Common use of Sections 2 Clause in Contracts

Sections 2. 02(a) to 2.02(d) of the Business Combination Agreement. Sections 2.02(a) to 2.02(d) of the Business Combination Agreement are hereby deleted in their entirety and replaced by the following: (a) on the Closing Date, each Major Shareholder shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest in and attaching to the shares of Company Ordinary Stock owned by such Major Shareholder (excluding any Company Exchanged Conversion Stock held by any Major Shareholder, if any) as set out in Schedule 2.02 (for all such Major Shareholders, the “Company Exchanged Stock”), as consideration and in exchange for: (i) the issuance of such number and class of shares of PubCo Shares (the “PubCo Exchanged Shares”) (if any) as set out opposite such Major Shareholder’s (except for the Founder Investors) name under the heading “PubCo Shares to be issued on the Closing Date” of Schedule 2.02; and (ii) the payment by PubCo to each Major Shareholder of the amount in cash (the “PubCo Cash Consideration”) set out opposite such Major Shareholder’s name in Schedule 2.02, in each case as may be amended in accordance with the following paragraph, provided that (X) the Company shall be entitled to amend, with the prior written consent of the affected Major Shareholder, the number of PubCo Exchanged Shares to be issued to a Major Shareholder under the heading “PubCo Shares to be issued on the Closing Date” and the PubCo Cash Consideration to be paid to a Major Shareholder, each as set out in Schedule 2.02 and (Y) GSW shall be entitled to elect the class of PubCo Exchanged Shares under the heading “PubCo Shares to be issued on the Closing Date” set out opposite its name in Schedule 2.02 it shall receive, each by giving notice in writing to PubCo no later than two (2) Business Days prior to the Closing Date, provided further that (A) such amendments shall not result in any increase in the aggregate number of PubCo Exchanged Shares and aggregate amount of “PubCo Cash Consideration” as set out on Schedule 2.02; (B) if there are any redemptions of RMG II Shares, the Major Shareholders agree that (I) the “PubCo Cash Consideration” payable to Xxxxxx as set out in Schedule 2.02 shall not be decreased and (II) the “PubCo Cash Consideration” payable to the Major Shareholders other than Xxxxxx as set out in Schedule 2.02 shall be decreased pro rata to the “PubCo Cash Consideration” payable as between such other Major Shareholders as set out in Schedule 2.02 and (C) the foregoing amendments and elections do not adversely affect or delay the consummation of the Transactions; (b) on the Closing Date or, if the conversion of the CCPS held by Green Rock pursuant to Section 8.12(b) has not completed by two (2) Business Days prior to the Closing Date, such date after the Closing Date as may be notified in writing to PubCo by Green Rock, provided such date shall be as soon as practicable after the Closing Date, Green Rock shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest in and attaching to the Company Exchanged Conversion Stock held by Green Rock and set out in footnote (1) of Schedule 2.02 as consideration and in exchange for the issuance of 12,231,851 PubCo Class A Shares; (c) on such date after the Closing Date as may be notified in writing to PubCo by GSW, provided such date falls no later than the later of (A) August 1, 2021 and (B) the date on which (x) the GSW Voting Interest does not exceed 4.9% and (y) the aggregate Effective Economic Interest in PubCo represented by such PubCo Shares then held by GSW and the PubCo Shares which would be issued to GSW pursuant to this Section 2.02(c) does not exceed 33% of the total Effective Economic Interest represented by all of the issued and outstanding PubCo Shares (including the PubCo Shares which would be issued to GSW pursuant to this Section 2.02(c)), GSW shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest in and attaching to the Company Exchanged Conversion Stock held by GSW and set out opposite GSW’s name under the heading “Number of Company Exchanged Conversion Stock to be Transferred after the Closing Date” as consideration and in exchange for the issuance of the number of PubCo Class C Shares set out opposite GSW’s name under the heading “PubCo Shares to be issued post-Closing Date” in Schedule 2.02. For the purposes of this Section 2.02(c), “GSW Voting Interest” means, with respect to GSW at a particular time of determination, the percentage equal to (a) the number of PubCo Class A Shares held by GSW or any of its Affiliates as of such time, divided by (b) the aggregate number of PubCo Class A Shares, PubCo Class B Shares and PubCo Class D Shares then issued and outstanding;

Sections 2. 02(a2(a) to 2.02(dand (b) of the Business Combination Agreement. Sections 2.02(a) to 2.02(d) of the Business Combination Agreement are hereby deleted in their entirety and replaced by the followingamended to read as follows: (a) Subject to and upon the terms and conditions of this Agreement, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make one or more term loans (collectively, all such term loans by all such Lenders, the “Term Loan”) to Borrowers in an aggregate principal amount equal to such Lender’s Pro Rata Share of the Term Loan Amount. The Term Loan may be made pursuant to 2 or more draws by the Borrowers (each a “Term Loan Draw”). The first Term Loan Draw shall be funded on the Closing Date and shall be in a minimum amount of $75,000,000. Borrowers may request additional Term Loan Draws at any time after the Closing Date through and including March 31, 2008. The aggregate amount of all Term Loan Draws shall not exceed the Term Loan Amount. The maximum amount of any Term Loan Draw may not exceed, when funded, the Term Loan Availability on such date. Each Term Loan Draw shall be in a minimum amount of $10,000,000 and integral multiples of $500,000 in excess thereof, or the remaining unfunded amount of the Term Loan. (b) Commencing on June 30, 2007 and continuing on the first day of each calendar quarter thereafter through the Maturity Date, each Major Shareholder Borrowers shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest repay the Term Loan in and attaching an amount equal to the shares quotient obtained by dividing (a) the outstanding principal balance of Company Ordinary Stock owned the Term Loan as of the end of business on June 30, 2007 by (b) 28; provided, however, that the repayment amount shall be recalculated after each Term Loan Draw (each such Major Shareholder date, a “Term Loan Draw Date”) and the amount of each quarterly payment thereafter shall be equal to the quotient obtained by dividing: (excluding y) the outstanding principal balance of the Term Loan as of such Term Loan Draw Date (after giving effect to the Term Loan Draw on such Term Loan Draw Date) divided by (z) the difference of 28 minus the number of any Company Exchanged Conversion Stock held by any Major Shareholder, if any) as set out in Schedule 2.02 (for scheduled principal payments of the Term Loan made on or before the Term Loan Draw Date. The outstanding unpaid principal balance and all such Major Shareholders, accrued and unpaid interest on the “Company Exchanged Stock”), as consideration Term Loan shall be due and in exchange for: payable on the earliest of (i) the issuance of such number and class of shares of PubCo Shares (the “PubCo Exchanged Shares”) (if any) as set out opposite such Major Shareholder’s (except for the Founder Investors) name under the heading “PubCo Shares to be issued on the Closing Maturity Date” of Schedule 2.02; and , (ii) the payment by PubCo to each Major Shareholder date of the amount in cash (acceleration of the “PubCo Cash Consideration”) set out opposite such Major Shareholder’s name in Schedule 2.02, in each case as may be amended Term Loan in accordance with the following paragraphterms hereof, provided that and (Xiii) the Company shall be entitled to amend, with the prior written consent date of the affected Major Shareholder, the number termination of PubCo Exchanged Shares to be issued to a Major Shareholder under the heading “PubCo Shares to be issued on the Closing Date” and the PubCo Cash Consideration to be paid to a Major Shareholder, each as set out in Schedule 2.02 and (Y) GSW shall be entitled to elect the class of PubCo Exchanged Shares under the heading “PubCo Shares to be issued on the Closing Date” set out opposite its name in Schedule 2.02 it shall receive, each by giving notice in writing to PubCo no later than two (2) Business Days prior to the Closing Date, provided further that (A) such amendments shall not result in any increase in the aggregate number of PubCo Exchanged Shares and aggregate amount of “PubCo Cash Consideration” as set out on Schedule 2.02; (B) if there are any redemptions of RMG II Shares, the Major Shareholders agree that (I) the “PubCo Cash Consideration” payable to Xxxxxx as set out in Schedule 2.02 shall not be decreased and (II) the “PubCo Cash Consideration” payable to the Major Shareholders other than Xxxxxx as set out in Schedule 2.02 shall be decreased pro rata to the “PubCo Cash Consideration” payable as between such other Major Shareholders as set out in Schedule 2.02 and (C) the foregoing amendments and elections do not adversely affect or delay the consummation of the Transactions; (b) on the Closing Date or, if the conversion of the CCPS held by Green Rock this Agreement pursuant to Section 8.12(b) has not completed by two (2) Business Days prior to the Closing Date8.1(c). All principal of, such date after the Closing Date as may be notified in writing to PubCo by Green Rock, provided such date shall be as soon as practicable after the Closing Date, Green Rock shall transfer to PubCointerest on, and PubCo shall acquire, free and clear of all Liens, all right, title and interest other amounts payable in and attaching to the Company Exchanged Conversion Stock held by Green Rock and set out in footnote (1) of Schedule 2.02 as consideration and in exchange for the issuance of 12,231,851 PubCo Class A Shares; (c) on such date after the Closing Date as may be notified in writing to PubCo by GSW, provided such date falls no later than the later of (A) August 1, 2021 and (B) the date on which (x) the GSW Voting Interest does not exceed 4.9% and (y) the aggregate Effective Economic Interest in PubCo represented by such PubCo Shares then held by GSW and the PubCo Shares which would be issued to GSW pursuant to this Section 2.02(c) does not exceed 33% respect of the total Effective Economic Interest represented by all of the issued and outstanding PubCo Shares (including the PubCo Shares which would be issued to GSW pursuant to this Section 2.02(c)), GSW Term Loan shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest in and attaching to the Company Exchanged Conversion Stock held by GSW and set out opposite GSW’s name under the heading “Number of Company Exchanged Conversion Stock to be Transferred after the Closing Date” as consideration and in exchange for the issuance of the number of PubCo Class C Shares set out opposite GSW’s name under the heading “PubCo Shares to be issued post-Closing Date” in Schedule 2.02. For the purposes of this Section 2.02(c), “GSW Voting Interest” means, with respect to GSW at a particular time of determination, the percentage equal to (a) the number of PubCo Class A Shares held by GSW or any of its Affiliates as of such time, divided by (b) the aggregate number of PubCo Class A Shares, PubCo Class B Shares and PubCo Class D Shares then issued and outstanding;constitute Obligations.”

Sections 2. 02(a2(a) to 2.02(dand (b) of the Business Combination Agreement. Sections 2.02(a) to 2.02(d) of the Business Combination Agreement are hereby deleted in their entirety and replaced by the followingamended to read as follows: (a) Subject to and upon the terms and conditions of this Agreement, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make one or more term loans (collectively, all such term loans by all such Lenders, the “Term Loan”) to Borrowers in an aggregate principal amount equal to such Lender’s Pro Rata Share of the Term Loan Amount. The Term Loan may be made pursuant to 2 or more draws by the Borrowers (each a “Term Loan Draw”). The first Term Loan Draw shall be funded on the Closing Date and shall be in a minimum amount of $75,000,000. Borrowers may request additional Term Loan Draws at any time after the Closing Date through and including October 1, 2007. The aggregate amount of all Term Loan Draws shall not exceed the Term Loan Amount. The maximum amount of any Term Loan Draw may not exceed, when funded, the Term Loan Availability on such date. Each Term Loan Draw shall be in a minimum amount of $10,000,000 and integral multiples of $500,000 in excess thereof, or the remaining unfunded amount of the Term Loan. (b) Commencing on June 30, 2007 and continuing on the first day of each calendar quarter thereafter through the Maturity Date, each Major Shareholder Borrowers shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest repay the Term Loan in and attaching an amount equal to the shares quotient obtained by dividing (a) the outstanding principal balance of Company Ordinary Stock owned the Term Loan as of the end of business on June 30, 2007 by (b) 28; provided, however, that the repayment amount shall be recalculated after each Term Loan Draw and on October 2, 2007 (each such Major Shareholder date, a “Term Loan Draw Date”) and the amount of each quarterly payment thereafter shall be equal to the quotient obtained by dividing: (excluding y) the outstanding principal balance of the Term Loan as of such Term Loan Draw Date (after giving effect to the Term Loan Draw on such Term Loan Draw Date) divided by (z) the difference of 28 minus the number of any Company Exchanged Conversion Stock held by any Major Shareholder, if any) as set out in Schedule 2.02 (for scheduled principal payments of the Term Loan made on or before the Term Loan Draw Date. The outstanding unpaid principal balance and all such Major Shareholders, accrued and unpaid interest on the “Company Exchanged Stock”), as consideration Term Loan shall be due and in exchange for: payable on the earliest of (i) the issuance of such number and class of shares of PubCo Shares (the “PubCo Exchanged Shares”) (if any) as set out opposite such Major Shareholder’s (except for the Founder Investors) name under the heading “PubCo Shares to be issued on the Closing Maturity Date” of Schedule 2.02; and , (ii) the payment by PubCo to each Major Shareholder date of the amount in cash (acceleration of the “PubCo Cash Consideration”) set out opposite such Major Shareholder’s name in Schedule 2.02, in each case as may be amended Term Loan in accordance with the following paragraphterms hereof, provided that and (Xiii) the Company shall be entitled to amend, with the prior written consent date of the affected Major Shareholder, the number termination of PubCo Exchanged Shares to be issued to a Major Shareholder under the heading “PubCo Shares to be issued on the Closing Date” and the PubCo Cash Consideration to be paid to a Major Shareholder, each as set out in Schedule 2.02 and (Y) GSW shall be entitled to elect the class of PubCo Exchanged Shares under the heading “PubCo Shares to be issued on the Closing Date” set out opposite its name in Schedule 2.02 it shall receive, each by giving notice in writing to PubCo no later than two (2) Business Days prior to the Closing Date, provided further that (A) such amendments shall not result in any increase in the aggregate number of PubCo Exchanged Shares and aggregate amount of “PubCo Cash Consideration” as set out on Schedule 2.02; (B) if there are any redemptions of RMG II Shares, the Major Shareholders agree that (I) the “PubCo Cash Consideration” payable to Xxxxxx as set out in Schedule 2.02 shall not be decreased and (II) the “PubCo Cash Consideration” payable to the Major Shareholders other than Xxxxxx as set out in Schedule 2.02 shall be decreased pro rata to the “PubCo Cash Consideration” payable as between such other Major Shareholders as set out in Schedule 2.02 and (C) the foregoing amendments and elections do not adversely affect or delay the consummation of the Transactions; (b) on the Closing Date or, if the conversion of the CCPS held by Green Rock this Agreement pursuant to Section 8.12(b) has not completed by two (2) Business Days prior to the Closing Date8.1(c). All principal of, such date after the Closing Date as may be notified in writing to PubCo by Green Rock, provided such date shall be as soon as practicable after the Closing Date, Green Rock shall transfer to PubCointerest on, and PubCo shall acquire, free and clear of all Liens, all right, title and interest other amounts payable in and attaching to the Company Exchanged Conversion Stock held by Green Rock and set out in footnote (1) of Schedule 2.02 as consideration and in exchange for the issuance of 12,231,851 PubCo Class A Shares; (c) on such date after the Closing Date as may be notified in writing to PubCo by GSW, provided such date falls no later than the later of (A) August 1, 2021 and (B) the date on which (x) the GSW Voting Interest does not exceed 4.9% and (y) the aggregate Effective Economic Interest in PubCo represented by such PubCo Shares then held by GSW and the PubCo Shares which would be issued to GSW pursuant to this Section 2.02(c) does not exceed 33% respect of the total Effective Economic Interest represented by all of the issued and outstanding PubCo Shares (including the PubCo Shares which would be issued to GSW pursuant to this Section 2.02(c)), GSW Term Loan shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest in and attaching to the Company Exchanged Conversion Stock held by GSW and set out opposite GSW’s name under the heading “Number of Company Exchanged Conversion Stock to be Transferred after the Closing Date” as consideration and in exchange for the issuance of the number of PubCo Class C Shares set out opposite GSW’s name under the heading “PubCo Shares to be issued post-Closing Date” in Schedule 2.02. For the purposes of this Section 2.02(c), “GSW Voting Interest” means, with respect to GSW at a particular time of determination, the percentage equal to (a) the number of PubCo Class A Shares held by GSW or any of its Affiliates as of such time, divided by (b) the aggregate number of PubCo Class A Shares, PubCo Class B Shares and PubCo Class D Shares then issued and outstanding;constitute Obligations.”

Sections 2. 02(a09(a) to 2.02(dand (b) of the Business Combination Agreement. Sections 2.02(a) Credit Agreement is amended to 2.02(d) of the Business Combination Agreement are hereby deleted in their entirety and replaced by the followingread as follows: (a) on The Borrower shall have the Closing Dateright at any time and from time to time to prepay any Borrowing in whole or in part, each Major Shareholder shall transfer subject to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest in and attaching to the shares of Company Ordinary Stock owned by such Major Shareholder (excluding any Company Exchanged Conversion Stock held by any Major Shareholder, if any) as set out in Schedule 2.02 (for all such Major Shareholders, the “Company Exchanged Stock”), as consideration and in exchange for: (i) the issuance of such number and class of shares of PubCo Shares (the “PubCo Exchanged Shares”) (if any) as set out opposite such Major Shareholder’s (except for the Founder Investors) name under the heading “PubCo Shares to be issued on the Closing Date” of Schedule 2.02; and (ii) the payment by PubCo to each Major Shareholder of the amount in cash (the “PubCo Cash Consideration”) set out opposite such Major Shareholder’s name in Schedule 2.02, in each case as may be amended prior notice in accordance with the following paragraph, paragraph (b) of this Section; provided that (X) the Company shall Bullet Loan may not be entitled to amend, with the prior written consent of the affected Major Shareholder, the number of PubCo Exchanged Shares to be issued to a Major Shareholder under the heading “PubCo Shares to be issued on the Closing Date” prepaid unless and until all Revolving Loans have been repaid and the PubCo Cash Consideration to be paid to a Major Shareholder, each as set out in Schedule 2.02 and (Y) GSW shall be entitled to elect the class of PubCo Exchanged Shares under the heading “PubCo Shares to be issued on the Closing Date” set out opposite its name in Schedule 2.02 it shall receive, each by giving notice in writing to PubCo no later than two (2) Business Days prior to the Closing Date, provided further that (A) such amendments shall not result in any increase in the aggregate number of PubCo Exchanged Shares and aggregate amount of “PubCo Cash Consideration” as set out on Schedule 2.02; (B) if there are any redemptions of RMG II Shares, the Major Shareholders agree that (I) the “PubCo Cash Consideration” payable to Xxxxxx as set out in Schedule 2.02 shall not be decreased and (II) the “PubCo Cash Consideration” payable to the Major Shareholders other than Xxxxxx as set out in Schedule 2.02 shall be decreased pro rata to the “PubCo Cash Consideration” payable as between such other Major Shareholders as set out in Schedule 2.02 and (C) the foregoing amendments and elections do not adversely affect or delay the consummation of the Transactions;Revolving Commitments have been terminated. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the Closing Date ordate of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if the conversion a notice of prepayment is given in connection with a conditional notice of termination of the CCPS held Commitments as contemplated by Green Rock pursuant Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Revolving Borrowing or the Bullet Loan, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 8.12(b) has not completed by two (2) Business Days prior 2.02. Each prepayment of a Revolving Borrowing or the Bullet Loan shall be applied ratably to the Closing Date, such date after Loans of that respective Class included in the Closing Date as prepaid Borrowing. Any prepayments of the Bullet Loan may not thereafter be notified in writing to PubCo by Green Rock, provided such date re-borrowed. Prepayments shall be as soon as practicable after the Closing Date, Green Rock shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and accompanied by accrued interest in and attaching to the Company Exchanged Conversion Stock held extent required by Green Rock and set out in footnote (1) of Schedule 2.02 as consideration and in exchange for the issuance of 12,231,851 PubCo Class A Shares; (c) on such date after the Closing Date as may be notified in writing to PubCo by GSW, provided such date falls no later than the later of (A) August 1, 2021 and (B) the date on which (x) the GSW Voting Interest does not exceed 4.9% and (y) the aggregate Effective Economic Interest in PubCo represented by such PubCo Shares then held by GSW and the PubCo Shares which would be issued to GSW pursuant to this Section 2.02(c) does not exceed 33% of the total Effective Economic Interest represented by all of the issued and outstanding PubCo Shares (including the PubCo Shares which would be issued to GSW pursuant to this Section 2.02(c)), GSW shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest in and attaching to the Company Exchanged Conversion Stock held by GSW and set out opposite GSW’s name under the heading “Number of Company Exchanged Conversion Stock to be Transferred after the Closing Date” as consideration and in exchange for the issuance of the number of PubCo Class C Shares set out opposite GSW’s name under the heading “PubCo Shares to be issued post-Closing Date” in Schedule 2.02. For the purposes of this Section 2.02(c), “GSW Voting Interest” means, with respect to GSW at a particular time of determination, the percentage equal to (a) the number of PubCo Class A Shares held by GSW or any of its Affiliates as of such time, divided by (b) the aggregate number of PubCo Class A Shares, PubCo Class B Shares and PubCo Class D Shares then issued and outstanding;2.11.

Sections 2. 02(a5(a) to 2.02(dand (b) of the Business Combination Agreement. Sections 2.02(a) to 2.02(d) of the Business Combination Agreement are hereby deleted in their entirety and replaced by with the following: (a) Prior to the Closing, the Purchaser and Xxxxxxxx shall mutually agree on the Closing Dateterms of the Purchase Money Escrow Agreement, each Major Shareholder shall transfer to PubCothe Fuel Supply Escrow Agreement, and PubCo the Indemnity Escrow Agreement, the latter of which shall acquireinclude terms to implement Sections 2.5(f)-(j). The Purchaser shall pay all of the Escrow Agent’s fees and Purchaser shall bear no expenses relating to any letter of credit referenced below. (b) At the Closing, free and clear of all Liens, all right, title and interest in and attaching the Purchaser shall deliver to the shares of Company Ordinary Stock owned by such Major Shareholder (excluding any Company Exchanged Conversion Stock held by any Major Shareholder, if any) as set out in Schedule 2.02 (for all such Major Shareholders, the “Company Exchanged Stock”), as consideration and in exchange for: Escrow Agent (i) the issuance of such number Purchase Money Note, and class of shares of PubCo Shares (ii) a promissory note (the “PubCo Exchanged Shares”"Fuel Supply Escrow Promissory Note") in the amount of Twenty‑Two Million Six Hundred Seventy Five Thousand Dollars ($22,675,000) (if anythe "Fuel Supply Escrow Amount") as set out opposite such Major Shareholder’s made payable to Seller (except for the Founder Investorsor its designees) name under the heading “PubCo Shares and to be issued on held by the Escrow Agent. The Fuel Supply Escrow Amount shall be used to secure the obligations of the Seller pursuant to Section 6.9. The Fuel Supply Escrow Promissory Note shall be held and released by the Escrow Agent pursuant to both Section 2.5(e) below and the Fuel Supply Escrow Agreement. The Purchase Money Note shall be held and released by the Escrow Agent pursuant to both the terms set forth in the definition of Purchase Money Note and the Purchase Money Escrow Agreement. The Fuel Supply Escrow Agreement shall provide that the aggregate liability due under all Fuel Supply Contracts relating to any dealer site not previously cancelled by Purchaser shall be released by the Escrow Agent to Seller 61 days after the Closing Date” of Schedule 2.02; and Date and Seller shall have no further obligations under Section 6.9 with regard to such dealer sites that have not been previously cancelled. The Fuel Supply Escrow Agreement shall also provide that the amount by which: (i) the then remaining Fuel Supply Escrow Amount exceeds (ii) the payment then remaining aggregate liability owed by PubCo Purchaser or its Affiliates as a result of any Fuel Supply Contract or any successor document to each Major Shareholder of the amount in cash a Fuel Supply Contract (the “PubCo Cash ConsiderationRemaining Fuel Exposure”) set out opposite such Major Shareholder’s name in Schedule 2.02), in each case as may be amended in accordance with the following paragraph, provided that (X) the Company shall be entitled released to amend, with the prior written consent Seller from the Fuel Supply Escrow Amount on each of the affected Major Shareholder, 366th day and the number of PubCo Exchanged Shares to be issued to a Major Shareholder under the heading “PubCo Shares to be issued on 731st day following the Closing Date” and . In addition, the PubCo Cash Consideration to be paid to a Major ShareholderFuel Supply Escrow Amount, each as set out in Schedule 2.02 and (Y) GSW or the remaining balance thereof, shall be entitled to elect the class of PubCo Exchanged Shares under the heading “PubCo Shares to be issued on the Closing Date” set out opposite its name in Schedule 2.02 it shall receive, each by giving notice in writing to PubCo no later than two (2) Business Days prior released to the Closing Date, provided further that Seller (A) such amendments shall not result in any increase in the aggregate number of PubCo Exchanged Shares and aggregate amount of “PubCo Cash Consideration” as set out on Schedule 2.02; (B) if there are any redemptions of RMG II Shares, the Major Shareholders agree that (Ior its designees) the “PubCo Cash Consideration” payable to Xxxxxx as set out in Schedule 2.02 shall not be decreased and (II) the “PubCo Cash Consideration” payable to the Major Shareholders other than Xxxxxx as set out in Schedule 2.02 shall be decreased pro rata to the “PubCo Cash Consideration” payable as between such other Major Shareholders as set out in Schedule 2.02 and (C) the foregoing amendments and elections do not adversely affect or delay the consummation last day of the Transactions; (b) on the Closing Date or, if the conversion of the CCPS held by Green Rock pursuant to Section 8.12(b) has not completed by two (2) Business Days prior to the Closing Date, such date thirtieth month after the Closing Date as may be notified unless there are unresolved claims outstanding at such time for payment of a Termination Penalty under Section 6.9, in writing to PubCo by Green Rockwhich event the amount in dispute shall remain in place until all such claims are resolved; provided, provided however, that during such date shall be as soon as practicable after the Closing Date, Green Rock shall transfer to PubCothirty (30) month period, and PubCo shall acquire, free and clear of all Liens, all right, title and interest in and attaching to promptly following the Company Exchanged Conversion Stock held by Green Rock and set out in footnote (1) of Schedule 2.02 as consideration and in exchange for the issuance of 12,231,851 PubCo Class A Shares; (c) on such date after the Closing Date as may be notified in writing to PubCo by GSW, provided such date falls no later than the later of (A) August 1, 2021 and (B) the date on which (x) the GSW Voting Interest does not exceed 4.9% and (y) the aggregate Effective Economic Interest in PubCo represented by such PubCo Shares then held by GSW and the PubCo Shares which would be issued to GSW pursuant to this respective dates that Seller’s obligations under Section 2.02(c) does not exceed 33% of the total Effective Economic Interest represented by all of the issued and outstanding PubCo Shares (including the PubCo Shares which would be issued to GSW pursuant to this Section 2.02(c)), GSW shall transfer to PubCo, and PubCo shall acquire, free and clear of all Liens, all right, title and interest in and attaching to the Company Exchanged Conversion Stock held by GSW and set out opposite GSW’s name under the heading “Number of Company Exchanged Conversion Stock to be Transferred after the Closing Date” as consideration and in exchange for the issuance of the number of PubCo Class C Shares set out opposite GSW’s name under the heading “PubCo Shares to be issued post-Closing Date” in Schedule 2.02. For the purposes of this Section 2.02(c), “GSW Voting Interest” means, 6.9 with respect to GSW at a particular time of determinationeach respective Fuel Supply Contract have been finally determined, Purchaser and Seller shall direct the percentage Escrow Agent to release to Seller (or its designees) the amount equal to (ai) the number respective portion of PubCo Class A Shares held by GSW or any of its Affiliates as of the Fuel Supply Escrow Amount attributed to such timeFuel Supply Contract, divided by less (bii) the aggregate number portion, if any, of PubCo Class A Shares, PubCo Class B Shares and PubCo Class D Shares then issued and outstanding;the Fuel Supply Escrow Amount payable to Purchaser pursuant to Section 6.9 with respect to such Fuel Supply Contract."