (“Person”) currently the subject of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions’’), nor is the Borrower or any other Obligor located, organized or resident in a country or territory that is the subject of Sanctions.

The Borrower represents and covenants that it will not, directly or indirectly, use the proceeds of the credit provided under this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Financial Information.

Lawsuits.

Other Obligations.

Tax Matters.

Collateral.

No Event of Default.

ERISA Plans.

Each Plan (other than a multiemployer plan) is in compliance in all material respects with BRISA, the Code and other federal or state law, including all applicable minimum funding standards and there have been no prohibited transactions with respect to any Plan (other than a multiemployer plan), which has resulted or could rea onably be expected to result in a material adverse effect.

With respect to any Plan subject to Title IV of ERISA:

No reportable event has occurred under Section 4043(c) of ERISA which requires notice.

No action by the Borrower or any ERISA Affiliate to terminate or withdraw from any Plan has been taken and no notice of intent to terminate a Plan has been filed under Section 4041 or 4042 of ERISA.

No Plan Assets.

Enforceable Agreement.

No Conflicts.

Permits. Franchises.

Insurance.

Eligible Prime Government Receivables and Eligible Non Prime Government Receivables.

Assignment of Claims Act.

COVENANTS

Use of Proceeds.

Financial Information.

Within {i) one hundred fifty (150) days of the 2017 fiscal year end and (ii) one hundred twenty (120) days of each fiscal year end thereafter, the annual financial statements of the Borrower (the “Annual Financial Statements”) certified and dated by an authorized financial officer. These financial statements must be audited (with an opinion satisfactory to the Bank) by a Certified Public Accountant (“CPA”) acceptable to the Bank. The statements shall be prepared on a consolidated basis.

Within forty-five (45) days of the fiscal quarter end (including the last fiscal quarter in each fiscal year), the quarterly financial statements of the Borrower (the “Quarterly Financial Statements”) certified and dated by an authorized financial officer. These financial statements may be company-prepared.

A borrowing base certificate in the format of Exhibit A-1, calculated by the Borrower and setting forth the B01rnwing Base on which the requested extension of credit is to be based and the amount of Eligible Receivables as of the last day of each month within twenty-five (25) days after the period end and, upon the Bank’s request, copies of the invoices or the record of invoices from the Borrower’s sales journal for such Eligible Receivables (including, with respect to the Eligible Prime Government Receivables and the Eligible Non Prime Government Receivables, a listing of the names and addresses of the account debtors obligated thereunder if so requested by the Bank), copies of client contracts, work orders, change order, and other documentation pertaining to such Eligible Receivables, and copies of the cash receipts journal pertaining to the borrowing base certificate.

Promptly, upon sending or receipt, copies of any management letters and correspondence relating to management letters, sent or received by the Borrower to or from the Borrower’s auditor. If no management letter is prepared, the Bank may, in its discretion, request a letter from such auditor stating that no deficiencies were noted that would otherwise be addressed in a management letter.

Together with the Quarterly Financial Statements and the Annual Financial Statements, a compliance certificate of the Borrower in the format as shown in Exhibit A-2, signed by an authorized financial officer and setting forth (i) the information and computations (in sufficient detail) to establish that the Borrower is in compliance with all financial covenants at the end of the period covered by the financial statements then being furnished and (ii) whether there existed as of the date of such financial statements and whether there exists as of the date of the certificate, any default under this Agreement and, if any such default exists, specifying the nature thereof and the action the Borrower is taking and proposes to take with respect thereto.

A detailed aging of the Borrower Eligible Receivables by invoice or a summary aging by account debtor, as specified by the Bank, within twenty-five (25) days after the end of each month (including the last period in each fiscal year).

A summary aging by vendor of accounts payable within twenty-five (25) days after the end of each month (including the last period in each fiscal year).

A detailed contract backlog report of the Borrower within forty-five (45) days after the end of each fiscal quarter (including the last period in each fiscal year). The backlog report shall include the following information with respect to all Eligible Prime Government Receivables and Eligible Non Prime Government Receivables if requested by Bank contract number, agency, contracting officer, contract type, remaining funded and unfunded portions and estimated profitability.

The annual budget of the Borrower, in form and content acceptable to the Bank, by December 31st of each year.

Within one hundred twenty (120) days of the calendar year end, copies of the federal income tax returns) of the Guarantor, including copies of any K-ls and all other schedules, in the form filed with the Internal Revenue Service (as well as any subsequent amendments or supplements); and if requested by the Bank, authentications of such documents (whether in the form of signed copies or otherwise) satisfactory to the Bank or, if such return(s) are not filed by such date, then (i) copies of any extensions of the filing date and (ii) W-2 and K-1 Forms received by the Guarantor as of the extension filing date, followed by copies of such return(s) and other documentation described above when and as filed.

