Common use of Plus Clause in Contracts

Plus. The sum of all Cover Transportation and Other Costs Eligible for Invoicing on the prior Day and each other Uninvoiced Day; PLUS The sum of all Volumetric Losses owed to MLC in respect of the prior Calendar Day and each other Uninvoiced Day; PLUS The sum of any ARPLA Revision Amount that is payable by PESRM in respect of any ARPLA Revision, as applicable, that occurred during such prior Day and each other Uninvoiced Day; PLUS The sum of all Cover Transaction Price Amounts due from PESRM, in each case on the prior Day and each other Uninvoiced Day; The sum of all Butane Sale Price Amounts due from PESRM, in each case in respect of the prior Day and each other Uninvoiced Day; MINUS The sum of all Refined Product Price Amounts owed in respect of all Refined Products, delivered by PESRM to MLC at the RP Delivery Point on the prior Day and each other Uninvoiced Day; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. MINUS The sum of all Volumetric Gains owed to PESRM in respect of the prior Day and each other Uninvoiced Day; MINUS The sum of any ARPLA Revision Amount that is payable by MLC in respect of any ARPLA Revision, that occurred during the prior Day and each other Uninvoiced Day; MINUS The sum of all Cover Transaction Price Amounts due from MLC, in each case on the prior Day and each other Uninvoiced Day; PLUS The sum of all First Purchaser Compliance Costs incurred by MLC on the prior Day and each other Uninvoiced Day; PLUS The sum of all Throughput Service Fees and Cover Throughput Service Fees (other than the Annual Cover Throughput Service Fee) applied in respect of all Refined Products (i) delivered by MLC at the Product Purchaser Delivery Point, (ii) delivered to MLC at the RP Delivery Point pursuant to Cover Transactions and (iii) for which delivery was cancelled under any RP Sales Contract pursuant to Cover Transactions, in each case on the prior Day and each other Uninvoiced Day; PLUS The sum of all RP Transportation and Other Costs Eligible for Invoicing by MLC on prior Day and each other Uninvoiced Day; PLUS The sum of all MLC Refined Product sales to PESRM at Racks in respect to the prior Day and each other Uninvoiced Day; The sum of the Rack Sale Prepayment Amounts in respect of the prior Day and each other Uninvoiced Day; PLUS The sum of the Rack Sale Prepayment Amounts in respect of the following Day; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PLUS The sum of all MLC Refined Product sales to PESRM in accordance with RP Sales Contracts in respect to the prior Day and each other Uninvoiced Day; The sum of the RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the prior Day and each other Uninvoiced Day; PLUS The sum of all RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the following Day;

Plus. For each additional period of of the Participant’s Service from the Initial Vesting Date until the Vested Ratio equals 1/1, an additional Accelerated Vesting: Notwithstanding any other provision contained in this Grant Notice or the Restricted Stock Units Agreement, the total Number of Units shall become Vested Units immediately prior to, but conditioned upon, the consummation of a Change in Control, provided that the Participant’s Service has not terminated prior to the date of the Change in Control. Superseding Agreement: None By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Restricted Stock Units Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. The sum Participant acknowledges that copies of all Cover Transportation the Plan, the Restricted Stock Units Agreement and Other Costs Eligible the prospectus for Invoicing the Plan are available on the prior Day Company’s internal web site and each other Uninvoiced Day; PLUS may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The sum of all Volumetric Losses owed to MLC in respect Participant represents that the Participant has read and is familiar with the provisions of the prior Calendar Day Restricted Stock Units Agreement and each other Uninvoiced Day; PLUS The sum the Plan, and hereby accepts the Award subject to all of any ARPLA Revision Amount that is payable by PESRM in respect of any ARPLA Revisiontheir terms and conditions. CONNECTURE, INC. PARTICIPANT By: [officer name] Signature [officer title] Date Address: 00000 Xxxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Address ATTACHMENTS: 2014 Equity Incentive Plan, as applicableamended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus CONNECTURE, that occurred during such prior Day INC. RESTRICTED STOCK UNITS AGREEMENT (For U.S. Participants) Connecture, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and each other Uninvoiced Day; PLUS conditions set forth in the Grant Notice and this Agreement. The sum of Award has been granted pursuant to and shall in all Cover Transaction Price Amounts due from PESRM, in each case on respects be subject to the prior Day and each other Uninvoiced Day; The sum of all Butane Sale Price Amounts due from PESRM, in each case in respect terms conditions of the prior Day Connecture, Inc. 2014 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and each other Uninvoiced Day; MINUS The sum of all Refined Product Price Amounts owed represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in respect of all Refined Products, delivered by PESRM to MLC at connection with the RP Delivery Point on the prior Day and each other Uninvoiced Day; ** Certain information in this document has been omitted and filed separately registration with the Securities and Exchange Commission. Confidential treatment has been requested with respect Commission of the shares issuable pursuant to the omitted portions. MINUS The sum of Award (the “Plan Prospectus”), (b) accepts the Award subject to all Volumetric Gains owed to PESRM in respect of the prior Day terms and each other Uninvoiced Day; MINUS The sum conditions of any ARPLA Revision Amount that is payable by MLC in respect of any ARPLA Revisionthe Grant Notice, that occurred during this Agreement and the prior Day and each other Uninvoiced Day; MINUS The sum of all Cover Transaction Price Amounts due from MLC, in each case on the prior Day and each other Uninvoiced Day; PLUS The sum of all First Purchaser Compliance Costs incurred by MLC on the prior Day and each other Uninvoiced Day; PLUS The sum of all Throughput Service Fees and Cover Throughput Service Fees (other than the Annual Cover Throughput Service Fee) applied in respect of all Refined Products (i) delivered by MLC at the Product Purchaser Delivery Point, (ii) delivered to MLC at the RP Delivery Point pursuant to Cover Transactions Plan and (iiic) for which delivery was cancelled under any RP Sales Contract pursuant agrees to Cover Transactionsaccept as binding, in each case on the prior Day conclusive and each other Uninvoiced Day; PLUS The sum of final all RP Transportation and Other Costs Eligible for Invoicing by MLC on prior Day and each other Uninvoiced Day; PLUS The sum of all MLC Refined Product sales to PESRM at Racks in respect to the prior Day and each other Uninvoiced Day; The sum decisions or interpretations of the Rack Sale Prepayment Amounts in respect of Committee upon any questions arising under the prior Day and each other Uninvoiced Day; PLUS The sum of Grant Notice, this Agreement or the Rack Sale Prepayment Amounts in respect of the following Day; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PLUS The sum of all MLC Refined Product sales to PESRM in accordance with RP Sales Contracts in respect to the prior Day and each other Uninvoiced Day; The sum of the RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the prior Day and each other Uninvoiced Day; PLUS The sum of all RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the following Day;Plan.

Plus. For each additional period of _________ of the Participant’s Service from the Initial Vesting Date until the Vested Ratio equals 1/1, an additional ____ Accelerated Vesting: Notwithstanding any other provision contained in this Grant Notice or the Restricted Stock Units Agreement, the total Number of Units shall become Vested Units immediately prior to, but conditioned upon, the occurrence of either (i) the consummation of a Change in Control in which the Acquiror elects not to assume or continue in full force and effect the Company’s rights and obligations under all of the Award or substitute for all of the Award in connection with the Change in Control a substantially equivalent Award for the Acquiror’s stock, provided that the Participant’s Service has not terminated prior to the date of the Change in Control or (ii) the cessation of the Participant’s Service as a result of a Termination After Change in Control and where in connection with such Change in Control the Acquiror has so assumed, continued or substituted for all of the Award. Superseding Agreement: None By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Restricted Stock Units Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. The sum Participant acknowledges that copies of all Cover Transportation the Plan, the Restricted Stock Units Agreement and Other Costs Eligible the prospectus for Invoicing the Plan are available on the prior Day Company’s internal web site and each other Uninvoiced Day; PLUS may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The sum of all Volumetric Losses owed to MLC in respect Participant represents that the Participant has read and is familiar with the provisions of the prior Calendar Day Restricted Stock Units Agreement and each other Uninvoiced Day; PLUS The sum the Plan, and hereby accepts the Award subject to all of any ARPLA Revision Amount that is payable by PESRM in respect of any ARPLA Revisiontheir terms and conditions. Q2 HOLDINGS, INC. PARTICIPANT By: [officer name] Signature [officer title] Date Address: Address ATTACHMENTS: 2014 Equity Incentive Plan, as applicableamended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus Q2 HOLDINGS, that occurred during such prior Day INC. RESTRICTED STOCK UNITS AGREEMENT (For Executive Officers) Q2 Holdings, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and each other Uninvoiced Day; PLUS conditions set forth in the Grant Notice and this Agreement. The sum of Award has been granted pursuant to and shall in all Cover Transaction Price Amounts due from PESRM, in each case on respects be subject to the prior Day and each other Uninvoiced Day; The sum of all Butane Sale Price Amounts due from PESRM, in each case in respect terms conditions of the prior Day Q2 Holdings, Inc. 2014 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and each other Uninvoiced Day; MINUS The sum of all Refined Product Price Amounts owed represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in respect of all Refined Products, delivered by PESRM to MLC at connection with the RP Delivery Point on the prior Day and each other Uninvoiced Day; ** Certain information in this document has been omitted and filed separately registration with the Securities and Exchange Commission. Confidential treatment has been requested with respect Commission of the shares issuable pursuant to the omitted portions. MINUS The sum of Award (the “Plan Prospectus”), (b) accepts the Award subject to all Volumetric Gains owed to PESRM in respect of the prior Day terms and each other Uninvoiced Day; MINUS The sum conditions of any ARPLA Revision Amount that is payable by MLC in respect of any ARPLA Revisionthe Grant Notice, that occurred during this Agreement and the prior Day and each other Uninvoiced Day; MINUS The sum of all Cover Transaction Price Amounts due from MLC, in each case on the prior Day and each other Uninvoiced Day; PLUS The sum of all First Purchaser Compliance Costs incurred by MLC on the prior Day and each other Uninvoiced Day; PLUS The sum of all Throughput Service Fees and Cover Throughput Service Fees (other than the Annual Cover Throughput Service Fee) applied in respect of all Refined Products (i) delivered by MLC at the Product Purchaser Delivery Point, (ii) delivered to MLC at the RP Delivery Point pursuant to Cover Transactions Plan and (iiic) for which delivery was cancelled under any RP Sales Contract pursuant agrees to Cover Transactionsaccept as binding, in each case on the prior Day conclusive and each other Uninvoiced Day; PLUS The sum of final all RP Transportation and Other Costs Eligible for Invoicing by MLC on prior Day and each other Uninvoiced Day; PLUS The sum of all MLC Refined Product sales to PESRM at Racks in respect to the prior Day and each other Uninvoiced Day; The sum decisions or interpretations of the Rack Sale Prepayment Amounts in respect of Committee upon any questions arising under the prior Day and each other Uninvoiced Day; PLUS The sum of Grant Notice, this Agreement or the Rack Sale Prepayment Amounts in respect of the following Day; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PLUS The sum of all MLC Refined Product sales to PESRM in accordance with RP Sales Contracts in respect to the prior Day and each other Uninvoiced Day; The sum of the RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the prior Day and each other Uninvoiced Day; PLUS The sum of all RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the following Day;Plan.

Plus. (E) The sum total cash (other than restricted cash), cash equivalents, and Marketable Securities of the Company and its Subsidiaries (other than Subsidiaries of the Company that constitute Finance Subsidiaries, if any), as reported in the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, filed with the SEC Sum of (A) plus (B) plus (C) plus (D) plus (E): Consolidated Global Liquidity: $ 1 The last day of the most recent fiscal period covered by the financial statements of the Company delivered or deemed delivered pursuant to Section 6.1 of each Credit Agreement. ANNEX 1 to Compliance Certificate [Defaults/Events of Default that have occurred and are continuing] EXHIBIT K to Credit Agreement FORM OF NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. New York, New York $ , 20 FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], [JURISDICTION OF INCORPORATION/FORMATION], [TYPE OF ORGANIZATION] (together with its successors and permitted assigns, the “Applicable Borrower”), hereby unconditionally promises to pay to (the “Lender”) or its registered assigns, on the Lender’s Termination Date specified in the Credit Agreement (as hereinafter defined) at the Funding Office specified in such Credit Agreement, in the currency of such Loans and in immediately available funds, the principal amount of (a) ( ), or, if less, (b) the unpaid principal amount of the Loans of the Lender outstanding under the Credit Agreement. The Applicable Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.14 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Facility, Type, Currency and amount of each Loan evidenced hereby, and the date and amount of each payment or prepayment of principal with respect thereto, each conversion of all Cover Transportation and Other Costs Eligible for Invoicing on the prior Day and or a portion thereof to another Type, each other Uninvoiced Day; PLUS The sum continuation of all Volumetric Losses owed or a portion thereof as the same Type and, in the case of Eurocurrency Loans, the length of each Interest Period with respect thereto. Subject to MLC the provisions of Section 10.6(b) of the Credit Agreement, each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Applicable Borrower in respect of the prior Calendar Day Loans. This Note (a) is one of the Notes referred to in the Third Amended and each Restated Five Year Revolving Credit Agreement, dated as of April 18, 2018 (as amended, restated, amended and restated, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”), among General Motors Company, a Delaware corporation, General Motors Financial Company, Inc., a Texas corporation, GM Global Treasury Centre Limited, a corporation organized under the laws of England and Wales, General Motors do Brasil Ltda., a Brazilian limited liability company, the Subsidiary Borrowers from time to time party thereto, the Lender, the other Uninvoiced Day; PLUS The sum of any ARPLA Revision Amount that is payable by PESRM in respect of any ARPLA Revisionlenders from time to time party thereto, JPMorgan Chase Bank, N.A., as applicableAdministrative Agent, that occurred during such prior Day Banco do Brasil S.A., as Brazilian Administrative Agent, Citibank, N.A., as syndication agent, Bank of America, N.A., as co-syndication agent, and each the other Uninvoiced Day; PLUS The sum of all Cover Transaction Price Amounts due from PESRMagents party thereto, in each case on (b) is subject to the prior Day and each other Uninvoiced Day; The sum of all Butane Sale Price Amounts due from PESRM, in each case in respect provisions of the prior Day Credit Agreement and each other Uninvoiced Day; MINUS The sum of all Refined Product Price Amounts owed (c) is subject to optional and mandatory prepayment in respect of all Refined Products, delivered by PESRM whole or in part as provided in the Credit Agreement. This Note is guaranteed as provided in the Loan Documents subject to MLC at the RP Delivery Point on the prior Day release and each other Uninvoiced Day; ** Certain information in this document has been omitted termination provisions contained therein. All parties now and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested hereafter liable with respect to the omitted portions. MINUS The sum of this Note, whether as maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all Volumetric Gains owed to PESRM in respect of the prior Day and each other Uninvoiced Day; MINUS The sum notices of any ARPLA Revision kind. Unless otherwise defined herein, terms used herein have the meanings assigned to such terms in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [NAME OF APPLICABLE BORROWER]. By: Name: Title: SCHEDULE A to Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Facility Currency Amount that is payable by MLC of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Made By SCHEDULE B to Note LOANS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Facility Currency Interest Period Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to ABR Loans Unpaid Principal Balance of Eurocurrency Loans Made By EXHIBIT L to Credit Agreement FORM OF BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders referred to below Investment Bank Loan Operations North America 000 Xxxxxxx Xxxxxxxxxx Xxxx, NCC5, Floor 00 Xxxxxx, XX, 00000-0000, Xxxxxx Xxxxxx Email: Xxxxxx.Xxxxxxx@xxxxx.xxx Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxxxx , 20 Ladies/Gentlemen: The undersigned, [INSERT NAME OF APPLICABLE BORROWER] (the “Applicable Borrower”) [and General Motors Company, a Delaware corporation (“Company/Applicable Borrower”)]1, refer[s] to the Third Amended and Restated Five Year Revolving Credit Agreement dated as of April 18, 2018, as amended, restated, amended and restated, renewed, supplemented or modified from time to time (the “Credit Agreement”), among [the Company/the Applicable Borrower]2, General Motors Financial Company, Inc., a Texas corporation, GM Global Treasury Centre Limited, a corporation organized under the laws of England and Wales, General Motors do Brasil Ltda., a Brazilian limited liability company, the Subsidiary Borrowers from time to time party thereto, the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, Banco do Brasil S.A., as Brazilian administrative agent, Citibank, N.A., as syndication agent, Bank of America, N.A., as co-syndication agent, and the other agents named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in respect of any ARPLA Revision, that occurred during the prior Day Credit Agreement. The Applicable Borrower and each other Uninvoiced Day; MINUS The sum of all Cover Transaction Price Amounts due from MLC, in each case on the prior Day and each other Uninvoiced Day; PLUS The sum of all First Purchaser Compliance Costs incurred by MLC on the prior Day and each other Uninvoiced Day; PLUS The sum of all Throughput Service Fees and Cover Throughput Service Fees (other than the Annual Cover Throughput Service Fee) applied in respect of all Refined Products (i) delivered by MLC at the Product Purchaser Delivery Point, (ii) delivered to MLC at the RP Delivery Point Company hereby give you notice pursuant to Cover Transactions and (iii) for which delivery was cancelled under any RP Sales Contract pursuant to Cover TransactionsSection[s] [2.2] [and] [2.4]3 1 Insert if the Company is not the Applicable Borrower. 2 If Borrowing Request from the Company, in each case on it is the prior Day and each other Uninvoiced Day; PLUS The sum of all RP Transportation and Other Costs Eligible for Invoicing by MLC on prior Day and each other Uninvoiced Day; PLUS The sum of all MLC Refined Product sales to PESRM at Racks in respect to the prior Day and each other Uninvoiced Day; The sum of the Rack Sale Prepayment Amounts in respect of the prior Day and each other Uninvoiced Day; PLUS The sum of the Rack Sale Prepayment Amounts in respect of the following Day; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PLUS The sum of all MLC Refined Product sales to PESRM in accordance with RP Sales Contracts in respect to the prior Day and each other Uninvoiced Day; The sum of the RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the prior Day and each other Uninvoiced Day; PLUS The sum of all RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the following Day;“Applicable Borrower”.

Plus. The sum amount of all Cover Transportation Two Million Dollars ($2,000,000) for the assignment of the Stores' leases and Other Costs Eligible for Invoicing the Assets other than Sellers' Inventory and supplies of the Business, of which One Million Dollars ($1,000,000) was paid by PPI to Sellers pursuant to the Letter Agreement upon execution thereof. Purchaser shall deliver to Sellers on the prior Day and each other Uninvoiced Day; PLUS The sum of all Volumetric Losses owed to MLC in respect Closing Date Three Million Five Hundred Thousand Dollars ($3,500,000) of the prior Calendar Day Purchase Price, at Sellers' option, by wire transfer to an account designated by Sellers or certified check drawn to the order of Sellers jointly; and each other Uninvoiced Day; PLUS The sum the remaining Three Million Five Hundred Thousand Dollars ($3,500,000) of any ARPLA Revision Amount that is payable the Purchase Price shall be deposited by PESRM in respect Buyers on the Closing Date into an interest-bearing escrow account with CoreStates Bank, N.A. (the "Escrow Agent") pursuant to the terms of any ARPLA Revision, as applicable, that occurred during such prior Day and each other Uninvoiced Day; PLUS The sum of all Cover Transaction Price Amounts due from PESRMan escrow agreement, in the form attached hereto as Exhibit "B" (the "Escrow Agreement"). On each case on Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the prior Day and each other Uninvoiced Day; The sum of all Butane Sale Price Amounts due from PESRM, in each case in respect Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the prior Day estimated value of the Gold Inventory (as defined below) specified in the relevant Xxxxxx'x Grams On Hand With Cost Report (as defined in Section 15(b)) from the funds in the escrow account established pursuant to the Escrow Agreement (the "Escrow Account"). On each Non-Gold Inventory Release Date (as defined in Section 15(b)), Sellers and each other Uninvoiced Day; MINUS The sum Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of all Refined Product Price Amounts owed the extended estimated cost of the Non-Gold Inventory (as defined below) specified in respect the relevant Non-Gold To Be Produced With Extended Cost Report (as defined in Section 15(b)) from the funds in the Escrow Account. On the Final Inventory Release Date, Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Buyers the amount of all Refined Products, delivered by PESRM Twenty Five Thousand Dollars ($25,000) in consideration of Buyers' giving the credit to MLC certain of the employees of Sellers who are employed at the RP Delivery Point on Stores (the prior Day and each other Uninvoiced Day; ** Certain information "Employees") as provided in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. MINUS The sum of all Volumetric Gains owed to PESRM in respect of the prior Day and each other Uninvoiced Day; MINUS The sum of any ARPLA Revision Amount that is payable by MLC in respect of any ARPLA Revision, that occurred during the prior Day and each other Uninvoiced Day; MINUS The sum of all Cover Transaction Price Amounts due from MLC, in each case on the prior Day and each other Uninvoiced Day; PLUS The sum of all First Purchaser Compliance Costs incurred by MLC on the prior Day and each other Uninvoiced Day; PLUS The sum of all Throughput Service Fees and Cover Throughput Service Fees (other than the Annual Cover Throughput Service Fee) applied in respect of all Refined Products (i) delivered by MLC at the Product Purchaser Delivery Point, (ii) delivered to MLC at the RP Delivery Point pursuant to Cover Transactions and (iii) for which delivery was cancelled under any RP Sales Contract pursuant to Cover Transactions, in each case on the prior Day and each other Uninvoiced Day; PLUS The sum of all RP Transportation and Other Costs Eligible for Invoicing by MLC on prior Day and each other Uninvoiced Day; PLUS The sum of all MLC Refined Product sales to PESRM at Racks in respect to the prior Day and each other Uninvoiced Day; The sum of the Rack Sale Prepayment Amounts in respect of the prior Day and each other Uninvoiced Day; PLUS The sum of the Rack Sale Prepayment Amounts in respect of the following Day; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PLUS The sum of all MLC Refined Product sales to PESRM in accordance with RP Sales Contracts in respect to the prior Day and each other Uninvoiced Day; The sum of the RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the prior Day and each other Uninvoiced Day; PLUS The sum of all RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the following Day;Section 15(d).

Plus. The sum For each additional period of all Cover Transportation and Other Costs Eligible for Invoicing on the prior Day and each other Uninvoiced Day; PLUS The sum of all Volumetric Losses owed to MLC in respect of the prior Calendar Day and each Participant’s Service from the Initial Vesting Date until the Vested Ratio equals 1/1, an additional Accelerated Vesting: Notwithstanding any other Uninvoiced Day; PLUS The sum of any ARPLA Revision Amount that is payable by PESRM in respect of any ARPLA Revision, as applicable, that occurred during such prior Day and each other Uninvoiced Day; PLUS The sum of all Cover Transaction Price Amounts due from PESRM, in each case on the prior Day and each other Uninvoiced Day; The sum of all Butane Sale Price Amounts due from PESRM, in each case in respect of the prior Day and each other Uninvoiced Day; MINUS The sum of all Refined Product Price Amounts owed in respect of all Refined Products, delivered by PESRM to MLC at the RP Delivery Point on the prior Day and each other Uninvoiced Day; ** Certain information provision contained in this document has been omitted and filed separately with Grant Notice or the Securities and Exchange Commission. Confidential treatment has been requested with respect to Restricted Stock Units Agreement, the omitted portions. MINUS The sum total Number of all Volumetric Gains owed to PESRM in respect Units shall become Vested Units immediately prior to, but conditioned upon, the occurrence of the prior Day and each other Uninvoiced Day; MINUS The sum of any ARPLA Revision Amount that is payable by MLC in respect of any ARPLA Revision, that occurred during the prior Day and each other Uninvoiced Day; MINUS The sum of all Cover Transaction Price Amounts due from MLC, in each case on the prior Day and each other Uninvoiced Day; PLUS The sum of all First Purchaser Compliance Costs incurred by MLC on the prior Day and each other Uninvoiced Day; PLUS The sum of all Throughput Service Fees and Cover Throughput Service Fees (other than the Annual Cover Throughput Service Fee) applied in respect of all Refined Products either (i) delivered by MLC at the Product Purchaser Delivery Pointconsummation of a Change in Control in which the Acquiror elects not to assume or continue in full force and effect the Company’s rights and obligations under all of the Award or substitute for all of the Award in connection with the Change in Control a substantially equivalent Award for the Acquiror’s stock, provided that the Participant’s Service has not terminated prior to the date of the Change in Control or (ii) delivered to MLC at the RP Delivery Point pursuant to Cover Transactions cessation of the Participant’s Service as a result of a Termination After Change in Control and (iii) where in connection with such Change in Control the Acquiror has so assumed, continued or substituted for all of the Award. Superseding Agreement: None By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Restricted Stock Units Agreement and the Plan, both of which delivery was cancelled under any RP Sales Contract pursuant to Cover Transactionsare made a part of this document, in each case and by the Superseding Agreement, if any. The Participant acknowledges that copies of the Plan, the Restricted Stock Units Agreement and the prospectus for the Plan are available on the prior Day Company’s internal web site and each other Uninvoiced Day; PLUS The sum of all RP Transportation may be viewed and Other Costs Eligible printed by the Participant for Invoicing by MLC on prior Day and each other Uninvoiced Day; PLUS The sum of all MLC Refined Product sales to PESRM at Racks in respect attachment to the prior Day Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and each other Uninvoiced Day; The sum is familiar with the provisions of the Rack Sale Prepayment Amounts in respect Restricted Stock Units Agreement and the Plan, and hereby accepts the Award subject to all of the prior Day their terms and each other Uninvoiced Day; PLUS The sum of the Rack Sale Prepayment Amounts in respect of the following Day; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commissionconditions. Confidential treatment has been requested with respect CONNECTURE, INC. PARTICIPANT By: [officer name] Signature [officer title] Date Address: 00000 Xxxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Address ATTACHMENTS: 2014 Equity Incentive Plan, as amended to the omitted portions. PLUS The sum Date of all MLC Refined Product sales to PESRM in accordance with RP Sales Contracts in respect to the prior Day Grant; Restricted Stock Units Agreement and each other Uninvoiced Day; The sum of the RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the prior Day and each other Uninvoiced Day; PLUS The sum of all RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the following Day;Plan Prospectus