CONSULTANT FEE- During the term of this Agreement, the Company shall pay the Consultant a consultant fee in consideration of the provision of the Consulting Services equal $500 US per month (the "Consultant Fee").

Compensation During the Consulting Period. In exchange for the Services, the Company shall pay to the Consultant $15,000 per month for the Term (the “Consulting Fees”). The Consulting Fee for each month (or portion thereof) during the Term shall be paid not less frequently than monthly.

Either party may terminate the Consulting Arrangement in writing upon 30 days written notice to the other party. The Consulting Arrangement will terminate automatically on the death or Disability of Executive. If the Consulting Arrangement is terminated prior to the end of the Consulting Term by the Company for Cause or by Executive (other than following a material breach of this Agreement which is not cured by the Company within 30 after receiving written notice from Executive of the occurrence of such breach), any remaining unpaid Consulting Fee installments will be forfeited. If the Consulting Arrangement is terminated prior to the end of the Consulting Term by the Company without Cause or due to Executive’s death or Disability, the Company will pay Executive (or Executive’s estate) a lump sum amount in cash equal to the portion of the Consulting Fee for the full Consulting Term that is unpaid as of the date of such termination. Such amount will be paid to Executive no later than 30 days after the date the Consulting Arrangement is terminated.

As compensation for his services hereunder, ​ shall pay Consultant an annual consulting fee payable quarterly in arrears on the last day of March, June, September and December of each year during the term of this Agreement and all renewal terms of this Agreement. Such consulting fee shall initially be $75,000, but shall increase to $100,000 per 365-day period on and after the Milestone Date.

Consulting An Attorney. Pennypacker acknowledges that the Company has told him that he should consult an attorney of his own choice about this Agreement and every matter that it covers before signing this Agreement; and, that he has done so.

After the Retirement Date and until December 31, 2024, RMR may request additional transitional services from you at a rate of $250 per hour, plus reimbursement of any approved out-of-pocket expenses. Any such services shall be deemed a consultancy and you shall perform such services as an independent contractor, assuming all applicable tax obligations. You acknowledge that as an independent contractor you will not be eligible for any benefits afforded employees of RMR.

Pursuant to a Consulting Agreement dated August 5, 2019, the Company has engaged KSI CPA Inc. to provide CFO, corporate secretary, controller and bookkeeping services for a monthly fee of $10,000 per month. This fee was increased to $10,700 in August 2022.

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.

Facility Fee. The Parent Borrower shall pay to the Domestic Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee in Dollars (the “Facility Fee”) at a rate per annum equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.15. The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the fifteenth (15th) calendar day following the last day of the applicable calendar quarter, commencing with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand); provided, that # no Facility Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and # any Facility Fee accrued with respect to the Revolving Commitment 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 Parent Borrower so long as such Lender shall be a Defaulting Lender. The Facility 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 and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Fee Letter. The Parent Borrower shall pay to BofA Securities and the Domestic Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.