Within one hundred twenty (120) days of the calendar year end, a properly completed signed and dated personal financial statement of the Guarantor on the Bank’s form with all questions fully answered and all schedules completed in their entirety, including all requested income/expense info1mation, contingent liabilities disclosure; provided that, if the party providing the financial information uses his/her own automated financial statement, they may supplement the statement with supporting schedules, certifications or other details so that all information requested on the Bank’s financial statement form is provided in lieu of using such form.

Promptly upon the Bank’s request, such other books, records, statements, lists of property and accounts, budgets, forecasts or reports as to the Borrower and as to each other Obligor as the Bank may request.

Funded Debt to EBITDA Ratio.

Senior Funded Debt to EBITDA Ratio.

Basic Fixed Charge Coverage Ratio.

Dividends and Distributions.

Bank as Principal Depository.

Other Debts.

Acquiring goods, supplies, or merchandise on normal trade credit.

Liabilities, lines of credit and leases in existence on the date of this Agreement disclosed in writing to the Bank.

Subordinated Liabilities.

Other Liens.

Liens and security interests in favor of the Bank or any affiliate of the Bank.

Liens for taxes not yet due.

Liens outstanding on the date of this Agreement disclosed in writing to the Bank.

Maintenance of Assets.

Not to sell, assign, lease, transfer or otherwise dispose of any part of any Related Party’s business or any Related Party’s assets except inventory sold in the ordinary course of such Related Party’s business.

Not to sell, assign, lease, transfer or otherwise dispose of any assets for less than fair market value, or enter into any agreement to do so.

Not to enter into any sale and leaseback agreement covering any of its fixed assets.

To maintain and preserve all rights, privileges, and franchises any Related Party now has.

To make any repairs, renewals, or replacements to keep each Related Party’s properties in good working condition.

To execute and deliver such documents as the Bank deems necessary to create, perfect and continue the security interests contemplated by this Agreement.

Investments.

Existing investments disclosed to the Bank in writing prior to the date of this Agreement.

Investments in any of the following:

certificates of deposit;

U.S. treasury bills and other obligations of the federal government;

readily marketable securities (including commercial paper, but excluding restricted stock and stock subject to the provisions of Rule 144 of the Securities and Exchange Commission).

Investments to which the Bank has given its prior written consent.

Bo1rnwer’s ownership interests in its subsidiaries.

Loans.

Permitted Loans or Advances.

Existing extensions of credit disclosed to the Bank in writing prior to the date of this Agreement.

Extensions of credit to each Related Party’s current subsidiaries or affiliates.

Extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business to non-affiliated entities.

Chan e of Management.

Change of Ownership.

Additional Negative Covenants.

to, without the Bank’s written consent:

which consent shall not be unreasonably withheld, enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company (an “Acquisition”), except for Permitted Acquisitions.

Acquire or purchase a business or its assets, except for Permitted Acquisitions.

Engage in any business activities substantially different from the Borrower’s present business.

Liquidate or dissolve any Obligor’s material lines of business.

Notices to Bank.

Any event of default under this Agreement, or any event which, with notice or lapse of time or both, would constitute an event of default.

Any change in any Obligor’s name, legal structure, principal residence, or name on any driver’s license or special identification card issued by any state (for an individual), state of registration (for a registered entity), place of business, or chief executive office if the Obligor has more than one place of business.

Insurance.

General Business Insurance. To maintain insurance satisfactory to the Bank as to amount, nature and carrier covering property damage (including loss of use and occupancy) to any of the Obligor’s properties, business interruption insurance, public liability insurance including coverage for contractual liability, product liability and workers’ compensation, and any other insurance which is usual for such Obligor’s business. Each policy shall provide for at least thirty (30) days prior notice to the Bank of any cancellation thereof.

Insurance Covering Collateral. To maintain all risk property damage insurance policies (including without limitation windstorm coverage, flood coverage, and hurricane coverage as applicable) covering the tangible property comprising the collateral. Each insurance policy must be in an amount acceptable to the Bank. The insurance must be issued by an insurance company acceptable to the Bank and must include a lender’s loss payable endorsement in favor of the Bank in a form acceptable to the Bank.

Evidence of Insurance. Upon the request of the Bank, to deliver to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.

Compliance with Laws.

Books and Records.

Audits.

Perfection of Liens.

Cooperation.

Assignment of Claims Act.

Subsidiary Collateral.

Collateral. The Borrower will cause the tangible and intangible personal property now owned or hereafter acquired by each of its subsidiaries whether newly fonned, after acquired or otherwise existing, to be subject at all times to a first priority, perfected lien (subject to liens permitted hereunder) in favor of the Bank to secure the obligations incurred under this Agreement or otherwise in connection with this Agreement. The Borrower shall provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Bank.

Fu11her Assurances. At any time upon request of the Bank, promptly execute and deliver any and all further instruments and documents and take all such other action as the Bank may deem necessary or desirable to maintain in favor of the Bank, liens and insurance rights on the collateral required to be delivered hereby that are duly perfected in accordance with the requirements hereof, all other documents executed in connection herewith and all applicable laws.

DEFAULT AND REMEDIES

Failure to Pay.

Other Bank Agreements.

Cross-default.

False Information.

Bankruptcy/Receivers.

Lien Priority.

Judgments.

Death.

Material Adverse Change.

Government Action.

ERISA Plans.

Covenants.

Forfeiture.

ENFORCING THIS AGREEMENT; MISCELLANEOUS

GAAP.

Governing Law.

Venue and Jurisdiction.

Successors and Assigns.

WAIVER OF JURY TRIAL.

Waiver of Class Actions.

CONFESSION OF JUDGMENT.

Severability: Waivers.

Expenses.

The Borrower shall pay to the Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees, expended or incurred by the Bank in connection with (i) the negotiation and preparation of this Agreement and any related agreements, the Bank’s continued administration of this Agreement and such related agreements, and the preparation of any amendments and waivers related to this Agreement or such related agreements, (ii) filing, recording and search fees, appraisal fees, field examination fees, title report fees, and documentation fees with respect to any collateral and books and records of the Borrower or any other Obligor, (iii) the Bank’s costs or losses arising from any changes in law which are allocated to this Agreement or any credit outstanding under this Agreement, and (iv) costs or expenses required to be paid by the Borrower or any other Obliger that are paid, incurred or advanced by the Bank.

The Borrower will indemnify and hold the Bank harmless from any loss, liability, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (i) this Agreement or any document required hereunder, (ii) any credit extended or committed by the Bank to the Borrower hereunder, (iii) any claim, whether well-founded or otherwise, that there has been a failure to comply with any law regulating the Borrower’s sales or leases to or performance of services for debtors obligated upon the Borrower’s accounts receivable and disclosures in c01mection therewith, and (iv) any litigation or proceeding related to or arising out of this Agreement, any such document, any such credit, or any such claim, including, without limitation, any act resulting from the Bank complying with instructions the Bank reasonably believes are made by any Authorized Individual. This paragraph will survive this Agreement’s termination, and will benefit the Bank and its officers, employees, and agents.

The Borrower shall reimburse the Bank for any reasonable costs and attorneys’ fees incurred by the Bank in connection with (a) the enforcement or preservation of the Bank’s rights and remedies and/or the collection of any obligations of the Borrower which become due to the Bank and in connection with any “workout” or restructuring, and (b) the prosecution or defense of any action in any way related to this Agreement, the credit provided hereunder or any related agreements, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by the Bank or any other person) relating to the Borrower or any other person or entity.

Set-Off.

One Agreement.

Notices.

Headings.

Counterparts.

Borrower/Obligor Information; Reporting to Credit Bureaus.

Customary Advertising Material.

Amendments.

Disposition of Schedules and Reports.

Returned Merchandise.

Verification of Receivables.

Waiver of Confidentiality.

Additional Remedy for Failure to Assign Payments.

an injunction compelling the Borrower’s compliance with the provisions of this Agreement requiring the Borrower to assign payments due or to become due under any Eligible Receivables;

the appointment of a receiver, with instructions that the receiver shall comply, in the Bon-ower’s name and on its behalf, with the provisions of this Agreement requiring the Borrower to assign payments due or to become due under any Eligible Receivables; and

such other or further equitable relief as may be necessary or desirable to secure to the Bank the benefits of the rights of an assignee under the Assignment of Claims Act (Title 31 Section 3727 and Title 41 Section 15 of the United States Code).

Disposition of Schedules and Reports.

Returned Merchandise.

Verification of Eligible Receivables.

Waiver of Confidentiality.

/S/

Facility No. I Loan Fee.

Facility No. 2 Loan Fee.

Late Fee.

Returned Payment Fee.

Unused Co1mnitment Fee.

Loomis Partners, Inc.

Richard Creech

Richard Creech

Richard Creech

Richard Creech

Richard Creech

Richard Creech

Richard Creech

Richard Creech

Richard Creech

Richard Creech

Richard Creech

Jesse Goldfarb

Jerry Compton

Erik Juliano

Bill Pfeffer

Tracy Bratton

William Burnett

John Barnard

Derek Williams

Derek Williams

Stan Omland

Stan Omland

Stan Omland

Stan Omland

Stan Omland

EVIDENCED BY

Stanley Omland

Gary Bowman

1.) Beginning of Month G/L Balance

2.) ADD : Gross Sales for the Month

3.) ADD : Debit Memos , Returned Checks, Other Dr. Adj.

