ADDITIONAL INDEMNITY. “Loss to or liability of Director” as used in this Agreement shall include any and all fees and expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Director or his or her spouse in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including specifically an action by or in the right of the Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee, trustee, or agent of another corporation, partnership, joint venture, trust or other enterprise.

Additional Requirements. The Change in Control Benefits and Severance Benefits are conditional upon # your past and continuing compliance with your obligations under your Confidential Information and Inventions Assignment Agreement; # your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your termination date; and # if you are a member of the Board, your resignation from the Board, to be effective no later than the date of your termination date (or such other date as requested by the Board) (collectively, the “Additional Requirements”). The Change in Control Salary Continuation or Severance Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your termination date; provided, however, that no payments will be made prior to the 60th day following your Separation from Service. On the 60th day following your Separation from Service, the Company will pay you in a lump sum the applicable Salary Continuation and COBRA Benefits that you would have received on or prior to such date under the original schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A and the effectiveness of the release, with the balance of the applicable Salary Continuation and COBRA Benefits being paid as originally scheduled. For the absence of doubt, in no circumstance will you be entitled to receive both the Change in Control Benefits and the Severance Benefits.

Additional Covenant. Upon the consummation of a Corporate Transaction (as defined in Section 6(e)), the Executive shall be granted a restricted stock award of 3,000,000 shares of common stock (the “Shares”) of the Company which shall be fully vested upon the date of issuance and Executive shall be entitled to receive a dividend or any other distribution payable in securities of the Company, cash or other property in connection with the Corporate Transaction, and in each such event, provision shall be made so that the Executive shall receive the kind and amount of securities of the Company, cash or other property which the Executive would have been entitled to receive had the Shares been outstanding as of the consummation date of the Corporate Transaction.

Additional Definitions. As used herein, the following terms will have the respective meanings given to them below:

Additional Reporting. From time to time as and when requested by Administrative Agent, Loan Parties shall deliver to Administrative Agent reports, statements, detail and information concerning the Collateral and Loan Parties' operations, business affairs and financial condition, in addition to such items as may be required under the Credit Agreement and the other Loan Documents.

Any sums expended by [[Organization B:Organization]] or any [[Organization C:Organization]] due to any Loan Party's failure to perform or comply with its obligations under this Agreement or any Other Document including any Loan Party's obligations under [Sections 3.5, 4.2, 4.4, 4.10, 4.12, 4.13, 4.14 and 6.13]3]3]3]3]3]3]3] hereof, may be charged to [[Organization A:Organization]]' Account as a Revolving A Advance and added to the Obligations.

Additional Subsidiaries. Within thirty (30) days after the acquisition or formation of any Subsidiary (or such longer period as may be agreed to in writing by the [[Organization B:Organization]]):

Furnish [[Organization B:Organization]] with such additional information in the possession of the [[Organization A:Organization]] or their professional advisors as [[Organization B:Organization]] shall reasonably request in order to enable [[Organization B:Organization]] to determine whether the terms, covenants, provisions and conditions of this Agreement, the Notes and any Other Document have been complied with by the Loan Parties including, without the necessity of any request by [[Organization B:Organization]], # copies of all environmental audits and reviews, # at least thirty (30) days prior thereto, notice of any Loan Party's opening of any new office or place of business or any Loan Party's closing of any existing office or place of business, and # promptly upon any Loan Party's learning thereof, notice of any labor dispute to which any Loan Party may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which any Loan Party is a party or by which any Loan Party is bound which could reasonably be expected to have a Material Adverse Effect.

Execute and deliver to [[Organization B:Organization]], within ten (10) days of being requested to do so, such additional documents and agreements as [[Organization B:Organization]] may from time to time reasonably request to carry out the purposes, terms or conditions of this Agreement.

As additional consideration for all of the LLC Interests, at such times as provided in Section 2.1(c)(v), ​ (or, at the direction of ​, the ​) shall pay to Seller, with respect to each Calculation Period within the Earnout Period for which EBITDA exceeds the applicable EBITDA Threshold, an amount (each, an “Earnout Payment”), if any, equal to the product of # an amount equal to # EBITDA for such Calculation Period, minus # the CapEx Allowance for such Calculation Period; multiplied by # fifty percent (50%); provided, however, that in no event shall ​ be obligated to pay Earnout Payments to Seller in excess of $26,500,000 in the aggregate for all Calculation Periods during the Earnout Period. If EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earnout Payment shall be due for such Calculation Period.