Consulting Fee. Commencing as of the Effective Date and continuing thereafter during the term of this Agreement, the Company shall pay the Consultant a base consulting fee at the rate of Four-hundred thousand dollars (​) per annum, payable Thirty-three thousand, three-hundred and ​ per month.

Consulting Fee. No cash remuneration shall be paid hereunder.

As payment for the Consulting Services rendered pursuant to this Agreement, the Company will pay, and Executive will accept, a consulting fee at the rate of ​ per year (the “Consulting Fee”). The payment of the Consulting Fee will be made in substantially equal installments on the first day of each month of the Consulting Term, or soon as practicable after such date. The Company will reimburse Executive for all reasonable and documented expenses incurred by Executive in the performance of Executive’s duties under the Consulting Arrangement, provided that all significant expenses to be incurred by Executive in connection with the Consulting Arrangement will require the prior approval of the CEO of Southern.

Consulting Fee, Expenses. In consideration of entering into this Agreement and the Services rendered to Company, Consultant shall provide services and receive compensation as described in the attached Exhibit A.

Consulting. I agree to serve as a consultant to the Company for the period commencing on the date of this Agreement and concluding on the date set forth on Exhibit A hereto, subject to the termination of this Agreement in accordance with Section 7. The period during which I serve as a consultant to the Company is referred to as the "Consulting Period".

Consulting Fee/Cost and Expenses/Payment. The Company and Consultant agree:

The Supplier agrees to pay the Buyer USD$3500 a month, beginning March 15th, and paid on the 1st of each month thereafter, in consulting fees (the Consulting Fee ). The Supplier reserves the right to cancel the Consulting Fee with 30 days notice.

Compensation. During the Term, the Company shall pay the Consultant a consulting fee in the amount of USD$40,000 per month for performing the Consulting Services, payable in arrears, with any partial periods prorated accordingly (the “Consulting Fee”). The Company shall undertake such tax reporting as it deems necessary in connection with payment of the Consulting Fee and any other compensation paid to Consultant under this Agreement. This Section 4 sets forth all the compensation to which the Consultant may be entitled by reason of providing Consulting Services.

Consulting Fees. The Consulting Fees for the Consultant’s services shall be paid at the rate of ​ per hour. Consultant shall provide a written invoice on a bi-weekly basis, setting forth a description of the work performed and the associated hours.

Consulting Period. Effective as of the day immediately following the Retirement Date and through December 31, 2024 (such period, the “Consulting Period” and such date, the “Consulting Period Termination Date”), Executive shall # assist with the onboarding of the Successor Chief Executive Officer, # assist with the transition of the roles, responsibilities and duties of the chief executive officer of the Company to the Successor Chief Executive Officer, # assist with key client management, and # provide any other transition services and support to the Successor Chief Executive Officer and the Company as mutually agreed by the Board of Directors of the Company (the “Board”), the Successor Chief Executive Officer and Executive (the “Consulting Services”).

Commitment Fee. A fully earned, non-refundable commitment fee of ​, on the Effective Date; # Final Payment. The Final Payment, when due hereunder; # Prepayment Fee. The Prepayment Fee, if and when due hereunder;

Anniversary Fee. A non-refundable anniversary fee of ​ (the “Anniversary Fee”) is earned as of the Effective Date and is due and payable on the earliest to occur of # one quarter payable on each of the 1st, 2nd, 3rd and 4th anniversaries of the Effective Date (for avoidance of doubt ​ of such fee shall be due on each such anniversary), # the termination of this Agreement or # the occurrence and continuance of an Event of Default and an acceleration by Bank of the Obligations under this Agreement and the other Loan Documents.

License Fee. No later than ten (10) Business Days after the Effective Date, SGI will pay to Unum a license fee of ​, which fee will be non-refundable, non-creditable and not subject to set-off.

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender (other than any Lender that is a Defaulting Lender in respect of any period during which such Lender is a Defaulting Lender) in accordance with its Percentage, a ticking fee (the “Ticking Fee”) in Dollars equal to 0.125% per annum on the aggregate principal amount of the undrawn aggregate Commitments outstanding from time to time (other than the Commitments of any Defaulting Lender), which fee shall accrue during the period # from ​ and # ending on the earlier of the Closing Date and the Commitment Termination Date (such earlier date in this [clause (ii)], the “Ticking Fee Payment Date”). The Ticking Fee shall be due and payable on the Ticking Fee Payment Date.

Commitment Fee. The Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate for commitment fees times the actual daily amount by which the Aggregate Commitments exceed the sum of # the Outstanding Amount of Loans and # the Outstanding Amount of L/C Obligations, subject to adjustment as provided in [Section 2.19], provided that Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Commitments. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in [Article IV] is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period, provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time, and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed

Issuance Fee. In addition to the foregoing commission, the Borrower shall pay directly to the applicable Issuing Lender, for its own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender as set forth in the Fee Letter executed by such Issuing Lender. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the applicable Issuing Lender.

Commitment Fee. Commencing on the Closing Date, subject to [Section 5.15(a)(iii)(A)], the Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit ​, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to the rate set forth in the definition of Applicable Margin under the column entitled “Commitment Facility Fee” on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit ​ (other than the Defaulting ​, if any); provided, that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating the Commitment Fee but the amount of outstanding Letters of Credit shall be considered usage of the Revolving Credit Commitment for purpose of calculating the Commitment Fee. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing ​ and ending on the date upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been indefeasibly and irrevocably Paid In Full and the Revolving Credit Commitment has been terminated. The Commitment Fee shall be distributed by the Administrative Agent to the Revolving Credit ​ (other than any Defaulting Lender) pro rata in accordance with such Revolving Credit ​’ respective Revolving Credit Commitment Percentages.

Amendment Fee. In consideration of the Commitment, the Company agrees to pay to CoBank on the execution hereof, a fee in the amount of ​.

Commitment Fee. In consideration of the Commitment, the Company agrees to pay to CoBank a commitment fee on the average daily unused available portion of the Commitment at the rate of 0.250% per annum (calculated on a 360-day basis), payable quarterly in arrears by the 20th day following each calendar quarter. Such fee will be payable for each quarter (or portion thereof) occurring during the original or any extended term of the Commitment.

Fee Disputes. If there is any disagreement concerning the fee charged hereunder, the parties agree to submit that disagreement to binding arbitration with the Fee Arbitration Committee of the State Bar of Arizona. The parties agree that the laws of the State of Arizona will be applied in the event of any fee dispute.