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. (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. (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. 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. 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 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 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 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 Subject to the terms and conditions of this Section 3.3, Purchaser (and any Surviving Entity resulting from a Change of Control) shall pay to Hollywood Media as additional consideration payable in respect of the Purchased Interest an aggregate cash amount of up to the Founders pursuant to Section 1.3(anine million dollars ($9,000,000) (such additional consideration payable pursuant to this Section 1.3(b), the “Maximum Additional Consideration”) as follows (the “Additional Consideration”): (a) For each Measurement Period, an amount equal to the greater of (i) On the one-year anniversary 90% of the Closing Date, aggregate EBITDA of the Companies for such period and (ii) 10% of the aggregate Gross Revenue of the Companies for such period (the amount for each share such Measurement Period referred to as the “Earnout Payment”). (b) Each Earnout Payment shall be made to Hollywood Media (i) on or before September 1, 2009 for the first Earnout Payment and (ii) within 45 days following the end of Company Common Stock owned by each Measurement Period for each subsequent Earnout Payment. (c) Purchaser (and any Surviving Entity) shall continue to make Earnout Payments pursuant to this Section 3.3 until the Maximum Additional Consideration has been paid. (d) If a Founder as Change of Control occurs before the Maximum Additional Consideration is paid to Hollywood Media, Purchaser (and any Surviving Entity) shall pay to Hollywood Media immediately prior upon consummation of such Change of Control the remaining unpaid portion of the Maximum Additional Consideration; provided, however, that the obligation pursuant to this Section 3.3(d) to pay the remaining unpaid portion of the Maximum Additional Consideration shall be limited to the Closing aggregate consideration paid (net of transaction expenses) in connection with such Change of Control and the remaining unpaid portion of the Maximum Additional Consideration after such payment in connection with the Change of Control shall remain an obligation of the successor following such Change of Control upon the same payment terms as set forth on herein. (e) If a transfer, sale, or lease of any of the Spreadsheetassets of the Companies (or any Surviving Entity) outside the Ordinary Course of Business that is not a Change of Control for an aggregate consideration of at least $500,000 (net of transaction expenses) occurs before the Maximum Additional Consideration is paid to Hollywood Media, Purchaser (or the Companies or any Surviving Entity, as the case may be) shall pay to Hollywood Media upon consummation of such transfer, sale, or lease the aggregate consideration paid (net of transaction expenses) in connection with such sale as a credit against, and up to the maximum amount of, the Maximum Additional Consideration, and such payment will not be included in the calculation of the net income component of EBITDA for purposes of determining any Earnout Payment. If a transfer, sale, or lease of any of the assets of the Companies (or any Surviving Entity) outside the Ordinary Course of Business that is not a Change of Control for an aggregate consideration of less than $500,000 (net of transaction expenses), Acquirer shall issue such aggregate consideration (net of transaction expenses) will, at the sole discretion of Purchaser, either (i) be retained by the Companies (or any Surviving Entity) for working capital purposes, in which case such amount will be included in the calculation of the net income component of EBITDA for purposes of determining the Earnout Payment, or (ii) be paid to Hollywood Media upon consummation of such Founder that number of shares of Acquirer Common Stock equal transfer, sale, or lease as a credit against, and up to the Milestone 1 Per Share Stock maximum amount of, the Maximum Additional Consideration; provided , in which case such payment will not be included in the calculation of the net income component of EBITDA for purposes of determining any Earnout Payment. For purposes of this Section 3.3(e), if any consideration for the sale, lease, or transfer of assets that is not cash or marketable securities (such shares of Acquirer Common Stock as a promissory note or non-marketable securities), then such consideration shall only not be issued to a Founder if such Founder continues required to be employed by paid to Hollywood Media as a credit to the Post-Maximum Additional Consideration or be considered part of working capital (as the case may be), and in no event will such consideration be included in the calculation of the net income component of EBITDA for purposes of determining the Earnout Payment, until such time as cash payments are received in connection with such note or securities or the securities become marketable. (f) In the event that one or more Business Combinations occur between the Closing Employer on Date and the one-year third (3rd) anniversary of the Closing Date and the aggregate consideration paid to Purchaser (and if any Surviving Entity) (net of transaction expenses) exceeds ten million dollars ($10,000,000), Purchaser (or such Founder is not employedSurviving Entity, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ias the case may be) shall be issued pay to Hollywood Media five percent (5%) of such Founderamount in excess of ten million dollars ($10,000,000); provided, however, if that in the event of multiple Business Combinations involving the same part of the ▇▇▇▇▇▇▇▇▇.▇▇▇ business, then only the additional consideration paid in the subsequent Business Combination that is in excess of the consideration paid in the previous Business Combination shall count for purposes of this section. (g) On or before the due date of each Earnout Payment, Purchaser (and any Surviving Entity) shall deliver to Hollywood Media a statement (the “EBITDA Statement”) setting forth the calculation of Purchaser (and any Surviving Entity) of the amount of the Earnout Payment. The EBITDA Statement shall (a) be made in good faith in accordance with GAAP consistently applied, and (b) include such Founderinformation, methodology and assumptions as are reasonably necessary to assess the basis for the EBITDA Statement. (h) Hollywood Media shall have the right to audit the books and records of Purchaser (and any Surviving Entity) at any time before the Maximum Additional Consideration is paid to Hollywood Media (but no more than once per calendar year) with respect to the calculation of the Earnout Payments and the EBITDA Statements. Any such audit shall be performed during normal business hours at Hollywood Media’s employment is terminated sole expense, upon reasonable advance notice. Notwithstanding the foregoing, in the event of a discrepancy in favor of Hollywood Media with respect to any Earnout Payment by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reasonmore than ten percent (10%), then the number reasonable cost of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ithe audit shall be borne by Purchaser (and any Surviving Entity). Hollywood Media and Purchaser (and any Surviving Entity) shall nevertheless be issued cooperate with each other and the auditing firm, including by furnishing such information and access to books, records (including, without limitation, subject to entering into customary agreements respecting such Founder within 10 Business Days following the date of such termination. (ii) On the two-year anniversary of the Closing Dateaccess, for each share of Company Common Stock owned by a Founder as of immediately prior to the Closing (as set forth on the Spreadsheetaccountants work papers), 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 personnel and properties as may 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 terminationreasonably requested. (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 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 (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 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 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. (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 (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 the consideration payable Purchase Price, the ------------------------ parties acknowledge that Seller is entitled to receive an amount equal to (x) the Founders DOE Subcontract Fee less (y) the sum of remaining amounts, if any, to be ---- setoff pursuant to Part II, Section 1.3(a11 and Part II, Section 12 of the DOE Subcontract with relation to GFY 1999 (the "Fee Sharing Commitments") (such additional consideration payable pursuant but that the DOE Subcontract Fee has not been determined as of the date of this Agreement. In the event that the DOE Subcontract Fee is determined prior to this Section 1.3(b), the “Additional Consideration”): (i) On the one-year anniversary of the Closing Date, for each share Seller shall cause the Company to pay an amount equal to (x) such DOE Subcontract Fee less (y) the sum of Company Common Stock owned remaining amounts, if any, to be setoff ---- pursuant to the Fee Sharing Commitments to Seller, whether by a Founder as of immediately dividend, loan or otherwise. In the event that the DOE Subcontract Fee has not been determined and paid to Seller prior to the Closing Date, the following provisions shall be applicable: (as set forth on a) Purchaser shall cause the Spreadsheet)Company to, Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal and the Company shall, (A) conduct negotiations related to the Milestone 1 Per Share Stock Consideration; determination of the DOE Subcontract Fee in a diligent manner consistent with the past practices of the Company, (B) reasonably inform Seller as to the status of the negotiations and (C) allow Seller to advise the Company with regard to the negotiations. Purchaser and the Company shall not be responsible for the outcome of the DOE Subcontract Fee negotiation provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by they satisfy the Post-Closing Employer on obligations contained in 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 terminationpreceding sentence. (iib) On the two-year anniversary Within two (2) business days of the Closing Datedetermination of the DOE Subcontract Fee in accordance with Part III, for each share Section 46 of Company Common Stock owned by a Founder the DOE Subcontract, Purchaser shall notify Seller 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 results of such terminationdetermination. (iiic) For Within five (5) business days, Seller may notify Purchaser that Seller either (A) desires to dispute the avoidance amount of doubt, such DOE Subcontract Fee or (B) accepts the termination determination 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) DOE Subcontract Fee. In the event that after Seller notifies Purchaser that Seller does not accept the Closing and prior to the one-year anniversary or two-year anniversary determination of the Closing DateDOE Subcontract Fee, as applicablethe Company and Purchaser shall allow Seller, (A) Acquirer sellsat Seller's expense, transfers or assigns all of to challenge such determination in 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 name of the Company Spin-Off and Purchaser by any reasonable means. Purchaser and its Affiliates shall cooperate with Seller, at Seller's expense, with relation to any such challenge and shall provide Seller with reasonable access to, and assistance of, the Company's management personnel as well as access to pertinent records, materials and information in the possession of Purchaser or its Affiliates. Seller shall pay for such assistance on a time and materials basis at the Company's prevailing rates. As soon as practicable after (a “Company Sale”), then as a condition i) Seller accepts the determination of the DOE Subcontract Fee or (ii) Seller's challenge to the consummation determination of such the DOE Subcontract Fee is resolved, Purchaser shall cause the Company Sale, Acquirer shall require that such third party agree to be bound by Acquirer’s obligations use its commercially reasonable efforts to issuereceive the DOE Subcontract Fee and shall, 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 two (2) pay cash, at the election business days of receipt of the Future Acquiring PartyDOE Subcontract Fee, with an equivalent value pay to Seller the Milestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as amount of the ClosingDOE Subcontract Fee less the Fee Sharing Commitments by bank wire transfer of immediately available funds to an account designated in writing by Seller.

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.

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.