Common use of Additional Consideration Clause in Contracts

Additional Consideration. As additional consideration for the Transferred Assets, Purchaser shall also: (a) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the value, determined from the previous five day closing average price of three distributors of marine fuel in the Gulf Coast, of the aggregate Vessel Fuel Inventories owned by Seller and/or its Affiliates on-board the Vessels (or the tendered Unavailable Vessels with respect to a Supplemental Closing) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or by its Affiliates by a charterer as of the day before such Closing Date, such amount to be paid in immediately available funds by wire transfer to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”); (b) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the amount of all payments made by Seller prior to such Closing Date and set forth on Schedule 1.1(c) in respect of Purchase Orders associated with the Vessels (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); and (c) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to, without duplication of any amounts paid pursuant to Section 3.3(b), the amount of all cash payments made by Seller on or prior to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by Seller.

Additional Consideration. As (a) On June 30, 1999 (the "Earnout Payment Date"), Buyer shall pay to Seller, by wire transfer of same day Dollar funds to an account designated by Seller, as additional consideration for the Transferred AssetsShares, Purchaser shall also: (a) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the value, determined from amount specified below opposite the previous five day closing average price applicable Nisaplin Sales Amount (the "Earnout Amount"): Nisaplin Sales Amount in Earnout Amount in Millions Millions of three distributors Dollars of marine fuel in the Gulf Coast, of the aggregate Vessel Fuel Inventories owned by Seller and/or its Affiliates on-board the Vessels (or the tendered Unavailable Vessels with respect Dollars ------------------------ -------------------------- < 7 0.0 7 to a Supplemental Closing) that has not been reimbursed 8 0.5 8 to Seller and/or its Affiliates or is not subject 11 1.0 11 to reimbursement 14 1.5 14 to Seller and/or by its Affiliates by a charterer as of the day before such Closing Date, such amount to be paid in immediately available funds by wire transfer to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”);17 2.0 > 17 2.5 (b) Buyer shall deliver to Seller on the Initial Closing Date and any Supplemental Closing Earnout Payment Date, as applicablea statement, pay certified by the Buyer's Chief Financial Officer, setting forth in reasonable detail the aggregate Nisaplin Sales Amount, together with the name of the Corporation's Nisaplin customers to which sales included in the Nisaplin Sales Amount were made, the aggregate amount of Nisaplin purchased by each such customer and the aggregate amount of Nisaplin Sales Amount attributable to each such customer. Seller an amount in cash equal shall review the Buyer's statement and shall notify Buyer within fifteen (15) days after receipt thereof if Seller has any objections to the amount of all payments the Earnout Amount as determined by Buyer. If Buyer and Seller are unable to resolve any dispute as to the Earnout Amount within fifteen (15) days after receipt by Buyer of Seller's objections, the dispute shall be referred to Price Waterhouse (UK Bristol office) for a final and conclusive determination of the Earnout Amount. Such determination shall be made within thirty (30) days after the referral. Seller and Buyer shall bear equally the expenses arising in connection with such determination. If the Earnout Amount as determined by Buyer is less than the Earnout Amount determined by Price Waterhouse (UK Bristol office) as provided herein, Buyer shall pay Seller prior to the difference between such Closing Date and set forth on Schedule 1.1(camounts within three (3) in respect days after receipt of Purchase Orders associated with the Vessels final determination of the Earnout Amount by Price Waterhouse (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); and (c) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to, without duplication of any amounts paid pursuant to Section 3.3(bUK Bristol office), plus interest on such amount at a rate of interest per annum equal to the amount of all cash payments made Citibank Prime Rate from and including the Earnout Payment Date to but excluding the date such payment is made. If the Earnout Amount as determined by Buyer is more than the Earnout Amount determined by Price Waterhouse (UK Bristol office) as provided herein, Seller on or prior to any applicable Closing in respect of Reimbursable Items shall pay Buyer the difference between such amounts within three (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, the measurement 3) days after receipt of the Vessel Fuel Inventories final determination of the Earnout Amount by Price Waterhouse (UK Bristol office), plus interest on such amount at a rate of interest per annum equal to the Citibank Prime Rate from and including the Earnout Payment Date to have reasonable access to documentation of inventory positions maintained by Sellerbut excluding the date such payment is made.

Additional Consideration. As In addition to the Purchase Price, Buyer shall make additional consideration payments for the Transferred Assets, Purchaser shall also:Assets (the "Additional Consideration") to the extent required by this Section 1.7. (a) on the Initial Closing Date Seller Parties jointly and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the value, determined from the previous five day closing average price of three distributors of marine fuel in the Gulf Coast, severally represent and warrant that Section 1.7(a) of the aggregate Vessel Fuel Inventories owned Seller Disclosure Schedule contains a complete and accurate list of those Dealers who are licensees of LeaseLink lease comparison tool 4.5, 6.0, or Direct (referred to collectively as "LeaseLink" and, for avoidance of doubt, excluding "GuestTrack," "Wizard," and "Forms by Superior" or any other product of the Seller and/or its Affiliates on-board Entities) Dealers (collectively, the Vessels "Seller Rooftops") including (i) the number of LeaseLink licenses held by each such Seller Rooftop and (ii) the unique address of such Dealer. Except as disclosed in Section 1.7(a) of the Seller Disclosure Schedule, none of the Seller Rooftop licenses has been sold, transferred, factored or otherwise disposed of. The terms of each factored Seller Rooftop license shown on Section 1.7(a) of the tendered Unavailable Vessels Seller Disclosure Schedule is coterminous with respect to or exceeds the duration of the agreement under which such license was factored. As soon as practicable after July 31, 2004, Seller Parties shall prepare a Supplemental Closingrevised Schedule 1.7 (a) that has not been reimbursed to shall contain a complete and accurate list of Seller and/or its Affiliates or is not Rooftops as of July 31, 2004, which shall be subject to reimbursement to Seller and/or review and approval by its Affiliates by a charterer as of the day before such Closing DateBuyer, such amount approval not to be paid in immediately available funds by wire transfer to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”);unreasonably withheld. (b) If the aggregate number of Seller Rooftops together with any Dealers purchasing any successor product to LeaseLink or product(s) offering substantially equivalent replacement functionality to LeaseLink from Buyer or an Affiliate of Buyer (collectively, the "LeaseLink Dealers") of the Seller Entities and the Buyer on the Initial Closing Date and any Supplemental Closing third anniversary of the Effective Date, including new Dealers and Dealer renewals during such three-year period, net of Dealers which are cancelled, terminated, abandoned, bought out or expire without renewal during such period and excluding Dealers that become such through acquisitions by Buyer or any of its Affiliates of any assets, shares or business other than the Assets, is greater than the number of LeaseLink Dealers on July 31, 2004 as applicable, pay to Seller an amount in cash equal to the amount of all payments made by Seller prior to such Closing Date and set forth on Schedule 1.1(c1.7(a) in respect of Purchase Orders associated with the Vessels Seller Disclosure Schedule, subject to adjustment within thirty (or 30) days of July 31, 2004 (such greater number of LeaseLink Dealers being the tendered Unavailable Vessels with respect "Incremental Third Year Dealers"), the Buyer will pay the Seller Parties an amount equal to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); andthe product of $2,000.00 and the number of Incremental Third Year Dealers. (c) If the aggregate number of LeaseLink Dealers of the Seller Entities and the Buyer on the Initial Closing fourth anniversary of the Effective Date and any Supplemental Closing is greater than such aggregate number of LeaseLink Dealers on the third anniversary of the Effective Date, as applicableincluding new Dealers and Dealer renewals during such year, pay to Seller an amount in cash equal tonet of Dealers which are cancelled, terminated, abandoned, bought out or expire without duplication renewal during such year and excluding Dealers that become such during such year through acquisitions by Buyer or any of its Affiliates of any amounts paid pursuant to Section 3.3(bassets, shares or business other than the Assets (such greater number of LeaseLink Dealers being Asset Purchase Agreement the "Incremental Fourth Year Dealers"), the Buyer will pay the Seller Parties an amount equal to the product of all cash payments made by Seller on or prior to any applicable Closing in respect $2,000.00 and the number of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by SellerIncremental Fourth Year Dealers.

Additional Consideration. As additional consideration for the Transferred Assets, Purchaser shall alsotransactions contemplated herein the parties agree as follows: (a) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay ▇. ▇▇▇▇▇ agrees to Seller an amount enter into a Real Estate Purchase Agreement in cash equal to the value, determined from the previous five day closing average price favor of three distributors of marine fuel in the Gulf Coast, of the aggregate Vessel Fuel Inventories owned by Seller and/or its Affiliates on-board the Vessels (or the tendered Unavailable Vessels New Entity with respect to a Supplemental Closingparcel of real estate which is approximately one fifth of an acre (as depicted on Exhibit B) on the north side of that has not been reimbursed certain parcel of real estate currently owned by Buyer on ▇▇▇▇▇▇▇ Street (and commonly referred to as the ▇▇▇▇▇▇ Art Center parking lot) for the sales price of Two Hundred Sixty-three Thousand Dollars ($263,000.00), on terms materially similar to the terms and conditions set forth in this Contract (the “Civic Plaza Agreement”). ▇. ▇▇▇▇▇▇ agrees to grant a permanent conservation easement pursuant to either the federal or state historical preservation process, such that Seller and/or its Affiliates is able to obtain a charitable donation credit for the same, on and against part of the historic train depot station located on ▇▇▇▇▇▇▇ Street and owned by Seller (but only that portion currently leased to Chipotle) (the “Depot”), the area of which shall be determined by the Survey. Said conservation easement shall include the Depot and all area from the railroad right-of-way to the eastern side of the Depot and from the northern side of the Depot to ▇▇▇▇▇▇▇ Street (the “Conservation Easement”). The Conservation Easement will preserve the historic character of the Depot in accordance with the terms and conditions thereof. This Conservation Easement shall also prohibit any construction upon or the parking of any large vehicles (including food trucks) in the easement area that could obstruct the public view of the Depot from ▇▇▇▇▇▇▇ Street. The portion of the Depot building that is currently occupied by the Rendezvous Hookah Lounge is not subject included in the Conservation Easement. In addition to reimbursement the Conservation Easement, the Seller shall donate to, and the Buyer shall accept, the developable air rights extending above the current structure of the Depot, such that Seller shall receive a charitable donation credit for the value of the air rights donated to the Buyer. Buyer makes no representations or warranties as to Seller’s ability to obtain any tax credits pursuant to this paragraph. ▇. ▇▇▇▇▇▇ agrees not to substantially modify the exterior of or add to the height of the “freight” building (the “Freight Building”) which is currently occupied by Arsaga’s for seven (7) years from the date of this Contract, except that Seller and/or by its Affiliates by may perform normal, routine, and needed maintenance and repair and shall also be entitled to construct a charterer roof over the Freight Building and connect it to the Parking Deck to create a one-story outdoor recreation space. Should Seller desire to construct a roof and associated improvements to create a one-story outdoor recreation space, Seller shall follow all of Buyer’s processes, procedures, and requirements for construction and improvements; provided, however, the Buyer shall provide and grant any easements and consents necessary to allow for the connection of such roof structure to the Parking Deck. The Freight Building shall be depicted on the Survey. ▇. ▇▇▇▇▇ shall have the option to purchase the real property and fifteen (15) feet of air space above the ground level between the Depot and the Freight Building from the railroad right- of-way to the eastern boundary of Seller’s property for use as a Transit Hub or other public use (the “Transit Hub”). Buyer’s option to purchase the Transit Hub shall begin as of the day before such Closing Dateexecution of this Contract and run for a period of four (4) years thereafter. If Buyer elects to exercise its option to purchase the Transit Hub, such amount to the purchase price will be paid in immediately available funds by wire transfer to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”); (b) based on the Initial Closing Date higher of two (2) appraisals of the Transit Hub provided by a qualified, independent appraiser, one of which shall be selected and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to paid for by ▇▇▇▇▇ and the amount second of all payments made which shall be selected and paid for by Seller prior to such Closing Date the Seller. The Transit Hub is depicted on Exhibit B and set forth on Schedule 1.1(c) in respect of Purchase Orders associated with the Vessels (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); and (c) will be depicted and described on the Initial Survey. The terms and conditions of this paragraph 30 shall survive Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to, without duplication of any amounts paid pursuant to Section 3.3(b), the amount of all cash payments made by Seller on or prior to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, the measurement filing of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by SellerDeed.

Additional Consideration. As additional consideration for In lieu of granting a lien on the Transferred Assetscollateral securing the Company’s existing senior credit facility to secure the New Convertible Notes, Purchaser shall alsothe Company agrees that: (a) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the value, determined from the previous five day closing average price of three distributors of marine fuel in the Gulf Coast, of the aggregate Vessel Fuel Inventories owned principal amount of New Convertible Notes issuable to each Noteholder at the Closing pursuant to Section 1.1(c) shall be increased by Seller and/or its Affiliates on-board the Vessels (or the tendered Unavailable Vessels with respect to a Supplemental Closing) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or by its Affiliates by a charterer as of the day before such Closing Date, such amount to be paid in immediately available funds by wire transfer to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”);5.0%; and (b) If, prior to April 1, 2018, in connection with a financing by the Company in which Thermo Funding Company LLC, J▇▇▇▇ ▇▇▇▇▇▇ III or one of their respective affiliates (collectively, “Thermo”) participates (directly or indirectly), any lien that is junior or pari passu to any lien securing the Company’s existing senior credit facility is granted on any asset of the Company or its subsidiaries (to the extent such asset is not specifically excluded from the collateral securing the Company’s existing senior credit facility or any replacement facility) to secure such financing (a “Debt Financing”), then each Noteholder party hereto (regardless of whether such Noteholder beneficially owns New Convertible Notes at such time) that is eligible under applicable securities laws to be a purchaser in such Debt Financing and provides any documentation reasonably requested by the Company or its agents to certify such eligibility shall have the right to participate in such Debt Financing at the same price, on the Initial same terms and for the same consideration as Thermo, provided that the aggregate amount of debt that may be purchased by the Noteholders shall not exceed 50.0% of the amount purchased by Thermo in such Debt Financing and each Noteholder may only participate in such Debt Financing based on its pro rata beneficial ownership of the New Convertible Notes as of the Closing Date and any Supplemental Closing Date, (as applicable, pay to Seller an amount in cash equal compared to the amount total ownership of all payments made by Seller Noteholder parties hereto). The Company shall deliver written notice of any such Debt Financing to the Noteholders or their representatives at least 15 calendar days prior to the relevant incurrence, issuance or sale, which notice shall describe the anticipated terms of the proposed transaction, provided that the description of such Closing Date terms may be limited to the information provided to all other potential purchasers in such Debt Financing, and set forth on Schedule 1.1(c) provided further, that if the Board of Directors of the Company determines that it would be in respect the best interest of Purchase Orders associated with the Vessels Company to consummate such Debt Financing prior to the expiration of the applicable notice period (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (an “Purchase Order Additional Purchase PriceAccelerated Closing”); and (c) , such Debt Financing may be consummated immediately and the Company will thereafter allow eligible Noteholders to promptly participate in the financing on the Initial Closing Date same price, on the same terms and any Supplemental Closing Datefor the same consideration paid by Thermo and up to the same percentage of such Debt Financing that such Noteholders would otherwise have been entitled to purchase in the absence of an Accelerated Closing, as applicable, pay which may be effected through an additional issuance or sale of indebtedness by the Company to Seller an amount such holders or a sale directly by Thermo of indebtedness purchased in cash equal to, without duplication of any amounts paid pursuant such Debt Financing to Section 3.3(b), the amount of all cash payments made by Seller on or prior to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by Sellersuch Noteholders.

Additional Consideration. As Contingent upon the Buyer Group meeting certain EBITDA targets as specified below, the Buyer shall pay additional consideration to the Seller in respect of the Shares purchased at the Closing as provided in this Section 2(e)(v). Such payments represent additional consideration for the Transferred Assets, Purchaser Shares and are not intended to be royalty payments. In no event shall also:the additional consideration payable to the Seller pursuant to this Section 2(e)(v) exceed $10 million. (aA) Within ninety (90) days after the end of each of the Buyer's fiscal years ending in 1999, 2000, 2001 and 2002, unless no further amounts are payable to the Seller pursuant to this Section 2(e)(v), the Buyer shall cause its independent certified public accountants at the time to submit to the Seller the audited consolidated financial statements of the Buyer Group for such years, accompanied by an unqualified opinion of such accountants, and a statement of such accountants (an "EBITDA Statement") setting forth their computation of ---------------- EBITDA for such year based upon such financial statements. Such financial statements will be prepared in accordance with the books of account and other financial records of the Buyer Group, will present fairly the financial condition and results of operations of the Buyer Group as of the dates thereof or for the periods covered thereby and will be prepared in accordance with GAAP. (B) Within thirty (30) calendar days after submission to the Seller of any such EBITDA Statement by such independent certified public accountants, the Buyer shall pay to the Seller cash in an amount equal to an amount (the "Earn-Out Amount") equal to 50% of the amount by which the EBITDA --------------- for such year exceeds the Target for such year. (C) The Seller may dispute any amounts reflected on any EBITDA statement but only on the Initial Closing Date basis that the amounts reflected on such EBITDA Statement were not arrived at in accordance with the terms of this Agreement. The Seller shall notify the Buyer and the independent certified public accountants who submitted the EBITDA Statement in writing of each such disputed item, specifying the amount thereof in dispute and setting forth, in detail, the basis for such dispute, within twenty (20) Business Days of the Seller's receipt of the EBITDA Statement. If the Seller and the Buyer are unable to resolve any Supplemental Closing Datesuch disputed items within twenty (20) Business Days after the Buyer's receipt of the Seller's written notice of dispute, as applicablethen the Buyer and the Seller shall submit the items remaining in dispute for resolution to an Independent Accounting Firm, which shall, within thirty (30) Business Days of such submission, determine and report to the Buyer and the Seller upon. such remaining disputed items, and such report shall be final, binding and conclusive on the parties hereto. The fees and disbursements of such Independent Accounting Firm shall be allocated between the Seller and the Buyer in the same proportion that the aggregate amount of such remaining disputed items unsuccessfully disputed by each such party bears to the total amount of such remaining disputed items. (D) If, prior to the end of the Buyer's 2002 fiscal year, the Buyer or an Affiliate of the Buyer that owns, directly or indirectly, the business of the Buyer Group (a "Panolam Seller") (1) sells or otherwise disposes of all or -------------- substantially all of the assets of the business of the Buyer Group or merges or consolidates with another entity, and the transferee of the assets of the business of the Buyer Group or the survivor of the merger does not expressly assume the obligations set forth in Section 2(e)(v) of this Agreement, then the Buyer shall pay to the Seller as additional consideration to the Seller in respect of the Shares purchased at the Closing an amount in cash equal to the valuemaximum amount that remains to be paid pursuant to the terms of Section 2(e)(v) (the "Remaining Amount") and (2) sells or otherwise disposes of the business of the ----------------- Buyer Group (the "Sale Assets") that contributed more than 10% of the EBITDA ----------- during the twelve full months immediately preceding execution of the disposition agreement governing such sale (the "LTM EBITDA"), determined from then the previous five day closing average price Buyer shall pay to ---------- the Seller as additional consideration to the Seller in respect of three distributors the Shares purchased at the Closing an amount equal to the amount, if any, by which the product of marine fuel in seven times the Gulf CoastLTM EBITDA contributed by the Sale Assets exceeds the sale proceeds to the Panolam Seller with respect to the Sale Assets. (E) If, prior to the end of Buyer's 2002 fiscal year, the Buyer or a Panolam Seller makes an initial public offering, registered under the Securities Act, of the aggregate Vessel Fuel Inventories owned by Seller and/or its Affiliates on-board common stock of an entity for which the Vessels (or the tendered Unavailable Vessels with respect to a Supplemental Closing) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or by its Affiliates by a charterer as assets of the day before such Closing Datebusiness of the Buyer Group are part of the consolidated group, such amount then the Buyer shall have the option to be paid in immediately available funds by wire transfer pay to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”); (b) on the Initial Closing Date and any Supplemental Closing Date, Remaining Amount as applicable, pay to Seller an amount in cash equal to the amount of all payments made by Seller prior to such Closing Date and set forth on Schedule 1.1(c) additional consideration in respect of Purchase Orders associated with the Vessels (or Shares purchased at the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”Closing in full satisfaction of all obligations of the Buyer and its Affiliates under Section 2(e)(v); and. (cF) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to, without duplication For purposes of any amounts paid pursuant to this Section 3.3(b2(e)(v), the amount of all cash payments made by Seller on or prior to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives following items shall be given reasonable advance notice of, and shall be permitted to attend and observe, have the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by Seller.following meanings:

Additional Consideration. As (a) Within five Business Days after the Sale Date for each Qualifying Sale of Purchased Shares (or Shares underlying Purchased Shares), if any, the Purchaser shall pay or cause to be paid to the Seller as additional consideration for the Transferred Assets, Purchaser shall also: (a) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the value, determined from the previous five day closing average price of three distributors of marine fuel in the Gulf Coast, sale of the aggregate Vessel Fuel Inventories owned by Seller and/or its Affiliates on-board the Vessels Purchased Shares (or the tendered Unavailable Vessels with respect to a Supplemental ClosingShares underlying Purchased Shares) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or such Qualifying Sale, by its Affiliates by a charterer as wire transfer of the day before such Closing Date, such amount to be paid in immediately available funds by in accordance with wire transfer to instructions furnished by the bank account(s) designated by Seller (“Vessel Fuel Inventories Seller, the Applicable Additional Purchase Price”);Payment, if any. (b) on No later than five Business Days following the Initial Closing Date execution of a definitive written agreement for a Qualifying Sale, and any Supplemental Closing immediately upon the occurrence of a Sale Date, as applicable, pay to Seller an amount in cash equal the Purchaser shall provide notice thereof to the amount of all payments made by Seller prior to such Closing Date and set forth on Schedule 1.1(c) in respect of Purchase Orders associated with the Vessels (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); andSeller. (c) From time to time, promptly upon Seller’s reasonable request, the Purchaser shall provide the Seller with such information and materials regarding any sale of Shares by the Purchaser or its Affiliates on or before the Initial Closing Additional Payment End Date that are reasonably appropriate for the Seller to confirm the amount and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to, without duplication timing of any amounts paid pursuant to Section 3.3(b)Applicable Additional Payment. (d) The Purchaser shall not distribute any of the proceeds from a Qualifying Sale until it has first made the Applicable Additional Payment, the amount of all cash payments made by Seller on or prior to any applicable Closing if any, required in respect of Reimbursable Items such Qualifying Sale. The Purchaser shall not enter into any agreement that would reasonably be expected to prohibit, limit or delay the making of any Applicable Additional Payment required hereunder. The Purchaser shall not sell or otherwise transfer any Purchased Shares (“Reimbursable Items Additional Purchase Price”). or Shares underlying Purchased Shares) to an SK Affiliate unless such SK Affiliate first agrees in writing to be bound by the Purchaser’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, obligations under this Agreement (including all the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by SellerPurchaser’s obligations under this Section 2.3).

Additional Consideration. As additional consideration for At the Transferred AssetsClosing, Purchaser the Company shall also: (a) set forth in Section 1.2 of the Company Disclosure Schedule a statement identifying by name and amount all accounts receivable and accounts payable as of September 1, 2015. Buyer will use reasonable commercial efforts to assist the Company in collecting all such accounts receivable, which are outstanding on the Initial Closing Date and any Supplemental Closing Date, as applicableduring the 30-day period following the Closing (the "Collection Period"), but in no event will Buyer be obligated to institute suit, retain a collection agency or institute any other extraordinary means of collection to collect any such accounts receivable. The Company shall pay to Seller the Shareholders, in accordance with this Section 1.2, an amount in cash equal to the valueexcess, determined from the previous five day closing average price of three distributors of marine fuel in the Gulf Coastif any, of (i) the aggregate Vessel Fuel Inventories owned cash collected by Seller and/or its Affiliates on-board the Vessels (or the tendered Unavailable Vessels Company with respect to a Supplemental Closing) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or by its Affiliates by a charterer as the accounts receivable identified on Section 1.2 of the day before such Closing DateCompany Disclosure Schedule, such amount to be over (ii) the cash paid in immediately available funds by wire transfer to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”); (b) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the amount of all payments made by Seller prior to such Closing Date and set forth on Schedule 1.1(c) in respect of Purchase Orders associated with the Vessels (or the tendered Unavailable Vessels Company with respect to Supplemental Closingsthe accounts payable identified on Section 1.2 of the Company Disclosure Schedule (the "A/R Consideration"; together with the Cash Distribution, the "Additional Consideration"). Any such excess amounts shall be paid by the Company to the Shareholders within ten (10) days of the end of the month within which such excess amounts are collected by the Company; provided, however, that are Assumed Contracts (“Purchase Order Additional Purchase Price”); and (c) any such excess amounts existing on the Initial Closing Date shall be paid to the Shareholders within thirty (30) days of Closing. In the event that an account receivable debtor notifies the Company of a dispute by such debtor concerning a September 1, 2015 account receivable, all monies received from such debtor by the Company will be applied to the undisputed portion of its September 1, 2015 account receivable, if any, until such undisputed portion is fully paid before any monies are applied to the Company's account with such debtor. Buyer acknowledges that the Shareholders shall be free to take all action, including the institution of legal proceedings, to collect any and any Supplemental Closing Date, as applicable, pay all monies owing to Seller an amount in cash equal to, without duplication of any amounts paid pursuant to Section 3.3(b), the amount of all cash payments made by Seller on or prior Company with respect to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives September 1, 2015 account receivable, provided all such collection efforts shall be given reasonable advance notice ofconsistent with the Company's past practices. Each of the Shareholders acknowledges that Buyer has a substantial interest in the continued goodwill of the Company and the current relationships between the Company and its account debtors, and shall be permitted agrees that each such Shareholder will use commercially reasonable efforts not to attend and observe, interfere unduly with Buyer's relationships with the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by SellerCompany's account debtors.

Additional Consideration. As additional consideration for the Transferred Assets, Purchaser shall also: (a) on In addition to the Initial Base Purchase Price, upon the attainment by Buyer of the Net Sales milestones of the Product in the Territory set forth below (each a “Net Sales Milestone” and collectively the “Net Sales Milestones”), Buyer shall pay to Seller the respective amounts set forth below (each a “Net Sales Milestone Payment” and collectively the “Net Sales Milestone Payments”): (i) [**] if cumulative Net Sales of the Product in the Territory after the Closing Date and prior to the Net Sales Milestone Termination Date equal [**]; (ii) [**] (not to exceed [**] in the aggregate) for each additional [**] of cumulative Net Sales of the Product in the Territory after the Closing Date and prior to the Net Sales Milestone Termination Date in excess of [**]; (iii) [**] (not to exceed [**] in the aggregate) for each additional [**] of cumulative Net Sales of the Product in the Territory after the Closing Date and prior to the Net Sales Milestone Termination Date in excess of [**]; and **Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (iv) [**] (not to exceed [**] in the aggregate) for each additional [**] of cumulative Net Sales of the Product in the Territory after the Closing Date and prior to the Net Sales Milestone Termination Date in excess of [**]. No additional payments will be due and payable by Buyer to Seller following the attainment of cumulative Net Sales of the Product in the Territory after the Closing Date and prior to the Net Sales Milestone Termination Date in excess of [**]. (b) The Net Sales Milestone Payments, if any, shall be payable within sixty (60) days of the end of the calendar quarter in which the relevant Net Sales Milestone is achieved by wire transfer of immediately available funds to an account designated by Seller in writing within two (2) Business Days after Seller becomes entitled to receive such payment. Upon at least thirty (30) days prior written notice to Buyer, Seller and its agents shall have the right to inspect and audit Buyer’s books and records related to Net Sales of the Product and the calculation of any Supplemental such payments due and payable to Seller for the five (5) year period prior to the end of the last fiscal quarter of Buyer ending prior to the date of commencement of such audit during Buyer’s normal business hours; provided, that Seller shall not inspect and audit such books and records more than once during any calendar year. The costs of any such audit shall be borne by Seller, unless the audit reveals an underpayment of [**] or more of the amount actually due, in which case, Buyer shall reimburse Seller for any and all reasonable costs associated with the audit. (c) From and after the Closing until the Net Sales Milestone Termination Date, as applicableBuyer hereby agrees to use, pay or to cause its Affiliates to use, Commercially Reasonable Efforts with respect to the marketing and sale of the Product. If at any time between the Closing Date and the Net Sales Milestone Termination Date the business strategy of (i) Buyer or Parent or (ii) following a Change of Control, any Successor Entity changes such that Buyer or its Affiliates or such Successor Entity fails to use Commercially Reasonable Efforts with respect to the marketing and sale of the Product, then Seller shall be entitled to receive an amount in cash equal to [**], which amount shall be paid within sixty (60) days of Seller becoming entitled thereto by wire transfer of immediately available funds to the valueaccount designated by Seller in writing within two (2) Business Days after Seller becomes entitled to receive such payment. As used in this Section 4.02(c), determined from “Commercially Reasonable Efforts” means, with respect to any Person, the previous five day closing average price efforts and resources that would be used (including the promptness in which such efforts and resources would be applied) by such Person consistent with its normal business practices, which in no event shall be less than the level of three distributors of marine fuel efforts and resources standard in the Gulf Coastpharmaceutical industry for a company similar in size and scope to such Person, of the aggregate Vessel Fuel Inventories owned by Seller and/or its Affiliates on-board the Vessels (or the tendered Unavailable Vessels with respect to a Supplemental Closingproduct at a similar stage in its development or product life taking into account efficacy, safety, commercial value, the competitiveness of alternative products of third parties that are in the marketplace or under development, and the Patent and other proprietary position of such product. Notwithstanding anything herein to the contrary, the “Commercially Reasonable Efforts” to be used by Buyer under this Section 4.02(c) that has shall not been reimbursed be less than those efforts Parent would be obligated to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or by its Affiliates by a charterer take under this Section 4.02(c) if Parent had executed and delivered this Agreement as Buyer. **Portions of the day before such Closing Date, such amount Exhibit have been omitted and have been filed separately pursuant to be paid in immediately available funds by wire transfer an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”); (b) on the Initial Closing Date and any Supplemental Closing DateSecurities Exchange Act of 1934, as applicable, pay to Seller an amount in cash equal to the amount of all payments made by Seller prior to such Closing Date and set forth on Schedule 1.1(c) in respect of Purchase Orders associated with the Vessels (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); and (c) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to, without duplication of any amounts paid pursuant to Section 3.3(b), the amount of all cash payments made by Seller on or prior to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by Selleramended.

Additional Consideration. As Subject to Section 8.7 below, as additional consideration for the Transferred Assetspurchase of the Assets from the Sellers, Purchaser Buyer hereby agrees that ProElite shall also: be entitled to receive [***] of the Showtime License Fees that Buyer receives from Showtime (athe “ProElite License Payment”) pursuant to the Explosion Showtime Agreement for the duration of the Explosion Showtime Agreement. Buyer shall direct Showtime to pay the ProElite License Payment on Buyer’s behalf directly to ProElite at the Initial Closing Date same time any Showtime License Fees are paid to Buyer, but if Showtime pays the ProElite License Payment directly to Buyer, Buyer shall pay such ProElite License Payment received from Showtime to ProElite. ProElite is only entitled to the ProElite License Payment and is not entitled to any other consideration received by or consideration paid to Buyer under the Explosion Showtime Agreement or under any other broadcast agreement to which Buyer may be a party other than an Amended License Agreement (as defined below). This ProElite License Payment shall only be payable to ProElite for the original term of the Explosion Showtime Agreement and any Supplemental Closing Dateextended term as a result of the exercise of any option (the “License Term”), which options only extend the License Term of the Explosion Showtime Agreement to December 31, 2013. For clarity purposes, if the Explosion Showtime Agreement’s original term is until December 31, 2011 and Showtime extends the term for one additional year, then ProElite will be entitled to the ProElite License Payment from the aggregate of the Showtime License Fee received by Buyer until December 31, 2012. Any separate agreement entered into by and between Buyer and Showtime outside the Explosion Showtime Agreement shall not give rise to ProElite of any third-party beneficiary rights or any other rights (monetary or otherwise) received under such separate agreement; provided, however, that in the event Buyer and Showtime, or any of their respective Affiliates, enter into any successor, supplemental, amended or other agreement covering substantially the same licensing rights as applicablethe Explosion Showtime Agreement with respect to any portion of the License Term (each an “Amended License Agreement”), pay (i) Buyer shall promptly advise ProElite of such fact and (ii) ProElite shall continue to Seller an amount in cash receive for the duration of the License Term aggregate payments, measured over a 12-month period, equal to the valueProElite License Payment that would otherwise be payable under the Explosion Showtime Agreement as if still then in effect during such 12-month period. For clarity purposes, determined from if after December 31, 2013, Buyer and Showtime enter into another agreement for the previous five day closing average price production of three distributors of marine fuel in any mixed martial arts event, then ProElite shall not be entitled to receive any further residual payments or other compensation, but if during the Gulf CoastLicense Term Buyer and Showtime enter into an Amended License Agreement, ProElite shall continue to have the right to payment of the aggregate Vessel Fuel Inventories owned by Seller and/or its Affiliates on-board ProElite License Payment or equivalent payment pursuant to such agreement until the Vessels (or the tendered Unavailable Vessels with respect to a Supplemental Closing) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or by its Affiliates by a charterer as expiration of the day before such Closing Date, such amount to be paid in immediately available funds by wire transfer to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”); (b) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the amount of all payments made by Seller prior to such Closing Date and set forth on Schedule 1.1(c) in respect of Purchase Orders associated with the Vessels (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); and (c) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to, without duplication of any amounts paid pursuant to Section 3.3(b), the amount of all cash payments made by Seller on or prior to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by SellerLicense Term.

Additional Consideration. As additional consideration for the Transferred Assets, Purchaser shall also: (a) As soon as practicable after the end of the Earn-Out Period (but in no event later than January 30, 2016), Parent shall cause to be prepared and delivered to the Representative a statement of the Revenue (the “2015 Revenue”) of the Company (such statement, the “Revenue Statement”) for the twelve (12) months ended December 31, 2015 (the “Earn-Out Period”), which shall be prepared in accordance with the definition of 2015 Revenue contained in this Agreement, including the Accounting Principles. After delivery of the Revenue Statement, the Representative and its accountants and other representatives shall be permitted reasonable access at reasonable times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers (subject to the Representative and its representatives entering into any reasonable undertakings required by Parent’s accountants in connection therewith) related to the preparation of the Revenue Statement. If the Representative has any objections to the Revenue Statement, the Representative shall deliver to Parent an Objections Statement stating that the Representative believes the Revenue Statement contains mathematical errors or was not prepared in accordance with this Agreement and specifying in reasonable detail each Disputed Item and the amount in dispute for each Disputed Item and the reasons supporting the Representative’s positions. The Representative shall not challenge the Revenue Statement on any basis other than as set forth in the timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Revenue Statement. If an Objections Statement is not delivered to Parent within thirty (30) days following the date of delivery of the Revenue Statement, the Revenue Statement shall be final and binding on and non-appealable by the Parties. The Representative and Parent shall negotiate in good faith to resolve any Disputed Items, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Representative and Parent shall submit such dispute to the Dispute Resolution Arbiter. Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each of Parent and the Representative. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as Disputed Items. The Dispute Resolution Arbiter’s determination shall be based solely on the Initial Closing Date Accounting Principles, the definition of 2015 Revenue contained herein and any Supplemental Closing Datethe provisions of this Agreement, including this Section 1.07. The Representative and Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as applicablesoon as practicable in amounts between the disputed amounts set forth in the Revenue Statement and the Objections Statement. The Dispute Resolution Arbiter’s determination shall be based solely on the presentations by Parent and the Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., pay not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and nonappealable by the Parties hereto. The fees and expenses of the Dispute Resolution Arbiter shall be allocated between Parent and the Representative in such manner that the Representative shall be responsible for that portion of the fees and expenses equal to Seller such fees and expenses multiplied by a fraction the numerator of which is the aggregate dollar amount in dispute in respect of Disputed Items submitted to the Dispute Resolution Arbiter that are resolved in a manner further from the position submitted to the Dispute Resolution Arbiter by the Representative and closer to the position submitted to the Dispute Resolution Arbiter by Parent (as finally determined by the Dispute Resolution Arbiter), and the denominator of which is the total aggregate dollar amount in dispute in respect of the Disputed Items so submitted, and Parent shall be responsible for the remainder of such fees and expenses. For the avoidance of doubt, the foregoing shall not limit claims for Losses under this Agreement to the extent that a Party has a claim for Losses under this Agreement other than in connection with the determination of 2015 Revenue. (b) Subject to Sections 1.08, 1.09, 1.10, 1.12, 7.01(e) and 8.04, no later than February 5, 2016 (or, if later, five (5) Business Days following determination of the Final Base Purchase Price), the Securityholders shall be entitled to an amount, if any, in cash equal to (i) the Floor Adjustment Amount plus (ii) the Base Purchase Price Excess, if a positive number, less (iii) the Base Purchase Price Shortfall, if a positive number (clauses (i) through (iv), the “Additional Consideration”), subject to reduction as set forth in this Agreement. The Surviving Company shall (and Parent shall cause the Surviving Company to) (A) subject to Section 1.12 deliver to the Exchange Agent, for the benefit of Common Stockholders and Preferred Stockholders in respect of shares of Company Stock other than Rollover Shares (and Dissenting Shares) held by them as of the Reference Time, an amount in cash equal to the valueproduct of (1) the Additional Consideration, determined from less the previous five day closing average price of three distributors of marine fuel in the Gulf Coast, sum of the aggregate Vessel Fuel Inventories owned Reduction Amount and the Second Tier Aggregate Catch-Up Option Consideration, if any, multiplied by Seller and/or (2) the Non-Rollover Stockholder Percentage (such product, the “Additional Non-Rollover Stockholder Consideration”), and the Exchange Agent shall distribute to each such Common Stockholder and Preferred Stockholder (other than holders of Dissenting Shares) its Affiliates onPro Rata Non-board Rollover Stock Percentage of the Vessels Additional Non-Rollover Stockholder Consideration, (or B) deliver to the tendered Unavailable Vessels with Exchange Agent, for the benefit of Common Stockholders and Preferred Stockholders in respect to a Supplemental Closing) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or of Rollover Shares held by its Affiliates by a charterer them as of the day before such Closing DateReference Time, such amount to be paid in immediately available funds by wire transfer to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”); (b) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the amount product of all payments made (1) the Additional Consideration, less the sum of the Reduction Amount and the Second Tier Aggregate Catch-Up Option Consideration, if any, multiplied by Seller prior (2) the Rollover Stockholder Percentage (such product, the “Additional Rollover Stockholder Cash Consideration”), and the Exchange Agent shall distribute to each such Closing Date Common Stockholder and set forth on Schedule 1.1(cPreferred Stockholder its Pro Rata Rollover Stock Percentage of the Additional Rollover Stockholder Cash Consideration, (C) pay to the holders of First Tier In-the-Money Options and Restricted Stock Units in respect of Purchase Orders associated with First Tier In-the-Money Options and Restricted Stock Units held by them as of the Vessels (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); and (c) on the Initial Closing Date and any Supplemental Closing DateReference Time, as applicable, pay to Seller an amount in cash equal toto the product of (1) the Additional Consideration, without duplication less the sum of the Reduction Amount and the Second Tier Aggregate Catch-Up Option Consideration, if any, multiplied by (2) the First Tier Award Holder Percentage (such product, the “Additional Award Holder Consideration”), less the aggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such holder of such First Tier In-the-Money Options and Restricted Stock Units its First Tier Pro Rata Award Percentage of the Additional Award Holder Consideration (less any amounts paid applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company and (D) pay to each holder of Second Tier In-the-Money Options in respect of the Second Tier In-the-Money Options held by them as of the Reference Time, an amount in cash equal to the Second Tier Option Catch-Up Consideration with respect to such Second Tier In-the-Money Options, with payment to be made through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company. (c) Subject to Sections 1.08, 1.09, 1.10 and 1.12, 7.01(e) and 8.04, promptly following the final determination of 2015 Revenue in accordance with Section 1.07(a) (but in no event prior to the time that Merger Sub is required to make payments pursuant to Section 3.3(b1.07(b)), the amount Securityholders shall be entitled to an amount, if any, in cash, subject to reduction pursuant to Section 1.06(c) and Section 10.04(c), (the “Adjusted Earn-Out Amount”) equal to (i) the Earn-Out Amount, less (ii) the Floor Adjustment Amount. The Surviving Company shall (and Parent shall cause the Surviving Company to) (A) subject to Section 1.12 deliver to the Exchange Agent, for the benefit of all cash payments made by Seller on or prior to any applicable Closing Common Stockholders and Preferred Stockholders in respect of Reimbursable Items the shares of Company Stock held by them as of the Reference Time (other than Dissenting Shares), an amount equal to the product of (1) the Adjusted Earn-Out Amount less the Earn-Out Holdback Amount (the “Reimbursable Items Additional Purchase PriceDeliverable Adjusted Earn-Out Amount”) multiplied by (2) the Stockholder Percentage, and the Exchange Agent shall distribute to each such Common Stockholder and Preferred Stockholder (other than holders of Dissenting Shares) its Pro Rata Stock Percentage of the Deliverable Adjusted Earn-Out Amount, and (B) pay to the holders of In-the-Money Options and Restricted Stock Units in respect of In-the-Money Options and Restricted Stock Units held by them as of the Reference Time, an amount equal to the product of (1) the Deliverable Adjusted Earn-Out Amount, multiplied by (2) the Award Holder Percentage, less the aggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such holder of such In-the-Money Options or Restricted Stock Units its Pro Rata Award Percentage of the Deliverable Adjusted Earn-Out Amount (less any applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company; provided, that if the Group Companies have not acquired beneficial and record ownership of 100% of the Fully Diluted Aditi Shares by the time of the payment of the Adjusted Earn-Out Amount (the number of Fully Diluted Aditi Shares not so acquired at such time, the “Missing Aditi Shares”). Purchaser’s representatives , an amount equal to the product of (1) the Adjusted Earn-Out Amount, (2) the quotient of the 2015 Revenue of Aditi Technologies Private Limited over the total 2015 Revenue, and (3) the quotient of the Missing Aditi Shares over the Fully Diluted Aditi Shares, shall be given reasonable advance notice ofwithheld by the Surviving Company from the payments to be made pursuant to this Section 1.07(c) (such unpaid amount, the “Unpaid Aditi Earn-Out”), and shall be permitted paid in accordance with the second sentence of this Section 1.07(c) (i) in the event the “Second Closing Sale Shares” (as defined in the Aditi Stock Purchase Agreement) are acquired by the Company at one time, in its entirety within ten (10) Business Days of the date of the Second Closing (as defined in the Aditi Stock Purchase Agreement) or (ii) otherwise, within ten (10) Business Days of each date on which the Company acquires beneficial and record ownership of additional shares since the last payment pursuant to attend and observethis Section 1.07(b) (the “Partial Closing Shares”) constituting at least five percent (5%) of the Fully Diluted Aditi Shares (or, if less, the measurement number of shares constituting the remaining number of Missing Aditi Shares (excluding shares held by the Missing Shareholders (as defined below))), the payment on such date equal to the applicable Unpaid Aditi Earn-Out Amount (for the avoidance of doubt, in the case of each of clauses (i) and (ii), whether or not the Fully Diluted Aditi Shares held by the Missing Shareholders, as defined in the Aditi Stock Purchase Agreement, have heretofore been acquired by the Company). Until paid, the Unpaid Aditi Earn-Out may be subject to set-off or holdback in respect of claims by the Parent Indemnified Parties pursuant to Article X or Article VIII (with the final disposition of any amount so held back or set off to occur only following and in accordance with the resolution of any such claim pursuant to the terms and conditions of Article X or Article VIII, as applicable), including, for the avoidance of doubt, pursuant to Section 8.04(h)(ii). (d) From and after the Effective Time until December 31, 2015, and subject to the Employment Agreements, the Surviving Company shall be operated as an autonomous business unit of Parent, in a manner consistent with Annex III, led by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for so long as such individuals remain employed by Parent or its Subsidiaries. From and after the Effective Time until December 31, 2015, Parent shall use commercially reasonable efforts to subcontract internal development work of it or its other Affiliates utilizing at least 200 employees to the Surviving Company by December 31, 2015. (e) If, during the Earn-Out Period, Parent (i) effects a Change of Control of the Vessel Fuel Inventories Company, (ii) terminates the employment of any of the Executives without Cause or any of the Executives terminates his employment for Good Reason or (iii) materially breaches its obligations set forth in Section 1.07(d) of this Agreement which breach is not cured within ten (10) Business Days following receipt by Parent of written notice from the Representative of such a material breach (each of clause (i), (ii) and (iii), an “Annualization Event”), then (A) in the event of an Annualization Event described in clause (i), 2015 Revenue shall be calculated as the product of (x) Revenue during the period from January 1, 2015 through the date of the Annualization Event multiplied by (y) a ratio (I) the numerator of which is total Revenue in 2014 and (II) the denominator of which is Revenue in 2014 during the period from January 1, 2014 through the date that is one year prior to the date of the Annualization Event and (B) in the event of an Annualization Event described in clause (ii) or (iii) that occurs prior to an Annualization Event described in clause (i), the Representative shall have reasonable access the right to documentation elect, by giving written notice to Parent not later than the thirtieth (30th) day following the first date of inventory positions maintained by Sellerthe Annualization Event to occur, that 2015 Revenue be calculated based on actual 2015 Revenue (and in such event if no such notice is validly given 2015 Revenue shall be calculated as provided in clause (A)). For the avoidance of doubt, in no event will the occurrence of an Annualization Event accelerate or otherwise change the date of payment of the Adjusted Earn-Out. For purposes of illustration only, if the Annualization Event occurred on June 30, 2015, Revenue for the first six (6) months of 2014 was $40.00, Revenue for the second six (6) months of 2014 was $60.00 and Revenue for the first six (6) months of 2015 was $50.00, annualized 2015 Revenue following the June 30, 2015 Annualization Event would be $125.00 (and for the avoidance of doubt, not $100.00).

Additional Consideration. As additional consideration for the Transferred Assets, Purchaser shall also: (a) The Buyer agrees to pay to Inso royalties equal to two and one-half percent (2 1/2%) of the gross revenues recognized by the Buyer (as determined in accordance with United States generally accepted accounting principles) (the "Quest Royalties") from the licensing or sale of the Quest Software Product listed on Schedule 1.1(i) hereto (or any upgrades, modifications or enhancements thereto) (the "Quest Product") or of any product which incorporates any part of the Quest Product, during the four-year period commencing on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to ending on the value, determined from fourth anniversary thereof (the previous five day closing average price of three distributors of marine fuel in the Gulf Coast, of the aggregate Vessel Fuel Inventories owned by Seller and/or its Affiliates on-board the Vessels (or the tendered Unavailable Vessels with respect to a Supplemental Closing) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or by its Affiliates by a charterer as of the day before such Closing Date, such amount to be paid in immediately available funds by wire transfer to the bank account(s) designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”"Royalty Period");. (b) The Buyer shall pay the Quest Royalties to Inso on a quarterly basis, with each such payment being made within forty-five (45) days following the Initial Closing Date last day of the fiscal quarter within the Royalty Period (and any Supplemental Closing Datewith the last such payment being made within forty-five (45) days following the end of the fiscal quarter during which the Royalty Period expires. Each such payment shall be accompanied by a summary signed by the Chief Financial Officer of the Buyer setting forth in reasonable detail the gross revenues recognized by the Buyer during the period to which such payment relates and including a calculation of the Quest Royalties payable by the Buyer. Not less frequently than annually, as applicable, pay to Seller an amount in cash equal the Buyer's independent public accountants shall deliver a certificate to the amount Sellers showing the calculation of all payments made the gross revenues to which the Quest Royalties relate recognized by Seller prior the Buyer during the year covered by its audit and a calculation of the Quest Royalties payable by the Buyer during such year.) Inso's right to such Closing Date and set forth on Schedule 1.1(c) in respect of Purchase Orders associated with receive the Vessels (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); andQuest Royalties shall be assignable by Inso. (c) on The Sellers shall have the Initial Closing Date right to conduct annually, upon reasonable notice and any Supplemental Closing Dateduring normal business hours, as applicable, pay an audit of the Buyer's books and records to Seller an amount in cash equal to, without duplication the extent necessary to verify the calculation of any amounts paid pursuant to Section 3.3(b), the amount Quest Royalties. The cost of all cash payments made by Seller on or prior to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives such audit shall be given reasonable advance notice ofborne by the Sellers, and unless the audit shows an underpayment of Quest Royalties in which case the cost of such audit shall be permitted borne by the Buyer. Any payment not made when due (either on account of an underpayment of Quest Royalties or otherwise) shall bear interest at the prime rate charged from time to attend and observetime by Citibank N.A., the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained by Sellerplus 3% per annum.

Additional Consideration. As additional consideration for In addition to the Transferred AssetsPurchase Price, Purchaser the ------------------------ parties acknowledge that Seller is entitled to receive an amount equal to (x) the DOE Subcontract Fee less (y) the sum of remaining amounts, if any, to be ---- setoff pursuant to Part II, Section 11 and Part II, Section 12 of the DOE Subcontract with relation to GFY 1999 (the "Fee Sharing Commitments") but that the DOE Subcontract Fee has not been determined as of the date of this Agreement. In the event that the DOE Subcontract Fee is determined prior to the Closing Date, Seller shall alsocause the Company to pay an amount equal to (x) such DOE Subcontract Fee less (y) the sum of remaining amounts, if any, to be setoff ---- pursuant to the Fee Sharing Commitments to Seller, whether by dividend, loan or otherwise. In the event that the DOE Subcontract Fee has not been determined and paid to Seller prior to the Closing Date, the following provisions shall be applicable: (a) Purchaser shall cause the Company to, and the Company shall, (A) conduct negotiations related to the determination of the DOE Subcontract Fee in a diligent manner consistent with the past practices of the Company, (B) reasonably inform Seller as to the status of the negotiations and (C) allow Seller to advise the Company with regard to the negotiations. Purchaser and the Company shall not be responsible for the outcome of the DOE Subcontract Fee negotiation provided that they satisfy the obligations contained in the preceding sentence. (b) Within two (2) business days of the determination of the DOE Subcontract Fee in accordance with Part III, Section 46 of the DOE Subcontract, Purchaser shall notify Seller as to the results of such determination. (c) Within five (5) business days, Seller may notify Purchaser that Seller either (A) desires to dispute the amount of such DOE Subcontract Fee or (B) accepts the determination of the DOE Subcontract Fee. In the event that Seller notifies Purchaser that Seller does not accept the determination of the DOE Subcontract Fee, the Company and Purchaser shall allow Seller, at Seller's expense, to challenge such determination in the name of the Company and Purchaser by any reasonable means. Purchaser and its Affiliates shall cooperate with Seller, at Seller's expense, with relation to any such challenge and shall provide Seller with reasonable access to, and assistance of, the Company's management personnel as well as access to pertinent records, materials and information in the possession of Purchaser or its Affiliates. Seller shall pay for such assistance on a time and materials basis at the Initial Closing Date Company's prevailing rates. As soon as practicable after (i) Seller accepts the determination of the DOE Subcontract Fee or (ii) Seller's challenge to the determination of the DOE Subcontract Fee is resolved, Purchaser shall cause the Company to use its commercially reasonable efforts to receive the DOE Subcontract Fee and any Supplemental Closing Dateshall, as applicablewithin two (2) business days of receipt of the DOE Subcontract Fee, pay to Seller an the amount in cash equal to the value, determined from the previous five day closing average price of three distributors of marine fuel in the Gulf Coast, of the aggregate Vessel Fuel Inventories owned DOE Subcontract Fee less the Fee Sharing Commitments by Seller and/or its Affiliates on-board the Vessels (or the tendered Unavailable Vessels with respect to a Supplemental Closing) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or by its Affiliates by a charterer as bank wire transfer of the day before such Closing Date, such amount to be paid in immediately available funds by wire transfer to the bank account(s) an account designated by Seller (“Vessel Fuel Inventories Additional Purchase Price”); (b) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the amount of all payments made by Seller prior to such Closing Date and set forth on Schedule 1.1(c) in respect of Purchase Orders associated with the Vessels (or the tendered Unavailable Vessels with respect to Supplemental Closings) that are Assumed Contracts (“Purchase Order Additional Purchase Price”); and (c) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to, without duplication of any amounts paid pursuant to Section 3.3(b), the amount of all cash payments made by Seller on or prior to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaser’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, the measurement of the Vessel Fuel Inventories and to have reasonable access to documentation of inventory positions maintained writing by Seller.

Additional Consideration. As additional consideration For purposes of the outstanding and unvested time-based Restricted Stock Awards granted to Executive on March 27, 2018, March 28, 2017 and February 24, 2016, under the Company’s 2007 Omnibus Stock and Incentive Plan, as amended from time to time, all unvested shares thereunder shall vest immediately prior to the Retirement Date; • For purposes of the three outstanding and unvested performance-based Restricted Stock Awards granted to Executive on February 24, 2016 under the Company’s 2007 Omnibus Stock and Incentive Plan, as amended from time to time, the remaining unvested shares thereunder shall remain eligible for vesting in accordance with the Transferred Assetsterms thereof after the Retirement Date notwithstanding Executive’s retirement hereunder (it being understood and agreed that (i) such vesting, Purchaser if at all, shall also: (a) be based on the Initial Closing Date extent to which the performance measures thereunder are satisfied, and any Supplemental Closing Date, as applicable, pay (ii) all other outstanding and unvested performance-based Restricted Stock Awards granted to Seller an amount in cash equal to Executive under the value, determined from the previous five day closing average price Company’s 2007 Omnibus Stock and Incentive Plan shall expire and be of three distributors of marine fuel in the Gulf Coast, of the aggregate Vessel Fuel Inventories owned by Seller and/or its Affiliates on-board the Vessels (no further force or the tendered Unavailable Vessels with respect to a Supplemental Closing) that has not been reimbursed to Seller and/or its Affiliates or is not subject to reimbursement to Seller and/or by its Affiliates by a charterer effect as of the day before such Closing Retirement Date, such amount ); • Executive shall be entitled to be paid participate in immediately available funds by wire transfer to the bank account(s) designated by Seller Company’s 2018 Annual Incentive Plan (the “Vessel Fuel Inventories Additional Purchase PriceAIP”); (b) on the Initial Closing Date and any Supplemental Closing Date, as applicable, pay to Seller an amount in cash equal to the amount of all payments made by Seller prior to such Closing Date and set forth on Schedule 1.1(c) in respect of Purchase Orders associated the Company’s 2018 performance. Any earned payment under the AIP (to the extent earned consistent with the Vessels AIP and pursuant to the achievement factors that are applicable to the performance metrics therein) will be made without any discretionary reductions thereto (or except to the tendered Unavailable Vessels extent any such discretionary reductions are consistent with the discretionary reductions mandated by the Company’s Compensation Committee and/or Board applicable to the payments with respect to Supplemental Closings) that 2018 performance under the AIP for substantially all of the other senior executives of the Company), and will be paid when such AIP payments are Assumed Contracts (“Purchase Order Additional Purchase Price”)made to the other executives of the Company; and (c) on and • The Company shall reimburse Executive for reasonable legal fees incurred in connection with the Initial Closing Date negotiation and any Supplemental Closing Date, as applicable, pay to Seller execution of this Agreement in an amount not to exceed $10,000; it being understood and agreed that, Executive acknowledges the benefits set forth in cash equal to, without duplication of any amounts paid pursuant to this Section 3.3(b), the amount of all cash payments made by Seller on or prior 3(c) are in addition to any applicable Closing in respect of Reimbursable Items (“Reimbursable Items Additional Purchase Price”). Purchaserbenefits on Executive’s representatives shall be given reasonable advance notice of, resignation and shall be permitted retirement to attend which Executive is otherwise entitled if his resignation and observe, the measurement retirement were to occur as of the Vessel Fuel Inventories and to have reasonable access to documentation date of inventory positions maintained by Sellerthis Agreement.