4.) LESS: Net Cash Collections for the Month

5.) LESS: Credit Memos, Discounts, Other Cr Adj.

Other Debits or (Credits)

6.) End of Month G/L Balance as of

7.) AIR Aging Balance as of the same date

Variance, if any (Line 6 minus Line 7; if negative add to ineligibles on Sch. A)

8.) Ineligible Accounts Receivable (Per Attached Schedule A)

9.) Net Eligible Accounts Receivable (Line 7 Aging Balance minus Line 8)

10.) Advance Rate

11.) Gross Availability • Accounts Receivable

BORROWING BASE

12.) Gross Availability (Line 11)

13.) Lesser of Gross Availability (Line 12) or Line Limit of

$12,400,000

LOAN DETAIL

Loan balance Outstanding at Month-end 01/00/00

14.) Total Loans Outstanding at Month-end

15.) Borrowing Base Reserves (Per Attached Schedule A)

16.) Excess Borrowing Base Availability (Line 13 minus Line 14 & 15)

BOWMAN CONSULTING GROUP, LTD

        SCHEDULE OF INELIGIBLES

Past due: over Days (or 90 Days for Eligilble Prime Gov’t

AIR) PAST INVOICE DATE

Unapplied Cash/Deposits

Credit Balances in Past Dues

Foreign Account Debtor

No access to courts (Eligible Commercial AR only)

Subject to third party lien

35 % Cross Aging for over 120 days past invoice date

Claims

Affiliates, lnterco and Employees

Contra Elimination

Commissions to Agents

Cash/COD’S

Finance/Service Charges

Bankrupt Accounts

Pre-Billings/Bill and Hold

Retentions

Government Claims for Disallowed Expenses

Award Fees

Unbilled

Debit Memos/Chargebacks

Other as banks deems ineligible

Variance Between Aging & G/L (if GIL is to er)

Excess         % Concentration     Gross

TOTAL INELIGIBLE AIR (Toline 8 of BBC)

BORROWING BASE RESERVES

PACA (PerishableA91iculfura! CommodiliesAcl) or any similar Slate Law

Derivatives (including interest rate SWAP risk)

Other (specify)                         

Total Borrowing Base Reserves {To line 17 of BBC)

Representations and Warranties provisions

Covenants provisions, such as:

Financial Information, in form and substance provided for, appropriately signed and presented as agreed.

Financial Covenants provided for in the Credit Agreement (e.g. Funded Debt to EBITDA, Senior Funded Debt to EBITDA, and Basic Fixed Charge Coverage Ratio).

Use of Proceeds provisions.

Collateral provisions, including perfection and preservation of bank’s lien position, and Other Liens.

Provisions for Notices, including notices pertaining to defaults, lawsuits, material adverse change, contingent liabilities and governmental or regulatory actions.

Insurance provisions

Additional Negative Covenants provisions including asset disposition, mergers or combinations, business acquisitions and business activities.

Provisions constituting Defaults, including but not limited to: Failure to Pay, Lien Priority, False Information, Bankruptcy, Receivers, Lawsuits, Judgments, Government Action, Material Adverse Change, Cross-default.

Current

Year

Interim

(3)

+   other interest-bearing liabilities, including current and long-term debt

+   income tax

+   interest expense

+   depreciation

+   depletion

+   amortization

+   other non-cash charges, including non-cash reduction of put liabilities

1.

2.

Senior Funded Debt to EBITDA Ratio= l(A) + 2(B):

Basic Fixed Charge Coverage Ratio

(on a consolidated basis)

Prior Year

Interim
(1)

Prior Full

Fiscal Year
(2)

Current

Year
Interim
(3)

Totals

Columns
(2) + (3)-
(1)

1. EBITDA (calculated on a trailing 12 month basis):

net income

(-   income] {or+ loss] from discontinued operations and extraordinary items

+   income taxes

+   interest expense

+   depreciation

+   depletion

+   amortization

=   EBITDA

+   Lease Expense

+   Rent expense

Income Taxes

dividends, withdrawals, and other distributions

=   (A) Total Adjusted EBITDA

2.  Expenses (calculated on a trailing 12 month basis)

Interest expense

+   Lease expense

+   Rent expense

+   Current portion of long term debt as shown on current financial statement (excluding the indebtedness under the Non-Revolving Line of Credit)

+   Current portion of capitalized lease obligations as shown on current financial statement

+   The difference between principal and interest due under the Non-Revolving Line of Credit payable to the Bank for the prior 12-month period and the amount of employee payroll deductions collected by the Borrower for the repayment of the debt under the Non-Revolving Line of Credit for the prior 12-month period

(B) Total Fixed Charges

Basic Fixed Charge Coverage Ratio = l(A) + 2(B)

Required ratio is: