Consideration. Employee acknowledges that the benefits described in this Agreement are benefits to which Employee would not be entitled but for this Agreement.

Consideration. If Millian chooses to sign and return this Agreement within the required time-period, does not revoke his acceptance, and abides by all of the other terms of this Agreement, the Company agrees to provide Millian with # continuation of his regular base salary at a rate of $445,630, if annualized, for twelve months; # provided Millian timely elects COBRA, Company will reimburse Millian for his COBRA premiums for twelve months; and # Company will grant Employee an extension of the period of time that Employee may exercise any vested stock options as of the Separation Date for eighteen months from the Separation Date, with more specific information about this to follow under separate cover. Millian acknowledges that the amounts offered above exceed the amounts Millian would otherwise be entitled to receive and that the Company would not agree to provide Millian with this payment without his general release of claims and other promises in this Agreement. Millian agrees that this payment constitutes good and valuable consideration for the general release of claims and other promises in this Agreement. In the event the Change of Control provisions set forth in the Employment Agreement are implicated, the amounts in this Section 2 will be deemed modified accordingly; provided, however, that no modifications shall be made for, and Change of Control shall not include, any transaction or series of transactions principally undertaken for bona fide equity financing purposes.

Consideration. Assuming you timely execute and return this Agreement, do not timely and properly revoke it and otherwise comply with its terms herein, LSI will provide you with the following:

Consideration. Upon the Closing Date, in consideration for the Acquisition, [[Person A:Person]]ority shareholder of [[Organization B:Organization]] (the “Majority Shareholder”), (and any other Shareholders of record of [[Organization B:Organization]] upon the Closing Date) (the “Shareholders”) shall receive, in total, a) the Cash Purchase Price as set forth in [Section 2.1] below; b) 49% ownership of Acquisition Sub, equal to 49,000 shares of Acquisition Sub common stock (with the Company owning the remaining 51%, or 51,000 shares of Acquisition Sub common stock) and common stock of the Company (“BRGO Incentive Common Shares”) if the performance benchmarks for Acquisition Sub as set forth on Schedule “D” herein are met.

Consideration. The Board shall determine the amount, if any, that a Grantee shall pay for Restricted Shares or Bonus Shares. Such payment shall be made in full by the Grantee before the delivery of the shares and in any event no later than 10 business days after the Grant Date for such shares.

Consideration. In consideration for the Consulting Services to be performed by Carter under this Agreement, Trecora agrees to pay to Carter # a monthly fee of $7,250.00 in return for Carter’s provision of up to 40 hours of Consulting Services per month, and # $5,000 promptly following execution and delivery of this Agreement. In addition, Trecora agrees to pay Carter $156.00 for each hour of Consulting Services in excess of 40 hours per month.

Consideration. The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company.

Consideration. In recognition of your past service to the Company, as consideration for the mutual promises and covenants set forth herein, and subject to your continued compliance with the terms and conditions set forth in this Agreement, the Company will provide:

Additional Consideration – Initial Well. Buyer shall have an option to participate in the drilling of the Initial Well by paying the Buyer Promoted Interest share of the actual costs of drilling, testing and completing (but not equipping) the Initial Well, as more fully described in Article 10.

Calculation of Consideration Received. If any option and/or Common Stock Equivalent and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the New Purchaser, the “Primary Security”, and such option and/or Common Stock Equivalent and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated transaction, the consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of # the lowest price per share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant to Section 3(e)(i) or 3(e)(ii) above, as applicable) solely with respect to such Primary Security, minus # with respect to such Secondary Securities, the sum of # the Black Scholes Consideration Value of each such option, if any, # the fair market value (as determined by the New Purchaser) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and # the fair market value (as determined by the New Purchaser) of such Common Stock Equivalent, if any, in each case, as determined on a per share basis in accordance with this [Section 3(e)(iv)]. If any shares of Common Stock, options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, options or Common Stock Equivalents are issued or sold for a consideration other than cash (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, options or Common Stock Equivalents, as the case may be. The fair value of any consideration other than cash or publicly traded securities (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be determined jointly by the Company and the New Purchaser. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the New Purchaser. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

Acknowledgment of Additional Consideration. The Executive acknowledges that the payments described above in paragraph 3 will fully discharge and satisfy the Company's

Long-term Consideration for Award. The Participant recognizes and agrees that the Company’s key consideration in granting this Award is securing the long-term commitment of the Participant to serve as a ​ [include job title or description of the Participant] who will advance and promote the business interests and objectives of the Company and/or its Affiliates (the “Company Group”). Accordingly, the Participant agrees that this Award shall be subject to the terms and conditions set forth in Section 26 of the Plan (relating to the termination, rescission, and recapture if you violate certain commitments made therein to the Company Group), as well as to the following terms and conditions as material and indivisible consideration for this Award:

No Cash Consideration for Awards. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

In consideration for the sale and transfer of the Seller’s Assets, and subject to the terms and conditions of this Agreement, Buyer shall on the Closing Date:

Acknowledgement and Agreement Regarding Consideration. You acknowledge and agree that the following amounts constitute good and valuable consideration for purposes of this Agreement (including for your obligations as specified in this Agreement), and will be paid and/or provided to you, in each case less applicable withholding taxes. For the avoidance of doubt, these amounts are in addition to the amounts you will receive, by the Company’s next regular payday following the Retirement Date, for all wages and unused vacation time accrued through the Retirement Date, as well as all expense reimbursements due to you through such date and any amounts or benefits to which you are entitled, in all cases under the terms of the benefit plans or other policies then-sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy [Section 409A] (as defined below)).

ADEA Release Requirements Satisfied: I acknowledge and agree that this Release satisfies all applicable legal requirements to validly release any claims (including without limitation claims arising under the Age Discrimination in Employment Act, as amended). These requirements are that # I voluntarily entered into this Release with full knowledge of its terms (i.e., free from fraud, duress, coercion or mistake of fact); # this Release is in writing and fully comprehensible and understandable to me; # this Release explicitly waives only current ADEA claims; # this Release does not waive future ADEA claims; # the payments made by the Corporation pursuant to [Sections 4.1(a) through (f)] in the Change in Control Agreement dated ​ constitute monies to which I would not be entitled in the absence of my entering into this Release; # the Corporation advised me in writing to consult an attorney prior to entering into this Release; # the Corporation provided me with at least twenty-one (21) days in which to decide whether to enter into this Release; and # the Corporation provided me with at least seven (7) days within which to revoke this Release after signing it.

If the Final Consideration exceeds the Estimated Closing Consideration (such excess, the “Excess Amount”), Sinclair will promptly (but in any event within three Business Days following the final determination of the Final Consideration) pay Emmis the Excess Amount by wire transfer of immediately available funds. If the Final Consideration is less than the Estimated Closing Consideration (such shortfall amount, the “Shortfall Amount”), Emmis will promptly (but in any event within three Business Days following the final determination of the Final Consideration) pay Sinclair the Shortfall Amount by wire transfer of immediately available funds.

Consideration. In consideration for the sale of the Shares, Purchaser shall deliver to Seller the following: