Common use of Additional Consideration Clause in Contracts

Additional Consideration. In addition to the consideration payable to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”): (i) On the one-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (ii) On the two-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closing.

Additional Consideration. In addition Each Company Stockholder shall be entitled to receive Additional Consideration pursuant to the consideration payable to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”):terms and conditions set forth below: (ia) On If, during the one10-year anniversary of period following the Closing Agreement Date, for Buyer or the Surviving Corporation receives the Patent Award, then Buyer shall pay, or shall cause to be paid, to each share of Person that is a Company Common Stock owned by a Founder as of Stockholder immediately prior to the Closing Effective Time its Pro Rata Portion of the Additional Consideration in accordance with this Section. (as set forth on the Spreadsheet), Acquirer b) The Additional Consideration shall issue to such Founder that number of shares of Acquirer be payable in cash and Buyer Common Stock equal Shares in proportion to the Milestone 1 Per Share total Cash Merger Consideration and the total Stock Merger Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by that the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then portion of the number Additional Consideration payable in Buyer Common Shares shall be calculated based on the Buyer Average Stock Price as of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such terminationpayment. If the Buyer is unable to pay any portion of the Additional Consideration to the applicable Company Stockholders for any reason for a period of six (6) months after such date, Buyer shall be entitled to retain such unpaid portion of the Additional Consideration, subject to applicable abandoned property, escheat or similar Laws. (iic) On Buyer’s obligation to pay the two-year anniversary Additional Consideration is expressly conditioned upon the Company’s actual receipt of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to Patent Award within the Closing (as set forth on the Spreadsheetperiod described in Section 2.17(a), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) . For the avoidance of doubt, if Buyer or the termination of one Founder’s employment Surviving Company (i) fails to receive the Patent Award, whether within such period or at any time thereafter, or (ii) receives the Patent Award after the period described in Section 2.17(a), then Buyer shall have no bearing on obligation hereunder to pay to any Person any portion of the right Patent Award, if any, as Additional Consideration and shall be entitled to retain the full amount of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other FoundersPatent Award, if any. (ivd) In The parties hereto acknowledge and agree that (i) the event that after the Closing contingent rights to receive any Additional Consideration shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of law, and prior to the one-year anniversary do not constitute an equity or two-year anniversary of the Closing Date, as applicableownership interest in Buyer, (Aii) Acquirer sellsthe Company Stockholders shall not have any rights as a securityholder of Buyer as a result of their respective contingent right to receive any Additional Consideration hereunder, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (Biii) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition no interest is payable with respect to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock any Additional Consideration, as applicable, as of the Closing.

Additional Consideration. (a) In addition to the consideration payable proceeds received by the Restricted Person in relation to the Founders pursuant Merger Agreement and subject to the conditions set forth in this Section 1.3(a) (such 4, the Company shall provide additional consideration payable pursuant to this Section 1.3(b), the Restricted Person in the annual amount of $1,900,000.00 during each year of the Restricted Period (the “Additional Consideration”):). (b) The Company shall pay the Additional Consideration to the Restricted Person in equal monthly installments (each, an “Additional Consideration Payment”) during the Restricted Period, in arrears on the fifteenth (15th) day of each month (as applicable, the “Payment Date”), subject to the Restricted Person’s compliance with the terms of this Agreement. (c) The Company’s obligation to make the Additional Consideration Payments shall cease in the event of the Restricted Person’s death during the Restricted Period. The Company’s obligation to make an Additional Consideration Payment shall be conditioned on the Company being Solvent at the time of and assuming payment of an applicable Additional Consideration Payment. For purposes hereof, “Solvent” means, with respect to the Company and its Subsidiaries taken as a whole, on the applicable Payment Date: (i) On the one-year anniversary present fair saleable value of the Closing Dateassets taken as a whole (i.e., the price a third party buyer is willing to pay for each share such assets in an arm’s length transaction) of Company Common Stock owned by a Founder as of immediately prior such Person will exceed the amount that will be required to pay the Closing (as set forth probable liability on the Spreadsheet)existing debts (whether matured or unmatured, Acquirer shall issue liquidated or unliquidated, absolute, fixed or contingent) of such Person as they become absolute and matured; (ii) the sum of the debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of such Person will not exceed all of the property of such Person at a fair valuation; (iii) the assets of such Person do not constitute unreasonably small capital for such Person to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues carry on its businesses as now conducted or proposed to be employed by the Post-Closing Employer on the one-year anniversary conducted; and (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature. For purposes of the Closing Date (preceding sentence, the amount of contingent obligations outstanding at any time shall be computed as the amount that, in the light of all the facts and if circumstances existing at such Founder time, represents the amount that is reasonably expected to become an actual or matured liability. To the extent that the Company is not employedor would not be Solvent at such time, then no shares the Company shall not be obligated to pay such Additional Consideration Payment on its Payment Date. If Parent or Company asserts hereunder that the Company is not Solvent, Parent shall provide to Restricted Person (from time to time upon Restricted Person’s request) (x) a certification by Parent’s Board of Acquirer Common Stock pursuant Directors that the Company is not Solvent, and (y) all information and data, and copies of applicable books and records, to this Section 1.3(b)(ireasonably support such certification. Such Additional Consideration Payment (together with interest at an annual rate of LIBOR plus 500 basis points) shall be issued to paid on the Payment Date in the next calendar month in which the Company is Solvent and would be Solvent following payment of such Founder)Additional Consideration Payment and the Additional Consideration Payment otherwise due on such Payment Date; provided, however, if that payment of such Founder’s employment is terminated Additional Consideration Payment must nevertheless be made by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then Company on March 15 of the number succeeding year after the year of shares the applicable deferral of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date payment of such termination. Additional Consideration Payment, unless, on such date and assuming payment of such applicable Additional Consideration Payment, (i) the Company is not or would not be Solvent and (ii) On the two-year anniversary delay of the Closing Datepayment of such Additional Consideration Payment is permitted under Treasury Regulation 1.409A-3(d) (together, for each share the “Delay Conditions”). Any Additional Consideration Payment not made on such March 15 date shall be paid (together with interest at an annual rate of Company Common Stock owned by a Founder as of immediately prior to LIBOR plus 500 basis points) on the Closing (as Payment Date in the next calendar month in which the second Delay Condition set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder above is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such terminationlonger applicable. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closing.

Additional Consideration. (a) In addition the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the consideration payable to Termination Fee (as defined in and in accordance with the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(bMerger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on the “Additional Consideration”): number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of (i) On the one-year anniversary 75% of the Closing Date, for each share first $20 million of Company Common Stock owned by a Founder as of immediately prior to the Closing all Profit (as set forth on the Spreadsheetdefined in Section 4.8(b), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed ) earned by the Post-Closing Employer on the one-year anniversary Family Stockholders, collectively, and (ii) 50% of the Closing Date (and if such Founder is not employed, then no shares next $40 million of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated all Profit earned by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good ReasonFamily Stockholders, then collectively, in each case from the number consummation of shares of Acquirer Common Stock issuable under this Section 1.3(b)(iany Business Combination (as defined in the Merger Agreement) shall nevertheless be issued to such Founder that is consummated within 10 Business Days following the date two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) On the two-year anniversary Fair Market Value, determined as of the Closing Datedate of disposition, for each share of Company Common Stock owned by a Founder all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the Closing date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the Spreadsheet)date hereof, Acquirer the Family Stockholders hereby agree that they will not be entitled to receive, and shall issue waive any right to receive, 50% of any such Founder additional Merger Consideration that number would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of Acquirer the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the Milestone 2 Per Share Stock Considerationaverage closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary and (ii) consideration which is other than cash or securities of the Closing Date form specified in clause (and if such Founder is not employed, then no shares i) of Acquirer Common Stock pursuant to this Section 1.3(b)(ii4.8(d) shall be issued to determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such Founder)banking firm; provided, however, that if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued parties are unable to such Founder agree within 10 Business Days following two business days after the date of such terminationevent as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (iiie) For the avoidance Any payment of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable profit under this Section 1.3(b4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to the other Founders. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) account designated by Riverwood and (Bii) both the Founders become employed by the Future Acquiring Party upon the closing if paid through transfer of the Company Spin-Off (a “Company Sale”)freely tradeable securities, then as a condition to the consummation be paid through delivery of such Company Salesecurities, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closingsuitably endorsed for transfer.

Additional Consideration. In addition (a) As an additional material inducement to the consideration payable Sellers to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to enter into this Section 1.3(b)Agreement, the “Additional Consideration”): Buyer covenants and agrees that if (i) On an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the one-year anniversary Closing Date hereunder to sell any of the Properties or its respective interests in any of the Properties and does thereafter sell, convey or transfer said Property or its interest in said Property in accordance with the terms of said definitive agreement (whether or not the closing of such subsequent sale occurs within said six (6) months after the Closing Date), or (ii) if an SPV Purchaser or its affiliates otherwise sells and closes on the conveyance of a Property or other transfer of its interest in and to a Property within six (6) months after the Closing Date, then, in either such event, such SPV Purchaser or its affiliates will promptly pay to the Paying Agent following receipt of the Net Proceeds (as hereinafter defined) and completion of the process specified in Section 6(d) or (e), as applicable, an amount equal to eighty-five percent (85%) of the positive difference, if any, between (a) the Total Cost paid to Seller hereunder for each share the purchase of Company Common Stock owned such Property or interest therein by such SPV Purchaser [“Total Cost” shall mean the sum of the Purchase Price allocated thereto per Exhibit “B” attached hereto, less the Assumable Loan, if any, applicable to said Property and outstanding on the Closing Date and less all third party costs and legal fees incurred by such SPV Purchaser in connection with such purchase (including the portion of the costs and expenses to close the purchase of the Property, or interests therein, by the applicable SPV Purchaser reasonably allocated by the Buyer to such Property)] and (b) the Net Proceeds received by such SPV Purchaser from the sale and closing of such Property or interest therein (for purposes hereof, Net Proceeds will be equal to the purchase price paid to Buyer or SPV Purchaser or its affiliates for such Property or interest therein, less (i) any loan(s) assumed by said purchaser of the Property, (ii) all third party costs and legal fees incurred by Buyer to close such sale (but excluding any fees paid or payable to Buyer in respect of such sale), (iii) the cost for any improvements made to the Property during Buyer’s ownership and (iv) the cost of any prepayment premium or to purchase any defeasance collateral). Sellers hereby acknowledge that Buyers shall have sole and unlimited discretion to determine the purchase price and terms and provisions relating to sale, of any of the Properties or interest of Sellers therein and shall have no obligation to market or sell any Property). Notwithstanding the foregoing, the amount retained by the Buyer or its affiliates as a Founder fee, incentive or similar payment or benefit in respect of such sale, shall not exceed the fee that would have been payable to CAM under the Acquisition Services Agreement (as hereinafter defined) by CPA: 12 had CPA: 12 sold the applicable Property directly to the third party buyer as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary termination of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such terminationAcquisition Services Agreement. (ii) On the two-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closing.

Additional Consideration. In addition to the consideration payable aggregate Purchase Price of $5,000,000 pursuant to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b)Agreement, the “Buyer shall purchase from the Company, and the Company shall sell to the Buyer,an aggregate of up to 192,500 Units, in exchange for the Additional Consideration”): (i) On the one-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer which Additional Consideration shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed paid by the Post-Closing Employer Buyer in installments of at least $100,000 on or before the one-year anniversary of the Closing Date thirtieth (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i30th) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days calendar day following the date of such termination. (ii) On the two-year anniversary payment of the Closing Dateprior installment until the total Additional Consideration has been paid, for each share with the first installment of Company Common Stock owned by a Founder the Additional Consideration to be paid on or before the thirtieth (30th) calendar day following the final payment of the aggregate Purchase Price in accordance with Section 2.4(e) of the Agreement (as of immediately prior amended in Amendment No. 3 to the Closing (Agreement). Following receipt by the Company of each payment of the Additional Consideration as set forth on above, the Spreadsheet), Acquirer Company shall issue and deliver to the Buyer, within five (5) days of such Founder that number payment, certificates representing the pro rata portion paid for by such installment of the Series B Shares, the shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by Company’s common stock and the Post-Closing Employer on warrants underlying the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (iv) Units. In the event that the Buyer shall fail to timely pay any installment of the Additional Consideration and does not notify the Company in writing at least five (5) days prior to such installment due date (upon which notice the Buyer shall be granted a 7-day extension), the Company may, from and after the Closing expiration of any and prior to all applicable cure periods, terminate the one-year anniversary or two-year anniversary Agreement (as amended) and the same shall become null and void, provided however that Company shall, in any event, retain the portion of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all Additional Consideration paid. If Buyer shall fail to timely pay any installment of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of Additional Consideration, the Company Spin-Off (a “Company Sale”), then as a condition shall have no right to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and pursue any other remedy against Buyer except as set forth in this Section 1.3(b1(a). As further inducement for the Buyer to enter into this Amendment and provide the Additional Consideration, except the Company and Buyer agree that instead of all outstanding warrants to purchase shares of Acquirer Common Stock, such third party shall either (1) issue to Stock of the Company Shareholders a number of shares of such third party’s capital stock held by the Buyer and/or its members or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicableassigns shall, as of the Closingdate of this Amendment, be amended and hereinafter shall be on terms identical to the Cashless Warrants. Upon surrender of any outstanding warrant certificate or agreement by the Buyer and/or its members or assigns to the Company, the Company shall promptly cancel such warrant certificate and reissue a new warrant certificate for the same number of warrants on terms identical to the Cashless Warrants.

Additional Consideration. In addition to the consideration payable Closing Date Consideration to be delivered at Closing, the Buyer shall deliver (or cause the Parent to deliver, if appropriate) the following Additional Consideration (herein so called) to the Founders pursuant Seller at the times and upon satisfaction of the conditions set forth below: (i) If the Buyer drills and tests either of the HKE-1 bis Well or the GRB-1 Well and either of the HKE-1 bis Well or the GRB-1 Well meets the criteria set forth in the Commercial Success – Morocco (a “Morocco Success”), then the Seller shall have earned, and the Buyer shall cause the Parent to Section 1.3(aissue to the Seller as soon as reasonably practicable thereafter, shares of Parent Common Stock having a value of Six Million U.S. Dollars (USD $6,000,000) (such additional consideration payable the number of shares to be issued to be calculated by dividing $6,000,000 by the volume weighted average price per share of the Parent Common Stock on the NYSE Amex Stock Exchange for the ten (10) trading days prior to the last day the 72-hour deliverability test made as part of the definition of Commercial Success-Morocco for the first of either the HKE-1 bis Well or the GRB-1 Well to so qualify is finished), which shares will be subject to the terms and conditions of the Registration Rights Agreement for a period of six (6) months after the issuance thereof pursuant to this Section 1.3(b2(c)(i), . Buyer shall provide Seller at least five (5) business days’ prior notice before conducting such deliverability test and allow Seller to have a representative present at such test and/or review the “Additional Consideration”): (i) On the one-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date results of such terminationtest. (ii) On In the twoevent the Deventci-R2 Well meets the criteria to be a Commercial Success – Bulgaria (a “Bulgaria Success”), then the Seller shall have earned, and the Buyer shall be obligated to cause the Parent to issue to the Seller, shares of Parent Common Stock having a value of Ten Million U.S. Dollars (USD $10,000,000), with such shares to be issued by the Parent as soon as reasonably practicable following the earlier to occur of (A) the Buyer executing a multi-year anniversary gas sales contract for the sale of all or substantially all of the Closing Date, for each gas produced by such well (with such gas sales contract to be in form and substance satisfactory to the Buyer) or (B) the date the Deventci-R2 Well is connected to the Bulgartransgas pipeline or any other pipeline with significant deliverability. The number of shares to be issued is to be calculated by dividing $10,000,000 by the volume weighted average price per share of Company the Parent Common Stock owned by a Founder as of immediately on the NYSE Amex Stock Exchange for the ten (10) trading days prior to the Closing (last day the 72-hour deliverability test made as set forth on part of the Spreadsheet)definition of Commercial Success – Bulgaria for the Deventci-R2 Well to so qualify is finished, Acquirer shall issue to such Founder that number of which shares of Acquirer Common Stock equal will be subject to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary terms and conditions of the Closing Date Registration Rights Agreement for a period of six (and if such Founder is not employed, then no shares of Acquirer Common Stock 6) months after the issuance thereof pursuant to this Section 1.3(b)(ii2(c)(ii). Buyer shall provide Seller at least five (5) shall be issued business days’ prior notice before conducting any deliverability test necessary to determine a Bulgaria Success and allow Seller to have a representative present at such Founder); provided, however, if such Founder’s employment is terminated by test and/or review the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date results of such terminationtest. (iii) For Within fifteen (15) days of issuance to Direct Bulgaria of a production concession for the avoidance Etropole Shale discovery in Bulgaria which concession covers not less than an aggregate of doubt300,000 acres (a “Shale Success”), then the termination of one Founder’s employment Seller shall have no bearing earned, and the Buyer shall cause the Parent to issue to the Seller as soon as reasonably practicable thereafter, shares of Parent Common Stock having a value of Ten Million U.S. Dollars (USD $10,000,000) (the number of shares to be issued to be calculated by dividing $10,000,000 by the volume weighted average price per share of the Parent Common Stock on the right of shares of Acquirer Common NYSE Amex Stock issuable under this Section 1.3(bExchange for the ten (10) to the other Founders. (iv) In the event that after the Closing and trading days prior to the one-year anniversary or two-year anniversary date of such production concession is granted to the Buyer), which shares will be subject to the terms and conditions of the Closing DateRegistration Rights Agreement for a period of six (6) months after the issuance thereof pursuant to this Section 2(c)(iii). Notwithstanding the foregoing, as applicable, the Buyer and the Seller hereby agree that (A) Acquirer sells, transfers or assigns all the production concession for the Etropole Shale discovery referenced in the foregoing definition of Shale Success is separate and different from the production concession for the Koynare area for which Direct Bulgaria has already submitted an application as of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) Execution Date; and (B) both to the Founders become employed extent as a result of such application a production concession for the Koynare area has been granted to Direct Bulgaria at the time of determination whether a Shale Success has been achieved, then the minimum 300,000 acre requirement referenced in the definition of Shale Success shall be reduced by the Future Acquiring Party upon the closing lesser of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and 100,000 acres or (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary amount of the Closing Date, on acreage covered by the terms and Koynare production concession granted to Direct Bulgaria as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closingdate.

Additional Consideration. In addition connection with the Ownership Transfer, the Series 2010-1 Noteholder’s affiliate has agreed to perform certain actions and assume certain obligations in favor of the Lock-Box Bank and for the benefit of WSF and ISF with respect to the Lock-Box Accounts. As consideration therefor, WSF agrees to pay the Series 2010-1 Noteholder (x) $258,000, which shall be earned and payable upon the first Advance Date following the execution of this Acknowledgement and (y) unless an Additional Consideration Termination Event (as defined below) has occurred, $258,000, which shall be earned and payable at such time when the Aggregate Principal Balance of the Series 2010-1 Notes reaches $50.0 million. WSF, ISF, the Trustee, PFSC and the Series 2010-1 Noteholder each agree that payment of these amounts will be netted and offset against advances made by the Series 2010-1 Noteholder under the Indenture and purchases by ISF under the PCA, notwithstanding anything in the Operative Documents to the Founders pursuant to Section 1.3(a) (such additional consideration payable contrary. Notwithstanding any netting and offsetting pursuant to this Section 1.3(b)3, (a) the Series 2010-1 Noteholder, shall be treated as receiving the full consideration due under this Acknowledgement, (b) WSF shall be treated as receiving the full consideration due under the PCA with respect to sale of the Eligible Receivables to ISF, and (c) ISF shall be treated as receiving the full advances due under the Indenture in respect of the Eligible Receivables that are subject to the Advances referred to above. For purposes of this Section 3, an “Additional Consideration Termination Event” shall be deemed to have occurred if and when the Series 2010-1 Noteholder receives satisfactory evidence that Imperial Holdings, Inc. (“Holdings”) is no longer subject to the government investigation by the United States Attorney’s Office for the District of New Hampshire first disclosed in the Form 8-K filing made by Holdings with the U.S. Securities and Exchange Commission on September 28, 2011 (the “Additional ConsiderationInvestigation”): (i) On the one-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, howeverthat, Holdings shall be deemed to be no longer subject to Investigation if such Founder’s employment (i) the Department of Justice issues a letter to Holdings indicating that it is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reasondeclining to prosecute Holdings, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (ii) On Holdings enters into a deferred prosecution or non-prosecution agreement with the two-year anniversary Department of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause Justice or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For Holdings receives other communications from the avoidance Department of doubt, Justice or other circumstances exist that would lead a reasonable person to conclude that the termination of one Founder’s employment shall have no bearing investigation has been resolved as to Holdings on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) a basis that will permit Holdings to the other Founders. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then continue as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration going concern and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock will not materially impact Holdings’ structured settlement subsidiaries or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closingdivisions.

Additional Consideration. In addition (a) Subject to the consideration payable to conditions set forth in this Section, on the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”): (i) On the one-year first anniversary of the Closing DateEffective Time, for each share of Company Common Stock owned by a Founder as of immediately prior HomeSeekers shall deliver to the Closing (as set forth on the Spreadsheet)Shareholders, Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then certificates representing the number of shares (rounded to the nearest whole share) of Acquirer Common Stock issuable under this Section 1.3(b)(icommon stock of HomeSeekers, $.001 par value per share determined by dividing (i) shall nevertheless be issued to such Founder within 10 Business Days following Five Hundred Thousand Dollars ($500,000) (the date of such termination. "First Anniversary Payment"), by (ii) On the two-year average closing sale price of a share of HomeSeekers Common Stock as quoted on the Nasdaq for the ten (10) consecutive trading days which precede the first anniversary of the Effective Time, as reported (absent manifest error in the printing thereof) by The Wall Street Journal (Western Edition) (the "First Anniversary Average Closing Date, for each share of Company Sale Price"). The HomeSeekers Common Stock owned by a Founder so delivered shall be allocated among the Shareholders in proportion to their respective percentage ownership interest of the REI Common Stock as of immediately prior the Effective Time. The First Anniversary Payment shall be reduced by the amount that (i) the proceeds of the sales of any shares delivered to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Section 1.3(b)(iiAgreement plus (ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated the First Anniversary Average Closing Sale Price multiplied by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares delivered to the Shareholders pursuant to Section 2.1(b) or 2.1(c) of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following Agreement but not sold before the date first anniversary of such terminationthe Effective Time, adjusted for stock splits, exceeds One Million One Hundred Thousand Dollars ($1,100,000). (iiib) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) Subject to the other Founders. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as conditions set forth in this Section 1.3(b)Section, except that instead on the second anniversary of shares of Acquirer Common Stockthe Effective Time, such third party HomeSeekers shall either (1) issue deliver to the Company Shareholders a Shareholders, certificates representing the number of shares (rounded to the nearest whole share) of such third party’s capital common stock or of HomeSeekers, $.001 par value per share determined by dividing (2i) pay cashFive Hundred Thousand Dollars ($500,000) (the "Second Anniversary Payment"), at by (ii) the election average closing sale price of a share of HomeSeekers Common Stock as quoted on the Nasdaq for the ten (10) consecutive trading days which precede the second anniversary of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock ConsiderationEffective Time, as applicable, reported (absent manifest error in the printing thereof) by The Wall Street Journal (Western Edition) (the "Second Anniversary Average Closing Sale Price"). The HomeSeekers Common Stock so delivered shall be allocated among the Shareholders in proportion to their respective percentage ownership interest of the REI Common Stock as of the ClosingEffective Time. The Second Anniversary Payment shall be reduced by the amount that (i) the proceeds of the sales of any shares delivered to the Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Agreement plus (ii) the Second Anniversary Average Closing Sale Price multiplied by the number of shares delivered to the Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Agreement but not sold before the second anniversary of the Effective Time, adjusted for stock splits, exceeds One Million Six Hundred Thousand Dollars ($1,600,000).

Additional Consideration. In addition (i) If a Trigger Event (as defined below) has occurred, each Stockholder shall severally pay to the consideration payable Purchaser, at the time and on the terms described below, an amount equal to such Stockholder's Third Party Acquisition Proposal Profit (as defined below) earned (as set out below) by such Stockholder from any Acquisition Proposal that is entered into or consummated within twelve months after the Founders Termination Date. A "Trigger Event" means (x) an event which causes the Purchase Agreement to become terminable pursuant to Section 1.3(a10.1(a)(ii) or 10.1(a)(v) of the Purchase Agreement (such additional consideration payable regardless of whether the Purchase Agreement is actually terminated) or (y) a breach by a Stockholder of its obligations pursuant to Section 1(a), 1(b), 2(a) or 2(b) of this Agreement. For purposes of Section 1.3(b3(f)(i), the “Additional Consideration”): (i) On the one-year anniversary of the Closing Date, for each share of Company Common Stock owned "Third Party Acquisition Proposal Profit" earned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (ii) On the two-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to Stockholder from the consummation of such Company Sale, Acquirer any Acquisition Proposal shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, equal (x) the Milestone 1 Stock Consideration and total consideration received by such Stockholder for all Tendered Shares of such Stockholder disposed of by such Stockholder pursuant to such Acquisition Proposal, valuing any non-cash consideration at its Fair Market Value (as defined below) on the Milestone 2 Stock Consideration if date of the Company Sale occurs consummation of the Acquisition Proposal, minus the product of (A) $11.00 multiplied by (B) the number of Tendered Shares disposed of by such Stockholder pursuant to such Acquisition Proposal, plus (y) subject to Section 3(f)(v), the Fair Market Value, determined as of the date of disposition, of all Tendered Shares of such Stockholder disposed of after the occurrence of a Trigger Event other than pursuant to such Acquisition Proposal (provided, that so long as such Stockholder participated in the Acquisition Proposal with respect to its Tendered Shares to the fullest extent permitted by the terms of such Acquisition Proposal, then only those Tendered Shares that were disposed of prior to the one-year anniversary later of twelve months following the Termination Date and four months following consummation of the Closing Date and Acquisition Proposal shall be included in the calculation made pursuant to (y) Milestone 2 above), minus the product of (A) $11.00 multiplied by (B) the number of Tendered Shares so disposed of by such Stockholder. Notwithstanding the foregoing, for purposes of calculating the Third Party Acquisition Proposal Profit earned by a Stockholder, shares of Common Stock Consideration that are Transferred to (x) an Affiliate or an Associate (as defined in the Exchange Act) of a Stockholder, (y) a trust or other entity for the economic benefit of an Affiliate or an Associate or (z) a charitable organization or entity shall not be deemed to be "disposed of" and the Third Party Acquisition Proposal Profit shall be calculated assuming such shares had been retained by the Stockholder and disposed of pursuant to the Acquisition Proposal; provided that, if the Company Sale occurs after Transfer was permitted by and effected in accordance with Section 2(a), then the one-year anniversary prior transferor Stockholder's obligation to the two-year anniversary of the Closing Date, on the terms and as set forth in pay any Third Party Acquisition Proposal Profit to Purchaser under this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (13(f)(i) issue to the Company Shareholders a number of shares in respect of such third party’s capital stock or (2) pay cash, at shares shall be reduced by the election amount of Third Party Acquisition Proposal Profit paid by the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as transferee to Purchaser in respect of the Closingsuch shares.

Additional Consideration. In addition 21.1. Upon the occurrence of an Exit Event, the Company shall pay the Lenders an additional consideration, the amount of which shall be calculated as the higher of (a) USD 3,000,000, and (b) the difference between the price per share of a Series D Preferred Share (or of an Ordinary Share into which such Series D Preferred Shares shall have been converted, on or prior to such Exit Event, in accordance with their terms), based on a Company’s valuation, as reflected in the terms of the Exit Event, and US$137.36 (being the price per share based on a Company’s valuation in the Series D Equity Round (subject to adjustment of the “original issue price” of the Preferred D Shares pursuant to the Articles of Association of the Company), multiplied by 39,314 Series D Preferred Shares (or such number of Ordinary Shares into which such shares shall have been converted, on or prior to such Exit Event, in accordance with their terms), in each case of (a) and (b), taking into account in such calculation any amounts previously paid in respect of any Exit Event in accordance with Section ‎21.3. 21.2. If no Exit Event occurs until 30 December 2025 (or if on such date any Remaining Percentage remains), the Lenders shall be entitled, at any time during the period starting on 30 December 2025 and until 30 December 2035, to demand from the Company a cash payment of an amount equal to USD 3,000,000 (and, in the event any Remaining Percentage exists – such amount shall be multiplied by the Remaining Percentage), as the payment of the amount of additional consideration. The Company shall pay such amount at the demand of the Lenders, and not later than three Business Days following such demand. 21.3. Notwithstanding the provisions of Section ‎21.1 hereof, if the Exit Event which triggers the payment of the additional consideration is the transfer of less than 50% of the share capital of the Company, then the Lenders shall only be entitled to such Relevant Percentage of the additional consideration, and the Remaining Percentage of the additional consideration shall be reserved and remain subject to the provisions of this Section ‎21 (where the additional consideration shall be calculated in accordance with the provisions of this Section ‎21, multiplied by the Remaining Percentage). For the purpose hereof, “Relevant Percentage” means the percentage of the share capital of the Company being transferred in the Exit Event, and the “Remaining Percentage” shall mean 100% less the Relevant Percentage. 21.4. If the Exit Event is the offering of shares of the Company to the public or the listing of such shares for trading or a merger transaction with SPAC, then the Lenders shall be entitled to elect to receive the additional consideration in such listed shares (without any further payment by the Lenders), the number of which shall be the amount of additional consideration payable, net of any amount remitted on account of tax withholding on the amount of additional consideration, divided by the price per share of the relevant listed shares to be issued to the Lenders hereunder, at the closing and on the terms of the Exit Event. The Lenders may notify the Company of their election pursuant to this Section in writing no later than five Business Days prior to the Exit Event, and in such event the Company shall issue such listed shares to the Lenders upon consummation of the Exit Event. 21.5. If the Exit Event is a transaction where shareholders of the Company receive shares of any other entity in consideration of their shares in the Company, then the Lenders shall be entitled to elect to receive, in lieu of the additional consideration, such shares of the other entity that are received by such shareholders of the Company, the number of which shall be the amount of additional consideration payable to the Founders pursuant to Section 1.3(a) (such Lenders, net of any amount remitted on account of tax withholding on the amount of additional consideration payable pursuant to this Section 1.3(b)consideration, divided by the “Additional Consideration”): (i) On the one-year anniversary value of the Closing Date, for each one share of Company Common Stock owned by a Founder as such other entity, used for the calculation of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued the other entity delivered to such Founder within 10 Business Days following the date of such termination. (ii) On the two-year anniversary shareholders of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior (taking into account the shares deliverable to the Closing (as set forth on Lenders). The Lenders may notify the Spreadsheet), Acquirer shall issue to such Founder that number Company of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock their election pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 in writing no later than five Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary Exit Event, and in such event the Company shall procure that such shares are delivered to the Lenders upon consummation of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all Exit Event. 21.6. The discharge of the outstanding shares of Company Common Stock (Loan Obligations, whether on the “Company Spin-Off”) to a third party that is Final Settlement Date or in prepayment, shall not an Affiliate of Acquirer (affect the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing entitlement of the Company Spin-Off (a “Company Sale”)Lenders to receive the additional consideration pursuant to this Section ‎21, then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary provisions of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b)‎21, except that instead together with any other general provision of shares of Acquirer Common Stockthis Agreement, shall survive such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closingdischarge.

Additional Consideration. In addition to Following the consideration payable to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”): (i) On the one-year anniversary satisfaction of the Closing DateDistribution Threshold, for each share Purchaser shall not make any additional distributions to any of Company Common Stock owned by a Founder as of immediately prior its equityholders until Purchaser has made aggregate payments to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock Seller equal to the Milestone 1 Per Share Stock Maximum Additional Consideration; provided that such shares . In the event the Distribution Threshold has been satisfied, whether as a result of Acquirer Common Stock a direct or indirect sale of Purchaser by its equityholders (or similar transactions) or otherwise, Purchaser shall only be issued cause an amount equal to a Founder if such Founder continues the Maximum Additional Consideration to be employed paid to Seller within ten (10) Business Days of such sale by wire transfer of immediately available funds to such account as Seller may designate to Purchaser in advance in writing. Within thirty (30) days following each calendar year, Purchaser will provide Seller with written notice of (a) the amount of the payments and distributions made in respect of the equity of Purchaser since the Closing through the most recently completed calendar year, (b) the amount of capital contributions made by the Post-Closing Employer on the one-year anniversary JFL Entities in respect of the equity of Purchaser or JFL-GMG Partners, LLC or any of its Subsidiaries since the Closing Date through the most recently completed calendar year, (c) the clawback of any amounts previously paid by Purchaser or its Affiliates to the JFL Entities and (d) the amount, if such Founder is not employedany, then no shares remaining for the Distribution Threshold to be satisfied. Purchaser shall promptly, and in any event within five (5) Business Days, notify Seller of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall any dividend recapitalization or the consummation of a sale that results in payments or proceeds that will be issued to such Founder)counted in determining whether the Distribution Threshold has been satisfied; provided, however, if that any such Founder’s employment is terminated by notice regarding a sale shall not be required to provide any details regarding such sale other than (i) the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reasonstructure of the sale, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (ii) On the two-year anniversary aggregate proceeds of the Closing Datesale, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance amount of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) proceeds directly or indirectly paid to the other Founders. equity holders of Purchaser and the JFL Entities and (iv) In the event amount, if any, remaining for the Distribution Threshold to be satisfied. Purchaser will cause the JFL-GMG Partners LLC Agreement to provide (a) that after the Closing distributions by JFL-GMG Partners, LLC to its equityholders will be subject to compliance with this Section 6.20, and prior JFL-GMG Partners, LLC will provide Purchaser with information necessary to the one-year anniversary or two-year anniversary of the Closing Date, as applicablecomply with Section 6.20, (Ab) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock for a prohibition on transactions with controlled Affiliates that are not on an arms-length basis and (the “Company Spin-Off”c) to that Seller will be a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation beneficiary of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closingprovisions.

Additional Consideration. In addition (a) Following the Closing, the Company shall conduct its business in accordance with the budget and expense structure previously agreed between the Buyer and the Company and summarized on Schedule 1.6(a) (the “Business Plan”). The Chief Operating Officer of the Buyer shall have the right to adjust the Business Plan in good faith based on the interim results of the Company or in light of the business of the Buyer as a whole, it being understood that after the Closing Date the business of the Company will be controlled by, and subject to the consideration payable overall management of, the Buyer. The Company acknowledges that as of the date hereof, all of the products (including intellectual property) necessary for the Business Plan have either been developed by the Company or are under development by the Company and can be developed in their entirety with the employees of the Company and its Subsidiaries existing as of the Closing Date and in accordance with the Business Plan. (b) If, for the period commencing on the Closing Date and ending on June 30, 2004, the Company achieves both Revenue and Operating Income on a level set forth on Schedule 1.6(b) (a “Dual Achievement Level”), then, subject to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to provisions of this Section 1.3(b1.6, the Buyer shall deliver to the Company Stockholders their pro rata portion of the number of Contingent Shares corresponding to the Dual Achievement Level (with no cumulative benefit for any lower level). (c) No later than August 15, 2004, the Buyer shall prepare (or cause to be prepared) and deliver to the Stockholder Representatives, a calculation of Revenue and Operating Income and a related calculation of the number, if any, of the Contingent Shares issuable in accordance with Section 1.6(b), together with any documentation as may be reasonably necessary to enable the “Additional Consideration”):Stockholder Representatives to assess such calculation. After receipt of the calculation of the Revenue and Operating Income from the Buyer, the Stockholder Representatives shall have the right, at the expense of the Stockholder Representatives and upon not less than five days’ prior notice to the Buyer, to meet with the Buyer to discuss the Buyer’s calculation and have reasonable access during normal business hours to inspect the records and working papers relating to the calculation of such Revenue and Operating Income and in each case solely for the purpose of verifying the calculation amount of Revenue and Operating Income hereunder. Unless the Stockholder Representatives challenge the Buyer’s determination of Revenue or Operating Income within 30 days after delivery of the calculation, the Buyer’s determination shall be conclusive and binding for all purposes of this Agreement. Notwithstanding any other provision of this Agreement, the Stockholder Representatives shall have all the rights and powers of the Company Stockholders and the remedies available to the Company Stockholders to enforce the obligations of the Buyer under this Agreement including, without limitation, the provisions of this Section 1.6. (d) In the event that the Stockholder Representatives dispute the Buyer’s determination of Revenue or Operating Income, or there is a dispute with regard to any other provision of this Section 1.6, they shall so notify the Buyer by delivering an Earn-Out Dispute Notice to the Buyer. With respect to disputes regarding the Buyer’s determination of Revenue or Operating Income, the Stockholder Representatives shall deliver the Earn-Out Dispute Notice within 30 days after delivery by the Buyer of the Buyer’s written calculation of Revenue and Operating Income. In the event of such a dispute, the Buyer and the Stockholder Representatives shall first use diligent good faith efforts to resolve such dispute among themselves. If they are unable to resolve the dispute within 30 calendar days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the Earn-Out Arbitrator. (i) On the one-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed All determinations by the PostEarn-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock Out Arbitrator pursuant to this Section 1.3(b)(iparagraph (d) shall be issued in writing and shall be delivered to such Founder); provided, however, if such Founder’s employment is terminated the parties. The determination by the PostEarn-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then Out Arbitrator to the number resolution of shares any dispute shall be binding and conclusive upon the parties. A judgment of Acquirer Common Stock issuable under the determination made by the Earn-Out Arbitrator pursuant to this Section 1.3(b)(iparagraph (d)(i) shall nevertheless may be issued to such Founder within 10 Business Days following the date of such terminationentered into and enforced by any court having jurisdiction thereover. (ii) On the two-year anniversary The fees and expenses of the Closing Date, for each share Earn-Out Arbitrator in connection with the resolutions of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock disputes pursuant to this Section 1.3(b)(iiparagraph (d) shall be issued shared equally by the Stockholder Representatives on the one hand and the Buyer on the other, provided that, if the Earn-Out Arbitrator determines that one party has adopted a position(s) that is frivolous or clearly without merit, the Earn-Out Arbitrator may, in its discretion, assign a greater portion of such fees and expenses to such Founderparty. (e) The Company and the Company Stockholders agree and acknowledge that, subject to Section 1.6(a); provided, howeverthe Buyer may make from time to time such business decisions as it deems appropriate in the conduct of the Buyer’s and business, including actions that may have an impact on Revenue or Operating Income, and the Company and the Company Stockholders will have no right to claim any lost earn-out or other damages as a result of such decisions so long as the actions were not taken by the Buyer in bad faith for the principal purpose of frustrating the provisions of this Section. (f) Notwithstanding any other provision of this Agreement, if (i) the Buyer has made a claim(s) for indemnity pursuant to Article VI or Article VII, (ii) such Founder’s employment is terminated claim(s) have not been paid in full by the Post-Closing Employer without Cause Indemnifying Stockholders or such Founder terminates his otherwise resolved on the date any Contingent Shares would otherwise be due to the Indemnifying Stockholders and (iii) in the good faith estimation of the Buyer, the aggregate amount of any unpaid or her employment unresolved claim for Good Reasonindemnity exceeds the amount of any remaining portion of the Applicable Escrow Fund, then the number Buyer may retain a portion of shares the Contingent Shares otherwise due to the Indemnifying Stockholders in excess of Acquirer the remaining portion of the Applicable Escrow Fund necessary to satisfy the amount of any indemnification obligation as provided in Article VI or Article VII below. For the purposes of this Section 1.6(f), the value of a Contingent Share shall be $7.677 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock issuable since the date of this Agreement). Upon the resolution of any claim for indemnity that was subject to a hold back under this Section 1.3(b)(ii) Article I, the Buyer shall nevertheless be issued to release the amount held back from such Founder claim within 10 Business Days following business days after the date of such termination. resolution and shall (iiii) For retain such portion (if any) of such amount as the avoidance Buyer is entitled to receive pursuant to the resolution of doubtsuch claim of indemnity, which shall release the termination Indemnifying Stockholders of one Founder’s employment any obligation to pay such amount to the Buyer under Article VI or Article VII and shall have no bearing on release the right Buyer of shares of Acquirer Common Stock issuable its obligation to pay any such amount to the Indemnifying Stockholders under this Section 1.3(bArticle I, as the case may be and (ii) pay to the other Founders. Indemnifying Stockholders the remaining portion (ivif any) In of such amount. Nothing herein shall limit the event that after obligations of the Closing and prior Indemnifying Stockholders to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as Buyer set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the ClosingArticle VI and Article VII hereof.

Additional Consideration. In addition to At and after the consideration payable to Closing, the Founders pursuant to Section 1.3(a) (such LOT 6 Shareholder will be eligible for payment of all or a portion of the additional consideration payable pursuant to this Section 1.3(b), in the form of a note and common stock (the “Additional Consideration”):) pursuant to the terms of this Section 1.2. WEBXU will calculate the portion, if any, of the Additional Consideration earned based as follows: (a) At Closing, WEBXU shall deliver a note payable to LOT 6 Shareholder in the amount of Five Million Dollars ($5,000,000) payable no later than six (6) months after the Closing in a form attached hereto as Exhibit B (the “Note”). WEBXU agrees to notify LOT 6 Shareholder at least seven (7) days in advance of its intention to make payment on this Note. LOT 6 Shareholder shall have no later than seven (7) days from the date of such notice to notify WEBXU that it wishes to be paid a portion of the Note Amount not to exceed fifty percent (50%) of the Note Amount in common stock of WEBXU. To calculate the number of shares to be provided in lieu of cash, WEBXU and LOT 6 Shareholder agree that the price of each share of common stock of WEBXU shall be set at the volume weighted average price of the common stock of WEBXU traded on the Trading Market on which WEBXU’s common stock is then listed or quoted as reported by Bloomberg L.P. averaged over the twenty trading days immediately prior to issuance of the common stock (“Average VWAP”). The Company shall not be required to issue certificates representing fractional shares. In the event that WEBXU fails to pay the Note in full by the maturity date, then LOT 6 Shareholder’s sole remedy in such event, unless otherwise expressly agreed upon by both parties, shall be to request rescission of the entire transaction, in which event LOT 6 Shareholder shall surrender to WEBXU all Shares received hereunder and WEBXU shall surrender to ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (▇) In the event that WEBXU fails to pay the Note in full within the time frames set forth below, then WEBXU shall issue and promptly deliver to LOT 6 Shareholder the following additional Shares of WEBXU common stock: (i) On If the one-year anniversary Note is not paid in full within thirty (30) days of Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued one million (1,000,000) additional Shares of common stock of WEBXU; (ii) If the Closing DateNote is not paid in full within sixty (60) days of Closing, for each share then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued one million (1,000,000) additional Shares of Company Common Stock owned by a Founder as common stock of immediately prior to WEBXU; (iii) If the Note is not paid in full within ninety (90) days of Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued seven hundred fifty thousand (750,000) additional Shares of common stock of WEBXU; and (iv) If the Note is not paid in full within one hundred twenty (120) days of Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued seven hundred fifty thousand (750,000) additional Shares of common stock of WEBXU. (c) For the first 12 months from Closing (as set forth on the Spreadsheet“First Year Measurement Period”), Acquirer any Additional Consideration shall issue to such Founder that number of shares of Acquirer Common Stock be calculated as follows: (i) If the Net Income on a GAAP basis for LOT 6 for the first twelve (12) months from Closing is equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employedor greater than $3,000,000, then no shares LOT 6 Shareholder shall earn Additional Consideration of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination$5,000,000. (ii) On LOT 6 Shareholder shall also earn Additional Consideration of two times the two-year anniversary of amount by which the LOT 6’s Net Income on a GAAP basis for the first twelve (12) months from Closing Date, for each share of Company Common Stock owned by exceeds $4,500,000 (the “First Year Floor”). If LOT 6 Net Income on a Founder as of immediately prior to GAAP basis exceeds the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employedFirst Year Floor, then no shares of Acquirer Common Stock the maximum Additional Consideration that can be earned pursuant to this Section 1.3(b)(iisubsection (ii) shall be issued to such Founder); provided, however, if such Founder’s employment during the First Year Measurement Period is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination$7,500,000. (iii) For Any Additional Consideration earned for the avoidance First Measurement Period shall be payable within 60 days from the end of doubtthe First Year Measurement Period. Upon notice from WEBXU that such Additional Consideration has been earned, the termination LOT 6 Shareholder will have an option for one (1) week to take up to 50% of one Founder’s employment shall have no bearing on the right of this Additional Consideration in shares of Acquirer Common Stock issuable under this Section 1.3(b) to common stock of WEBXU priced at the other FoundersAverage VWAP. (ivd) For the second 12 months from Closing (the “Second Year Measurement Period”), any Additional Consideration shall be calculated as follows: (i) If the Net Income on a GAAP basis for LOT 6 for the second twelve (12) months from Closing is equal to or greater than $5,000,000, then LOT 6 Shareholder shall earn Additional Consideration of $4,000,000. (ii) LOT 6 Shareholder shall also earn Additional Consideration of two times the amount by which the LOT 6’s Net Income on a GAAP basis for the second twelve (12) months from Closing exceeds $6,000,000 (the “Second Year Floor”). If LOT 6 Net Income on a GAAP basis exceeds the Second Year Floor, then the maximum Additional Consideration that can be earned pursuant to this subsection (ii) during the Second Year Measurement Period is $7,500,000. (iii) Any Additional Consideration shall be payable within 60 days from the end of the Second Year Measurement Period. Upon notice from WEBXU that such Additional Consideration has been earned, LOT 6 Shareholder will have an option for one (1) week to take up to 50% of this Additional Consideration in shares of common stock of WEBXU priced at the Average VWAP. (e) Within forty five (45) days of Closing, WEBXU shall provide Lot 6 Shareholder with a final calculation of the Net Working Capital balance (as defined in Section 2.8) as of Closing. WEBXU shall promptly thereafter deliver an interest-free promissory note to Lot 6 Shareholder in the amount of the final Net Working Capital balance. The terms of the note, including the length of time for repayment, shall be negotiated in good faith by the parties with the understanding that the amount and timing of principal payments shall be reasonable in light of the then current economics of the Lot 6 Media, with payment in full due no later than seven (7) months after the Closing Date or upon payment of the Note, whichever is sooner. In the event that after additional working capital shall be necessary for the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”)business, then as a condition to the consummation of such Company Sale, Acquirer parties agree that any additional sums advanced for working capital shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, repaid on the same terms and as set forth the Net Working Capital. WEBXU shall notify Lot 6 Shareholder in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either writing at least one (1) issue week before making any payment on the note of its intention to make payment. LOT 6 Shareholder will have an option for one (1) week to take in lieu of cash up to 50% of the Company Shareholders a number of note in shares of such third party’s capital common stock or (2) pay cash, of WEBXU priced at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the ClosingAverage VWAP.

Additional Consideration. In addition Tube Media will provide Affiliate grants of common stock on the terms and conditions as expressly set forth in the Securities Issuance Agreement (the form of which is attached hereto as Exhibit 3), which shall contain provisions as follows: (a) Within ten (10) days after the execution of the Agreement, Tube Media will issue to Affiliate [XXXXX]* shares of common stock of Tube Media. (b) Tube Media will issue to Affiliate additional shares of common stock at the rate of [XXXXX]* shares of Tube Media common stock for each eleven million (11,000,000) TV Households (or pro rata portion if less than eleven million (11,000,000) TV Households) that first receive the Service as a result of a launch of the Service on a Station pursuant to the consideration payable to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”): (i) On the one-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder)Agreement; provided, however, if such Founder’s employment is terminated by that TV Households that receive the Post-Closing Employer without Cause or such Founder terminates his or her employment Service in DMAs with fewer than one hundred thousand (100,000) TV Households shall not be included in the calculation of “TV Households” solely for Good Reason, then purposes of this paragraph 2(b). A schedule of TV Households in current Affiliate DMAs and the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless common stock to be issued to such Founder within 10 Business Days following twenty (20) days after launch of the date of such terminationService in each Affiliate DMA is set forth in Exhibit 2 hereto. (iic) On In the two-year anniversary event Affiliate launches the Service on any Acquired Station, or on an Affiliate Broadcast Television station in the New Orleans DMA, Tube Media shall issue additional shares of Tube Media common stock to Affiliate at the same ratio and subject to the same restrictions set forth in paragraph 2(b) above, in each case, within twenty (20) days after the launch of the Closing DateService on such Acquired Station or on such Affiliate Broadcast Television station in the New Orleans DMA, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder)case may be; provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number that in no event shall more than an aggregate of [XXXXX]* shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued pursuant to such Founder within 10 Business Days following the date of such terminationthis paragraph 2. (iiid) For All shares issued to Affiliate hereunder will be duly authorized, and when issued hereunder, will be validly issued, fully paid and non-assessable. The shares will not be registered under the avoidance Securities Act of doubt1933, the termination of one Founder’s employment as amended. All such shares shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) be issued pursuant to the other Founders.Securities Issuance Agreement in the form attached hereto as Exhibit 3. With respect to the issuance of any securities hereunder, Affiliate represents and warrants that it is an accredited investor, as such term is defined in Regulation D of the Securities and Exchange Act and that the Affiliate has such knowledge and experience in financial, investment and business matters so as to be capable of evaluating the merits and risks of the proposed investment. Affiliate hereby agrees to execute such documents as may be reasonably necessary and appropriate, and as requested by Tube Media, to permit compliance with state and federal securities laws. Affiliate is hereby granted piggyback registration rights with respect to all shares issued hereunder. * Filed under an application for confidential treatment. 1451 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ , ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇. Reardon (ive) In Tube Media represents and warrants that Exhibit 4 hereto sets forth the event that after the Closing complete capitalization of Tube Media, including a listing of all outstanding equity securities, securities convertible into or exchangeable for equity securities, and prior any outstanding rights to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of purchase such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closingsecurities.

Additional Consideration. In addition (a) If, during the Initial Earn-Out Period, the Buyer achieves Bookings of at least $1,500,000, then, subject to the consideration payable provisions of this Section 1.13, the holder of each Company Share issued and outstanding immediately prior to the Founders Effective Time (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Company Shares held in the Company’s treasury) shall be entitled to receive such number of additional shares of Buyer Common Stock as is equal to the result obtained by dividing (i) $3,000,000 by (ii) the sum of (A) the number of outstanding Company Shares immediately prior to the Effective Time and (B) the number of Common Shares issuable upon exercise of all Options and Warrants vested or exercisable, as the case may be, immediately prior to the Effective Time, but excluding the Common Shares issuable due to the acceleration of the Retained Employee Double Trigger Options pursuant to Section 1.3(a4.12, and dividing such amount by (iii) the average of the last reported sale prices per share of the Buyer Common Stock on the Nasdaq National Market over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the issuance of such Buyer Common Stock (the “Initial Earn-out Share Conversion Ratio”). The Initial Earn-out Share Conversion Ratio shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the beginning of such ten-day period and the issuance date. (b) If, during the Second Earn-Out Period, the Buyer achieves Bookings of at least $2,000,000, then, subject to the provisions of this Section 1.13, the holder of each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Company Shares held in the Company’s treasury) shall be entitled to receive such number of additional consideration payable shares of Buyer Common Stock as is equal to the result obtained by dividing (i) $1,500,000 by (ii) the sum of (A) the number of outstanding Company Shares immediately prior to the Effective Time and (B) the number of Common Shares issuable upon exercise of all Options and Warrants vested or exercisable, as the case may be, immediately prior to the Effective Time, but excluding the Common Shares issuable due to the acceleration of the Retained Employee Double Trigger Options pursuant to Section 4.12, and dividing such amount by (iii) the average of the last reported sale prices per share of the Buyer Common Stock on the Nasdaq National Market over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the issuance of such Buyer Common Stock (the “Second Earn-out Share Conversion Ratio”). The Second Earn-out Share Conversion Ratio shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the beginning of such ten-day period and the issuance date. (c) If, during the Full Earn-Out Period, the Buyer achieves Bookings of at least $7,000,000, then, subject to the provisions of this Section 1.3(b)1.13, the holder of each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Company Shares held in the Company’s treasury) shall be entitled to receive such number of additional shares of Buyer Common Stock as is equal to the result obtained by dividing (i) the Applicable Consideration Amount by (ii) the sum of (A) the number of outstanding Company Shares immediately prior to the Effective Time and (B) the number of Common Shares issuable upon exercise of all Options and Warrants vested or exercisable, as the case may be, immediately prior to the Effective Time, but excluding the Common Shares issuable due to the acceleration of the Retained Employee Double Trigger Options pursuant to Section 4.12, and dividing such amount by (iii) the average of the last reported sale prices per share of the Buyer Common Stock on the Nasdaq National Market over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the issuance of such Buyer Common Stock (the “Additional ConsiderationFull Earn-out Share Conversion Ratio”):). The Full Earn-out Share Conversion Ratio shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the beginning of such ten-day period and the issuance date. (d) No later than (i) April 15, 2004 with respect to the Initial Earn-out Period, (ii) July 15, 2004 with respect to the Second Earn-out Period and (iii) April 15, 2005 with respect to the Full Earn-out Period, Buyer shall prepare (or cause to be prepared) and deliver to the Indemnification Representatives, a calculation of the Bookings for the Initial Earn-out Period, the Second Earn-out Period and the Full Earn-out Period, as the case may be, and a statement of the total number, if any, of the Initial Earn-out Shares, Second Earn-out Shares and the Full Earn-out Shares, as the case may be, issuable based on such Bookings, together with any documentation as may be reasonably necessary to enable the Indemnification Representatives to assess such calculation. After receipt from the Buyer of the calculation of the Bookings for each of the Initial Earn-out Period, the Second Earn-out Period and the Full Earn-out Period, as applicable, the Indemnification Representatives shall have the right, at the expense of the Company Stockholders, and upon not less than ten (10) days’ prior notice to the Buyer, to meet with the Buyer to discuss the Buyer’s calculation and have reasonable access during normal business hours to inspect the records and working papers relating to the calculation of such Bookings and in each case solely for the purpose of verifying the calculation of the Bookings hereunder. Unless the Indemnification Representatives challenge the Buyer’s determination of the Bookings within ten (10) days after delivery of the calculation of the Bookings for each of the Initial Earn-out Period, the Second Earn-out Period and the Full Earn-out Period, as applicable, the Buyer’s determination shall be conclusive and binding for all purposes of this Agreement. (e) In the event that the Indemnification Representatives dispute the Buyer’s determination of the Bookings for the Initial Earn-out Period, the Second Earn-out Period or the Full Earn-out Period, as applicable, or there is a dispute with regard to any other provision of this Section 1.13, the Indemnification Representatives shall so notify the Buyer by delivering an Earn-Out Dispute Notice to the Buyer. With respect to disputes regarding the Buyer’s determination of the Bookings, the Indemnification Representatives shall deliver the Earn-Out Dispute Notice within ten (10) days after delivery by the Buyer of the Bookings calculation for the Initial Earn-out Period, the Second Earn-out Period or the Full Earn-out Period, as applicable. In the event of such a dispute, the Buyer and the Indemnification Representatives shall first use diligent good faith efforts to resolve such dispute among themselves. If they are unable to resolve the dispute within thirty (30) days after the delivery of such Earn-Out Dispute Notice, then the dispute shall be submitted to the Earn-Out Arbitrator for determination in accordance with the Commercial Rules in effect from time to time and the following provisions. (i) On In the one-year anniversary event of any conflict between the Closing DateCommercial Rules in effect from time to time and the provisions of this Agreement, for each share the provisions of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer this Agreement shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only prevail and be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such terminationcontrolling. (ii) On Not later than thirty (30) days after the two-year anniversary conclusion of the Closing Datearbitration hearing, for each share of Company Common Stock owned by a Founder as of immediately prior the Earn-out Arbitrator shall prepare and distribute to the Closing (as set parties a writing setting forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to Bookings for the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed applicable period and the Earn-out Arbitrator’s reasons therefor. Any decision rendered by the PostEarn-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) out Arbitrator shall be issued final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to such FounderSection 10.11); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment The Earn-out Arbitrator shall have no bearing on power or authority, under the right Commercial Rules or otherwise, to (x) modify or disregard any provision of shares this Agreement, including the provisions of Acquirer Common Stock issuable under this Section 1.3(b1.13(e), or (y) to address or resolve any issue not submitted by the other Foundersparties. (iv) The fees and expenses of the Earn-Out Arbitrator in connection with the resolutions of disputes pursuant to this paragraph (e) shall be shared equally by the Company Stockholders on the one hand and the Buyer on the other, provided that, if the Earn-Out Arbitrator determines that one party has adopted a position(s) that is frivolous or clearly without merit, the Earn-Out Arbitrator may, in its discretion, assign a greater portion of such fees and expenses to such party. (f) In order to support and facilitate the attainment of Bookings, the Buyer agrees, through the term of the Full Earn-out Period, to maintain four (4) fully dedicated sales personnel (provided, however that through March 31, 2004 the Buyer shall maintain five (5) fully dedicated sales personnel) and that 16 of the Buyer’s other sales personnel will be trained, at least once a calendar quarter, to sell the Products and Services. All of the Buyer’s sales personnel shall be compensated on the same basis for the sale of the Products and Services as such personnel are compensated for the sale of the Buyer’s other products and services. Buyer agrees that the price for the sale by the Buyer or any of its Affiliates of any single node of the Products and Services shall be at a price of at least $1,000. All sales of Products and Services for more than a single node shall be sold with discounts off of list price that are consistent with the discounts off of list price offered by the Buyer in the sales of its other similar products and services. Buyer shall offer the Products and Services to potential partners for redistribution at substantially similar pricing discounts as it offers its other similar products to these partners. In the event that after the Closing and prior to the one-year anniversary or two-year anniversary Buyer is in material breach of any of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as covenants set forth in this Section 1.3(b)1.13(f) and does not cure such breach within thirty (30) days after notice from the Indemnification Representatives, except that instead of shares of Acquirer Common Stock, such third party the Buyer shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election Stockholders all of the Future Acquiring Party, Earn-Out Shares issuable with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, respect to those Earn-out Periods that have not expired as of the Closingdate of such material breach. (g) Except as provided in Section 1.13(f) above, the Company agrees and acknowledges that the Buyer may make from time to time such business decisions as it deems appropriate in the conduct of the Buyer’s business, including actions that may have an impact on Bookings, and the Company Stockholders will have no right to claim any lost earn-out or other damages as a result of such decisions so long as the actions were not taken by the Buyer in bad faith for the principal purpose of frustrating provisions of this Section. (h) The applicable Earn-out Shares shall be issued within five (5) days after (i) the expiration of the ten (10) day period for giving an Earn-out Dispute Notice, if no Earn-out Dispute Notice is given, or (ii) the resolution of the applicable Earn-out Dispute pursuant to this Section 1.13. (i) No certificates or scrip representing fractional Earn-out Shares shall be issued to Company Stockholders, and such Company Stockholders shall not be entitled to any voting rights, rights to receive any dividends or distributions or other rights as a stockholder of the Buyer with respect to any fractional Earn-out Shares that would have otherwise been issued to such Company Stockholders. In lieu of any fractional Earn-out Shares that would have otherwise been issued, each Company Stockholder that would have been entitled to receive a fractional Earn-out Share shall receive a cash payment equal to the closing price per share of the Buyer Common Stock on the Nasdaq National Market, as reported by Nasdaq, on the business day immediately preceding the issuance of such Earn-out Share, multiplied by the fraction of a share that such Company Stockholder would otherwise be entitled to receive. In the event the Buyer is acquired prior to the expiration of the Full Earn-out Period, then after the date of any such acquisition, in lieu of receiving shares of Buyer Common Stock under this Section 1.13, the Company Stockholders shall be entitled to receive as consideration, to the extent Earn-Out Shares are earned hereunder, the kind and amount of securities, cash or other property which the Company Stockholders would have been entitled to receive pursuant to such acquisition if such Earn-out Shares had been issued immediately prior to such acquisition, which consideration, in the case of securities, shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting such securities between the date of such acquisition and the issuance date.

Additional Consideration. In addition (a) As additional consideration and in exchange for the Shares, with respect to each of the Fiscal Years ending on December 31, 2001 and December 31, 2002, Purchaser shall distribute to the consideration payable Shareholders on each Distribution Date (as defined below) the number of Parent Shares and cash equal to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”): . For the purposes of this SECTION 2.4, "ADDITIONAL CONSIDERATION" shall mean the number of Parent Shares equal to the number determined by DIVIDING (i) On the oneapplicable dollar amount set forth opposite the applicable EBITDA amount for such Fiscal Year as reflected on EXHIBIT C hereto (the "EARN-year anniversary of OUT DOLLAR AMOUNT") by (ii) the Closing Date, for each share of Company Common Average Stock owned by a Founder as of immediately Price on the date that is two trading days prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing applicable Distribution Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founderthe "DISTRIBUTION STOCK PRICE"); providedPROVIDED, howeverHOWEVER, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (ii) On the two-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicablethat, (A) Acquirer sells, transfers or assigns all if the Distribution Stock Price is less than eighty percent (80%) of the outstanding shares Signing Stock Price, then the Distribution Stock Price shall be deemed to be eighty percent (80%) of Company Common the Signing Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) Price and (B) both if the Founders become employed by the Future Acquiring Party upon the closing Distribution Stock Price is greater than one hundred thirty percent (130%) of the Company Spin-Off (a “Company Sale”)Signing Stock Price, then as a condition to the consummation of such Company Sale, Acquirer Distribution Stock Price shall require that such third party agree be deemed to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, one hundred thirty percent (x130%) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Signing Stock Price. In lieu of delivering Additional Consideration if in the Company Sale occurs after the one-year anniversary prior to the two-year anniversary form of the Closing DateParent Shares, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue Purchaser shall pay any portion of the Additional Consideration payable to the Company Non-Accredited Shareholders a number of shares of such third party’s capital stock or in cash and (2) Purchaser may elect to pay the remaining Additional Consideration, or any portion thereof, in cash; PROVIDED, at HOWEVER, that, to the election extent Purchaser pays cash in lieu of Parent Shares and the Distribution Stock Price is less than eighty percent (80%) of the Future Acquiring Party, with an equivalent value the Milestone 1 Signing Stock Consideration Price or the Milestone 2 Stock Consideration, as applicable, as greater than one hundred thirty percent (130%) of the ClosingSigning Stock Price, then, in lieu of paying the applicable Earn-Out Dollar Amount, Purchaser shall pay an amount in cash equal to the value of the Parent Shares it would have been obligated to deliver pursuant to the previous sentence. Earn-Out Dollar Amounts between levels specified on EXHIBIT C shall be determined as provided thereon.

Additional Consideration. (a) In addition the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the consideration payable to Termination Fee (as defined in and in accordance with the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(bMerger Agreement), the “Additional Consideration”): (i) On the one-year anniversary of the Closing Dateeach Family Stockholder shall pay to Riverwood, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheet)demand, Acquirer shall issue an amount equal to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer Family Stockholder's pro rata share (based on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of subject shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to held by such Founder within 10 Business Days following stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of (I) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (II) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (iib) On For purposes of this Section 4.8, the two-year anniversary "PROFIT" of the Closing DateFamily Stockholders, for each share collectively, from any Business Combination shall equal (I) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of Company Common Stock owned by a Founder the consummation of the Business Combination PLUS (II) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination MINUS (III) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (X) the day immediately prior to date of the Merger Agreement or (Y) the day immediately prior to the Closing date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as set forth on defined in the SpreadsheetMerger Agreement), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the whichever date of such terminationdetermination yields a lower Fair Market Value. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (ivc) In the event that after the Closing and (I) prior to the one-year anniversary or two-year anniversary Effective Time, a Superior Proposal shall have been made and (II) the Effective Time of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all Merger shall have occurred and Riverwood for any reason shall have increased the amount of the outstanding Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of Company the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the “Company SpinFair Market Value of any non-Off”cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed nationally recognized independent investment banking firm mutually agreed upon by the Future Acquiring Party upon the closing parties within 10 business days of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation event requiring selection of such Company Salebanking firm; PROVIDED, Acquirer shall require HOWEVER, that such third party if the parties are unable to agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following two business days after the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior event as to the one-year anniversary investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; PROVIDED FURTHER, that the fees and expenses of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Datesuch investment banking firm shall be borne equally by Riverwood, on the terms one hand, and as set forth in the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (e) Any payment of profit under this Section 1.3(b)4.8 shall (I) if paid in cash, except that instead be paid by wire transfer of shares same day funds to an account designated by Riverwood and (II) if paid through transfer of Acquirer Common Stockfreely tradeable securities, such third party shall either (1) issue to the Company Shareholders a number of shares be paid through delivery of such third party’s capital stock or (2) pay cashsecurities, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closingsuitably endorsed for transfer.

Additional Consideration. In addition to the consideration payable Purchase Price, an ------------------------ amount of up to an additional twenty-five percent (25%) of the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”): sum of (i) On the one-year anniversary Purchase Price plus (ii) the amount of the Debt as of the Closing Date, for each share of Company Common Stock owned Date shall be paid by a Founder as of immediately prior the Buyer to the Closing (Sellers in proportion to their percentage interests in the Company as set forth on the Spreadsheet)Schedule 2.3(a) hereto, Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal pursuant to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer sliding scale shown on the one-year anniversary table below upon the satisfaction of the obligations set forth in the table below (the "Earned Amount"). The Buyer will determine whether all or any portion of the Earned Amount will be paid in the form of cash or Qualified Shares. The obligations which must be met prior to the payment of the Earned Amount shall be the satisfaction of five performance criteria, each of which will make up 20% of the Earned Amount. The determinations of percent payout for each category will be made as of the date which is twelve (12) months after the Closing Date (the "Earned Amount Date"). The five performance criteria are: (a) Retention of existing customers of the Company and if the Subsidiary as provided in the table below, computed using the methodology set forth on Exhibit B; --------- (b) Conversion of existing resold local lines of the Company and the Subsidiary to the Choice One network as provided in the table below; (c) The sale by the Company and the Subsidiary on net facilities based lines, excluding total service resale lines, to existing customers of the Company and the Subsidiary which are sold, installed, and billing at the Earned Amount Date as provided in the table below; (d) The continuous employment of ▇▇▇▇ ▇▇▇▇▇▇ in the role of the regional Vice President for the New England region in accordance with the Employment Contract through the Earned Amount Date except in the event of termination of his employment by Choice One without "Cause" (as such Founder term is not employed, then no shares defined in the Employment Contract) or in the event of Acquirer Common Stock pursuant to this Section 1.3(b)(ihis death; and (e) shall be issued to such Founder); provided, however, if such Founder’s The continuous employment is through the Earned Amount Date as provided in the table below of those management and other employees and consultants of the Company whose names are set forth on Exhibit C hereto (unless terminated by the Post-Closing Employer Buyer without Cause --------- cause). CATEGORY ------------------------------------------------------------------------------------------------------------------- Employees Retention Conversions/1/ New Lines/2/ ▇▇▇▇▇▇ Departures ------------------------------------------------------------------------------------------------------------------- 100% *91.00% *1800 *2000 Stay 3 Completion 80% **91% but* **1800 but* **2000 but* Stay 4 of Percent 88.25% 1687 1875 Payout for 60% **88.25% but **1687 but* **1875 but* Stay 5 Each *85.50% 1575 1750 Category 40% **85.50% but **1575 but* **1750 but* Stay 6 *82.75% 1462 1625 20% **82.75% but **1462 but* **1625 but* Stay Not applicable *80.00% 1350 1500 Total of 25% 5% 5% 5% 5% 5% Earned Amount ------------------------------------------------------------------------------------------------------------------- * = greater than or such Founder terminates his or her employment for Good Reason, then equal to ** = less than Within twenty (20) days after the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (ii) On the two-year anniversary of the Closing Earned Amount Date, for each share of Company Common Stock owned by the Buyer shall give a Founder as of immediately prior to notice (the Closing (as set forth on the Spreadsheet), Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b"Earned Amount Notice") to the other Founders. Sellers, in reasonable detail, setting forth the calculation of the Earned Amount and stating the manner in which it intends to pay the Earned Amount. Within twenty (iv20) In days after receiving the event that after Earned Amount Notice, the Closing and prior Sellers shall deliver to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock Buyer a statement (the “Company Spin-Off”"Objections to Earned Amount") to a third party that is not describing their objections thereto and setting forth in reasonable detail each amount objected to, the amount proposed as an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration adjustment thereto and the Milestone 2 Stock Consideration if basis for such adjustments. If the Company Sale occurs prior Sellers do not deliver the Objections to Earned Amount as provided above, they shall be deemed to have accepted the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and Earned Amount as set forth in this Section 1.3(b)the Earned Amount Notice, except that instead which shall be final and binding on them. If the Sellers deliver the Objections to Earned Amount as provided above, the Buyer and the Sellers together shall use reasonable efforts to resolve any such objections, but if they do not reach a final resolution within twenty (20) days after the date of shares delivery of Acquirer Common Stockthe Objections to Earned Amount as to all amounts in dispute, any remaining objections shall be resolved by arbitration in accordance with the rules then in effect of the American Arbitration Association by three arbitrators, all of whom shall be certified public accountants with any of the "big five" public accounting firms which are not currently engaged by any of the parties hereto, appointed pursuant to such third party rules. The arbitration shall either (1) issue be held in Boston, Massachusetts and shall involve a reasonable amount of discovery according to limits to be established by the Company Shareholders a arbitrators. The determination of such arbitrators shall be final and binding upon the parties. __________________________ 1 If the aggregate number of shares of such third party’s capital stock conversions plus new lines is 4,500 or (2) pay cashmore, at then the election of the Future Acquiring Party, entire Earned Amount with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closingrespect to "Conversions" and "New Lines" shall be deemed earned.

Additional Consideration. In addition If at any time after the date hereof and prior to the consideration payable to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”): (i) On the one-one year anniversary of the Closing Date, for each share date hereof Motient directly or indirectly acquires additional interests in MSV (or its successors) from a party who is a limited partner of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth MSV on the Spreadsheetdate hereof (a "Subsequent MSV Purchase"), Acquirer shall Motient will make a capital contribution to Sub which will issue to such Founder that Columbia as additional consideration hereunder (the "Additional Consideration") for the purchase of the Blocker Corp Shares, a number of shares of Acquirer Motient Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such product of (i) the number of MSV limited partnership units held by Blocker Corp immediately prior to the Closing, multiplied by (ii) a fraction, the numerator of which is the number of Blocker Corp Shares acquired by Sub hereunder and the denominator of which is the number of issued and outstanding shares of Acquirer Blocker Corp Common Stock as of the Closing, multiplied by (iii) the difference between (x) the number of shares of Motient Common Stock issued in the Subsequent MSV Purchase in exchange for each MSV limited partnership unit directly or indirectly acquired in such Subsequent MSV Purchase and (y) the product of (A) the number of Motient Shares, multiplied by (B) a fraction, the numerator of which is the number of shares of Blocker Corp Common Stock issued and outstanding as of the Closing and the denominator of which is the product of the number of Blocker Corp Shares purchased by Sub at Closing and the number of MSV limited partnership units owned by Blocker Corp as of the Closing; provided, that if the number in clause (y) above shall be equal to or greater than the number in clause (x), no additional shares of Motient Common Stock shall only be issued issuable to a Founder if such Founder continues Columbia pursuant to this Section 4.4. Any shares of Motient Common Stock issuable pursuant to this Section 4.4 shall be employed entitled to piggyback registration rights granted pursuant to the Registration Rights Agreement by and among Motient, Sub, Columbia and the Post-Closing Employer on the one-year anniversary other parties thereto dated as of the Closing Date date hereof (and the "Rights Agreement"), a form of which is attached as Exhibit B hereto. Notwithstanding the foregoing, if such Founder is not employed, then no the issuance of shares of Acquirer Motient Common Stock pursuant to this Section 1.3(b)(i) shall be issued 4.4 would require Columbia or any affiliate of Columbia to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (ii) On the two-year anniversary of the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately obtain regulatory approval prior to the Closing (receiving such shares, such issuance will not occur if and until such time as set forth on the Spreadsheet), Acquirer shall issue such regulatory approval has been obtained. Columbia hereby agrees and acknowledges that no Additional Consideration is owed to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock it pursuant to this Section 1.3(b)(ii) shall be issued 4.4 due to such Founder); provided, however, if such Founder’s employment is terminated the transactions contemplated by the Post-Closing Employer without Cause Merger Agreement or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such termination. (iii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other FoundersStock Purchase Agreements (defined below). (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closing.

Additional Consideration. In addition 6.1 The Buyer hereby covenants with the Partnership Seller that the Buyer shall pay (or shall procure that the relevant member of the Group shall pay on behalf of the Buyer) to the consideration payable Partnership Seller a sum equal to the Founders pursuant to Section 1.3(a) (such Relevant Amount by way of additional consideration payable pursuant for the Interest, if a Disposal occurs within 12 months of Completion or a legally binding agreement (whether conditional or unconditional) is entered into within 12 months of Completion with respect to a Disposal and such Disposal occurs thereafter (a "Relevant Disposal"). The provisions of this Section 1.3(b)Clause 6.1 are subject to the remainder of this Clause 6. 6.2 The Buyer hereby covenants with the Partnership Seller that it shall ensure that: (a) any Relevant Disposal shall be made by way of an agreement in writing, such agreement to provide for completion of such Relevant Disposal to take place, subject to the satisfaction of any conditions, at a specified time and place on a specified date; and (b) in respect of any Relevant Disposal, the “Additional Consideration”): Buyer shall pay (or shall procure that the relevant member of the Group shall pay on behalf of the Buyer) to the Partnership Seller an amount equal to the Relevant Amount within 10 Business Days of the later of (i) On receiving the one-year anniversary consideration in respect of such Relevant Disposal, and (ii) the Relevant Amount being agreed or determined in accordance with the remainder of this Clause 6. 6.3 The Buyer shall notify the Partnership Seller within 10 Business Days of it or any member of the Closing Date, for each share Group entering into a legally binding agreement in respect of Company Common Stock owned by a Founder any Relevant Disposal. 6.4 The Buyer shall give notice of its calculation of the Relevant Amount (or an explanation as of immediately prior to why no Relevant Amount is payable) (the "Disposal Statement") to the Closing (as set forth on Partnership Seller within 10 Business Days of completion of a Relevant Disposal. 6.5 The Partnership Seller shall notify the Spreadsheet)Buyer whether or not it accepts the Disposal Statement within 10 Business Days of receiving it and, Acquirer shall issue to if it does not accept it, the items in the Disposal Statement which it disputes, the basis upon which it disputes such Founder that number of shares of Acquirer Common Stock equal items and the adjustments which it believes should be made to the Milestone 1 Per Share Stock Consideration; provided Disposal Statement together with supporting calculations. The Buyer shall, to the extent reasonably practicable and subject to the Partnership Seller entering into appropriate confidentiality undertakings, provide the Partnership Seller promptly with all reasonably requested information and relevant documents as may be reasonably necessary to enable the Partnership Seller to make such assessment. 6.6 Where the Partnership Seller notifies the Buyer within the period specified in Clause 6.5 that such shares of Acquirer Common Stock it does not accept the Disposal Statement, the Partnership Seller and the Buyer shall only be issued attempt in good faith, to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary reach agreement in respect of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, howeverDisposal Statement and, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued they are unable to such Founder do so within 10 Business Days following receipt by the date Buyer of the notice referred to in Clause 6.5, any outstanding items of dispute (the "Disputed Items") shall be referred to the Reporting Accountants. 6.7 Where the Partnership Seller is satisfied with the Disposal Statement (either as originally submitted by the Buyer or after adjustments agreed between the Partnership Seller and the Buyer) or where the Partnership Seller fails to notify the Buyer of its non-acceptance of the Disposal Statement, the items which it disputes and the basis on which it disputes such items within the 10 Business Day period referred to in Clause 6.5, then the Disposal Statement (incorporating any agreed adjustments) shall be final and binding on the Buyer and the Partnership Seller. 6.8 Where any Disputed Items are referred to the Reporting Accountants under Clause 6.6, the Reporting Accountants shall be engaged by the Partnership Seller and the Buyer on the terms set out in this Clause 6 and otherwise on such terms as shall be agreed between the Partnership Seller, the Buyer and the Reporting Accountants. Subject to entering into appropriate confidentiality undertakings, the Buyer shall, to the extent reasonably practicable, procure that the Partnership Seller, its accountants and, if appointed, the Reporting Accountants be granted reasonable access, at reasonable times and on reasonable notice, to the books and records of the Buyer and the Group so far as they relate to the Relevant Disposal and any other information which may reasonably be required to enable them to agree and/or determine the Disposal Statement. The Partnership Seller, their accountants and the Reporting Accountants shall have the right to take copies of any documents that they reasonably require and shall, to the extent reasonably practicable, have access to the relevant personnel of the Buyer and the Group as they reasonably require in order to enable them to determine and/or agree the Disposal Statement. 6.9 The Reporting Accountants shall determine their own procedure, subject to the following: (a) the Partnership Seller, the Buyer and/or their respective accountants shall each promptly, (and in any event within 20 Business Days of a relevant appointment) submit a written statement on the Disputed Items (together with relevant supporting documents) to the Reporting Accountants for determination and deliver a copy of such termination.written statement and supporting documents to the other parties; (b) following delivery of their respective submissions, the Partnership Seller and the Buyer shall have the opportunity to comment once only (provided that nothing in this sub-clause shall prevent the parties from responding to any requests from the Reporting Accountants under Clause 6.8) on the other party's submissions by written comment delivered to the Reporting Accountants not later than 10 Business Days after the written statement was first submitted to the Reporting Accountants and copied to the other party pursuant to Clause 6.9(a); (c) apart from procedural matters and/or as otherwise set out in this Agreement, the Reporting Accountants shall determine only: (i) whether any of the arguments for an alteration to the Disposal Statement put forward in the written statements submitted under Clause 6.9(a) solely with respect to Disputed Items, is correct in whole or in part; and (ii) On if so, what alterations should be made to the two-year anniversary Disposal Statement in order to correct the relevant inaccuracy in it; (d) the Reporting Accountants shall make their determination pursuant to Clause 6.9(e) within 15 Business Days of the Closing Date, expiry of the 10 Business Day period referred to in Clause 6.9(b) or as soon thereafter as is reasonably possible and such determination shall be in writing and shall be made available for collection by the Buyer and the Partnership Seller at the offices of the Reporting Accountants and shall (unless otherwise agreed by the Buyer and the Partnership Seller) include reasons for each share relevant determination; (e) the Reporting Accountants shall act as experts (and not as arbitrators) in making their determination and their determination of Company Common Stock owned by a Founder as any matter falling within their jurisdiction shall be final and binding on the Buyer and the Partnership Seller save in the event of immediately prior manifest error (when the relevant part of their determination shall be void and the matter shall be resubmitted to the Closing Reporting Accountants by either party for correction as soon as reasonably practicable); (f) the Reporting Accountants shall not be entitled to determine the scope of their own jurisdiction; and (g) the charges and expenses (including VAT) of the Reporting Accountants shall be borne as set forth they shall direct at the time they make any determination pursuant to Clause 6.9(e) or, failing such direction, equally between the Partnership Seller on the Spreadsheetone hand and the Buyer on the other. 6.10 Any determination of the Reporting Accountants under Clause 6.9(e) above shall be deemed to be incorporated into the Disposal Statement which, as adjusted by the alterations so determined by the Reporting Accountants (if any), Acquirer shall issue be final and binding on the Buyer and the Partnership Seller. 6.11 Nothing in this Clause 6 shall entitle a party or the Reporting Accountants access to such Founder that number any information or document which is protected by legal professional privilege, or which has been prepared by the other party or its accountants and other professional advisers with a view to assessing the merits of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; any claim or argument, provided that a party shall not be entitled by reason of this Clause 6.11 to refuse to supply such shares part or parts of Acquirer Common Stock documents as contain only the facts on which the relevant claim or argument is based. 6.12 Each party shall, and shall only be issued procure that its accountants and other advisers shall, and shall instruct the Reporting Accountants to, keep all information and documents provided to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock them pursuant to this Section 1.3(b)(ii) Clause 6 confidential and shall be issued not use them for any purpose, except for disclosure or use in connection with the preparation of the Disposal Statement, the proceedings of the Reporting Accountants or any other matter arising out of this Agreement or in defending any claim or argument or alleged claim or argument relating to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause this Agreement or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of such terminationits subject matter. (iii) For 6.13 The Buyer undertakes that neither it nor any member of the avoidance Buyer's Group shall effect any transaction which is intended to or has the effect of doubtavoiding the provisions and/or purpose of this Clause 6 or artificially reducing the Relevant Amount payable hereunder, provided the termination foregoing shall not prevent a director of one Founder’s employment shall have no bearing on the right Buyer or any member of shares of Acquirer Common Stock issuable under this Section 1.3(b) the Buyer's Group from taking any action necessary to fulfil such director's fiduciary duties owed to the other Founders. (iv) In Buyer or the event that after the Closing and prior to the one-year anniversary or two-year anniversary relevant member of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the ClosingBuyer's Group.

Additional Consideration. In addition On the terms and subject to the consideration payable to the Founders pursuant to Section 1.3(a) (such additional consideration payable pursuant to ------------------------ conditions of this Section 1.3(b1.9, within 20 business days after the determination of the Additional Consideration (the "Additional Consideration Payment Date"), the “Purchaser shall pay or cause to be paid to the Seller additional consideration (the "Additional Consideration”):"), determined as follows: (a) The amount of the Additional Consideration payable by the Purchaser to the Seller on the Additional Consideration Payment Date consists of two components and shall be determined as follows: (i) On If, and only if, any of Net Sales, Restaurant EBITDA, Total EBITDA or Number of Business Units for the oneEarn-year anniversary of Out Period exceeds the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (Minimum Criteria as set forth on in the Spreadsheet)Additional Consideration Table, Acquirer then the Purchaser shall issue pay to such Founder that the Sellers the amount of Additional Consideration set forth in the Additional Consideration Table, which amounts in the aggregate, shall not exceed $3,100,000. (ii) If, and only if, each of Net Sales, Restaurant EBITDA, and Total EBITDA for the Earn-Out Period exceeds the Full Target, as set forth in the Additional Consideration Table, and if the number of shares of Acquirer Common Stock equal Business Units is at least 18, then an additional amount shall be paid as follows: the Purchaser shall pay to the Milestone 1 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the Seller (A) one-year anniversary half (1/2) of the Closing Date first $2,000,000 in Excess Restaurant EBITDA, and (and if B) one-third (1/3) of any Excess Restaurant EBITDA that is greater than such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder)initial $2,000,000 Excess Restaurant EBITDA; provided, however, if such Founder’s employment is terminated by that the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number Purchaser shall not be obligated to pay in excess of shares $5,000,000 under clause (B) of Acquirer Common Stock issuable under Section 1.5(a)(ii) of this Section 1.3(b)(i) shall nevertheless be issued to such Founder within 10 Business Days following the date of such terminationAgreement. (iib) On Not later than May 1, 2003, the twoPurchaser shall compute the amount of Net Sales, Restaurant EBITDA, Total EBITDA and Number of Business Units for the Earn-year anniversary of Out Period, and the Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior Purchaser shall provide to the Closing (as set forth on Seller for its review and approval, the Spreadsheet), Acquirer shall issue to Purchaser's computations and working papers reflecting how such Founder that number of shares of Acquirer Common Stock equal computations were made. If the Sellers have any objections to the Milestone 2 Per Share Stock Consideration; provided that computation of Net Sales, Restaurant EBITDA, Total EBITDA and Number of Business Units for the Earn-out Period, they will deliver detailed statements describing their objections to the Purchaser within 30 days after receiving the Purchaser's computations and working papers reflecting how such shares of Acquirer Common Stock shall only be issued computations were made. The parties will use their reasonable efforts to a Founder if resolve any such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); providedobjections. If, however, if such Founder’s employment is terminated the parties do not obtain final resolution of this matter within 30 days after the Purchaser has received the statements of objections, the parties shall submit the dispute for resolution in the manner and shall bear the costs thereof as described in Section 1.9(d). The Accountant's determination of the amount of Net Sales, Restaurant EBITDA, Total EBITDA and Number of Business Units for the Earn-Out Period shall be rendered by the Post-Closing Employer without Cause or such Founder terminates his or her employment Accountant in a writing setting forth in reasonable specificity the reasons for Good Reason, then each conclusion reached in its decision. The Accountant's determination shall be binding upon all parties. The Purchaser and the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) Sellers shall nevertheless be issued use their best efforts to such Founder aid the Accountant in reaching a decision within 10 Business Days following 30 days from the date the dispute is tendered to the Accountant. In computing the EBITDA for purposes of such termination. (iii) For the avoidance of doubtthis Section, the termination of one Founder’s employment Purchaser shall have no bearing make any adjustment required by the Intercompany Accounting procedures as described on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other FoundersEBITDA Adjustment Guidelines, attached as Exhibit 26. (iv) In the event that after the Closing and prior to the one-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (B) both the Founders become employed by the Future Acquiring Party upon the closing of the Company Spin-Off (a “Company Sale”), then as a condition to the consummation of such Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations to issue, within 10 Business Days following the date of such Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the one-year anniversary of the Closing Date and (y) Milestone 2 Stock Consideration if the Company Sale occurs after the one-year anniversary prior to the two-year anniversary of the Closing Date, on the terms and as set forth in this Section 1.3(b), except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Company Shareholders a number of shares of such third party’s capital stock or (2) pay cash, at the election of the Future Acquiring Party, with an equivalent value the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closing.