Common use of Additional Consideration Clause in Contracts

Additional Consideration. (a) As an additional material inducement to the Sellers to enter into this Agreement, Buyer covenants and agrees that if (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the 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 the purchase of 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 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 termination of the Acquisition Services Agreement.

Additional Consideration. (a) As an additional material inducement In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Sellers to enter into this Agreement, Buyer covenants Termination Fee (as defined in and agrees that if (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the 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 DateMerger Agreement), 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 each Family Stockholder shall 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)Riverwood, as applicableon demand, an amount equal to eighty-five percent such Family Stockholder’s pro rata share (85%based on the 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) 75% of the positive differencefirst $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, if anycollectively, between and (aii) 50% of the Total Cost paid to Seller hereunder for next $40 million of all Profit earned by the purchase 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 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 termination. (b) For purposes of this Section 4.8, the Net Proceeds “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such SPV Purchaser from Business Combination, valuing any non-cash consideration (including any residual interest in the sale Company) at its Fair Market Value on the date of 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 closing prior to the date of such Property 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 interest therein (y) the day immediately prior to the 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 purposes 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 date hereof, Net Proceeds 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 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 purchase average closing price paid per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to Buyer the date of determination; and (ii) consideration which is other than cash or SPV Purchaser or its affiliates for such Property or interest therein, less securities of the form specified in clause (i) any loan(sof this Section 4.8(d) assumed shall be determined by said purchaser a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the Propertyevent requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event 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. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) all third party costs and legal fees incurred by Buyer to close such sale (but excluding any fees if paid or payable to Buyer in respect through transfer of freely tradeable securities, be paid through delivery of such sale)securities, (iii) the cost suitably endorsed 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 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 termination of the Acquisition Services Agreementtransfer.

Additional Consideration. (a) As an additional material inducement In addition to the Sellers Closing Date Consideration to enter into this Agreementbe delivered at Closing, the Buyer covenants shall deliver (or cause the Parent to deliver, if appropriate) the following Additional Consideration (herein so called) to the Seller at the times and agrees that if upon satisfaction of the conditions set forth below: (i) an SPV Purchaser If the Buyer drills and tests either of the HKE-1 bis Well or its affiliates enters into 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 definitive agreement within “Morocco Success”), then the Seller shall have 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 Six Million U.S. Dollars (USD $6,000,000) (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 Closing Date hereunder issuance thereof pursuant to sell any this Section 2(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 results of such test. (ii) In the event 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 gas sales contract for the sale of all or substantially all of the Properties gas produced by such well (with such gas sales contract to be in form and substance satisfactory to the Buyer) or its respective interests in (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 the Properties and does thereafter sellParent 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 – Bulgaria for the Deventci-R2 Well to so qualify is finished, convey or transfer said Property or its interest in said Property in accordance with which shares will be subject to the terms and conditions of said definitive agreement (whether or not the closing Registration Rights Agreement for a period of such subsequent sale occurs within said six (6) months after the Closing Dateissuance thereof pursuant to this Section 2(c)(ii). Buyer shall provide Seller at least five (5) 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 test and/or review the results of such test. (iii) Within fifteen (15) days of issuance to Direct Bulgaria of a production concession for the Etropole Shale discovery in Bulgaria which concession covers not less than an aggregate of 300,000 acres (a “Shale Success”), or then the Seller shall have 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 (iiUSD $10,000,000) if an SPV Purchaser or its affiliates otherwise sells and closes (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 conveyance NYSE Amex Stock Exchange for the ten (10) trading days prior to the date of such production concession is granted to the Buyer), which shares will be subject to the terms and conditions of the Registration Rights Agreement for a Property or other transfer period 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 issuance thereof pursuant to the Paying Agent following receipt of the Net Proceeds (as hereinafter defined) and completion of the process specified in this 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 the purchase of 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 Property2(c)(iii). Notwithstanding the foregoing, the amount retained Buyer and the Seller hereby agree that (A) 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 Execution Date; and (B) to the 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 Buyer lesser of (x) 100,000 acres or its affiliates (y) the amount of the acreage covered by the Koynare production concession granted to Direct Bulgaria as a 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 termination of the Acquisition Services Agreementdate.

Additional Consideration. 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 Partnership Seller a sum equal to the Relevant Amount by way of additional consideration 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 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) As any Relevant Disposal shall be made by way of an additional material inducement agreement in writing, such agreement to provide for completion of such Relevant Disposal to take place, subject to the Sellers satisfaction of any conditions, at a specified time and place on a specified date; and (b) in respect of any Relevant Disposal, the Buyer shall pay (or shall procure that the relevant member of the Group shall pay on behalf of the Buyer) to enter into this Agreement, Buyer covenants and agrees that if the Partnership Seller an amount equal to the Relevant Amount within 10 Business Days of the later of (i) an SPV Purchaser receiving the consideration in respect of such Relevant Disposal, and (ii) the Relevant Amount being agreed or its affiliates enters into a definitive agreement within six (6) months after the 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 determined in accordance with the terms remainder of said definitive this Clause 6. 6.3 The Buyer shall notify the Partnership Seller within 10 Business Days of it or any member of the Group entering into a legally binding agreement in respect of any Relevant Disposal. 6.4 The Buyer shall give notice of its calculation of the Relevant Amount (or an explanation as to why no Relevant Amount is payable) (the "Disposal Statement") to the Partnership Seller within 10 Business Days of completion of a Relevant Disposal. 6.5 The Partnership Seller shall notify the Buyer whether or not it accepts the closing Disposal Statement within 10 Business Days of receiving it and, if it does not accept it, the items in the Disposal Statement which it disputes, the basis upon which it disputes such items and the adjustments which it believes should be made to the 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 it does not accept the Disposal Statement, the Partnership Seller and the Buyer shall attempt in good faith, to reach agreement in respect of the Disposal Statement and, if they are unable to do so within 10 Business Days following receipt by the 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 subsequent sale occurs within said six written statement and supporting documents to the other parties; (6b) months 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 Closing Datewritten 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) if an SPV Purchaser so, what alterations should be made to the 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 expiry of the 10 Business Day period referred to in Clause 6.9(b) or its affiliates 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 sells agreed by the Buyer and closes the Partnership Seller) include reasons for each relevant determination; (e) the Reporting Accountants shall act as experts (and not as arbitrators) in making their determination and their determination of any matter falling within their jurisdiction shall be final and binding on the conveyance Buyer and the Partnership Seller save in the event of a Property or other transfer manifest error (when the relevant part of its interest in their determination shall be void 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 matter shall be resubmitted to the Paying Agent following receipt 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 Net Proceeds charges and expenses (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%including VAT) of the positive differenceReporting Accountants shall be borne as 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 one 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), between (a) the Total Cost paid to Seller hereunder for the purchase of 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 be final and outstanding binding on the Closing Date Buyer and less the Partnership Seller. 6.11 Nothing in this Clause 6 shall entitle a party or the Reporting Accountants access to 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 any claim or argument, provided that a party shall not be entitled by reason of this Clause 6.11 to refuse to supply such part or parts of documents as contain only the facts on which the relevant claim or argument is based. 6.12 Each party shall, and shall procure that its accountants and other advisers shall, and shall instruct the Reporting Accountants to, keep all third party costs information and legal fees incurred by such SPV Purchaser documents provided to them pursuant to this Clause 6 confidential and shall not use them for any purpose, except for disclosure or use in connection with such purchase (including the portion preparation of the costs and expenses to close Disposal Statement, the purchase proceedings of the Property, Reporting Accountants or interests therein, by the applicable SPV Purchaser reasonably allocated by the Buyer any other matter arising out of this Agreement or in defending any claim or argument or alleged claim or argument relating 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 this Agreement or its affiliates for such Property or interest therein, less (i) subject matter. 6.13 The Buyer undertakes that neither it nor any loan(s) assumed by said purchaser member of the PropertyBuyer's Group shall effect any transaction which is intended to or has the effect of avoiding the provisions and/or purpose of this Clause 6 or artificially reducing the Relevant Amount payable hereunder, (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 provided the foregoing shall not prevent a director 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 fee, incentive or similar payment or benefit in respect any member of the Buyer's Group from taking any action necessary to fulfil 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 director's fiduciary duties owed to the third party buyer as of immediately prior to Buyer or the termination relevant member of the Acquisition Services AgreementBuyer's Group.

Additional Consideration. (a) As In addition to the Purchase Price, an ------------------------ amount of up to an additional material inducement twenty-five percent (25%) of the sum of (i) the Purchase Price plus (ii) the amount of the Debt as of the Closing Date shall be paid by the Buyer to the Sellers in proportion to enter into this Agreementtheir percentage interests in the Company as set forth on Schedule 2.3(a) hereto, pursuant to the sliding scale shown on the table below upon the satisfaction of the obligations set forth in the table below (the "Earned Amount"). The Buyer covenants and agrees that if 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 (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (612) months after the Closing Date hereunder to sell any (the "Earned Amount Date"). The five performance criteria are: (a) Retention of existing customers of the Properties or its respective interests Company and the Subsidiary as provided in any the table below, computed using the methodology set forth on Exhibit B; --------- (b) Conversion of existing resold local lines of the Properties Company and does thereafter sellthe 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, convey or transfer said Property or its interest 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 said Property 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 terms Employment Contract through the Earned Amount Date except in the event of said definitive agreement termination of his employment by Choice One without "Cause" (whether as such term is defined in the Employment Contract) or not in the closing event of such subsequent sale occurs within said six his death; and (6e) months after The continuous employment through the Closing Date), or (ii) if an SPV Purchaser or its affiliates otherwise sells Earned Amount Date as provided in the table below of those management and closes on the conveyance of a Property or other transfer of its interest in employees 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 consultants of the Net Proceeds Company whose names are set forth on Exhibit C hereto (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 the purchase of 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 unless terminated by the Buyer to such Propertywithout --------- cause)] and (b) the Net Proceeds received by such SPV Purchaser from the sale and closing . 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 such Property 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 interest therein (for purposes hereof, Net Proceeds will be equal to ** = less than Within twenty (20) days after the purchase price paid Earned Amount Date, the Buyer shall give a notice (the "Earned Amount Notice") to the 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 (20) days after receiving the Earned Amount Notice, the Sellers shall deliver to the Buyer or SPV Purchaser or its affiliates a statement (the "Objections to Earned Amount") describing their objections thereto and setting forth in reasonable detail each amount objected to, the amount proposed as an adjustment thereto and the basis for such Property or interest thereinadjustments. If the Sellers do not deliver the Objections to Earned Amount as provided above, less they shall be deemed to have accepted the Earned Amount as set forth in the Earned Amount Notice, 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 (i20) any loan(s) assumed by said purchaser days after the date of delivery of the PropertyObjections to Earned Amount as to all amounts in dispute, (ii) 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 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 whom shall have sole and unlimited discretion to determine the purchase price and terms and provisions relating to sale, of be certified public accountants with any of the Properties or interest "big five" public accounting firms which are not currently engaged by any of Sellers therein the parties hereto, appointed pursuant to such rules. The arbitration shall be held in Boston, Massachusetts and shall have no obligation involve a reasonable amount of discovery according to market or sell any Property). Notwithstanding the foregoing, the amount retained limits to be established by the Buyer or its affiliates as a fee, incentive or similar payment or benefit in respect arbitrators. The determination of such salearbitrators shall be final and binding upon the parties. __________________________ 1 If the aggregate number of conversions plus new lines is 4,500 or more, then the entire Earned Amount with respect to "Conversions" and "New Lines" 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 termination of the Acquisition Services Agreementbe deemed earned.

Additional Consideration. 21.1. Upon the occurrence of an Exit Event, the Company shall pay the Lenders an additional consideration, the amount of which shall be calculated as the higher of (a) As an additional material inducement to the Sellers to enter into this AgreementUSD 3,000,000, Buyer covenants and agrees that if (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the 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 the purchase of 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 difference between the price per share of a Series D Preferred Share (or of an Ordinary Share into which such Series D Preferred Shares shall have been converted, on or prior to such Exit Event, in accordance with their terms), based on a Company’s valuation, as reflected in the terms of the Exit Event, and US$137.36 (being the price per share based on a Company’s valuation in the Series D Equity Round (subject to adjustment of the “original issue price” of the Preferred D Shares pursuant to the Articles of Association of the Company), multiplied by 39,314 Series D Preferred Shares (or such number of Ordinary Shares into which such shares shall have been converted, on or prior to such Exit Event, in accordance with their terms), in each case of (a) and (b), taking into account in such calculation any amounts previously paid in respect of any Exit Event in accordance with Section ‎21.3. 21.2. If no Exit Event occurs until 30 December 2025 (or if on such date any Remaining Percentage remains), the Lenders shall be entitled, at any time during the period starting on 30 December 2025 and until 30 December 2035, to demand from the Company a cash payment of an amount equal to USD 3,000,000 (and, in the event any Remaining Percentage exists – such amount shall be multiplied by the Remaining Percentage), as the payment of the amount of additional consideration. The Company shall pay such amount at the demand of the Lenders, and not later than three Business Days following such demand. 21.3. Notwithstanding the provisions of Section ‎21.1 hereof, if the Exit Event which triggers the payment of the additional consideration is the transfer of less than 50% of the share capital of the Company, then the Lenders shall only be entitled to such Relevant Percentage of the additional consideration, and the Remaining Percentage of the additional consideration shall be reserved and remain subject to the provisions of this Section ‎21 (where the additional consideration shall be calculated in accordance with the provisions of this Section ‎21, multiplied by the Remaining Percentage). For the purpose hereof, “Relevant Percentage” means the percentage of the share capital of the Company being transferred in the Exit Event, and the “Remaining Percentage” shall mean 100% less the Relevant Percentage. 21.4. If the Exit Event is the offering of shares of the Company to the public or the listing of such shares for trading or a merger transaction with SPAC, then the Lenders shall be entitled to elect to receive the additional consideration in such listed shares (without any further payment by the Lenders), the number of which shall be the amount of additional consideration payable, net of any amount remitted on account of tax withholding on the amount of additional consideration, divided by the price per share of the relevant listed shares to be issued to the Lenders hereunder, at the closing and on the terms of the Exit Event. The Lenders may notify the Company of their election pursuant to this Section in writing no later than five Business Days prior to the Exit Event, and in such event the Company shall issue such listed shares to the Lenders upon consummation of the Exit Event. 21.5. If the Exit Event is a transaction where shareholders of the Company receive shares of any other entity in consideration of their shares in the Company, then the Lenders shall be entitled to elect to receive, in lieu of the additional consideration, such shares of the other entity that are received by such SPV Purchaser from shareholders of the sale and closing Company, the number of which shall be the amount of additional consideration payable to the Lenders, net of any amount remitted on account of tax withholding on the amount of additional consideration, divided by the value of one share of such Property or interest therein other entity, used for the calculation of the number of shares of the other entity delivered to such shareholders of the Company (for purposes hereof, Net Proceeds will be equal taking into account the shares deliverable to the purchase price paid Lenders). The Lenders may notify the Company of their election pursuant to Buyer or SPV Purchaser or its affiliates for this Section in writing no later than five Business Days prior to the Exit Event, and in such Property or interest therein, less (i) any loan(s) assumed by said purchaser event the Company shall procure that such shares are delivered to the Lenders upon consummation 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)Exit Event. 21.6. 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 The discharge of the Properties Loan Obligations, whether on the Final Settlement Date 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 fee, incentive or similar payment or benefit in respect of such saleprepayment, shall not exceed affect 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 termination entitlement of the Acquisition Services Lenders to receive the additional consideration pursuant to this Section ‎21, and the provisions of this Section ‎21, together with any other general provision of this Agreement, shall survive such discharge.

Additional Consideration. On the terms and subject to the ------------------------ conditions of this Section 1.9, 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) As an additional material inducement 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) If, and only if, any of Net Sales, Restaurant EBITDA, Total EBITDA or Number of Business Units for the Earn-Out Period exceeds the Minimum Criteria as set forth in the Additional Consideration Table, then the Purchaser shall pay to the Sellers to enter into this Agreement, Buyer covenants and agrees that if (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the 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 the purchase of 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 of Additional Consideration set forth in the Buyer or its affiliates as a feeAdditional Consideration Table, incentive or similar payment or benefit which amounts in respect of such salethe aggregate, shall not exceed $3,100,000. (ii) If, and only if, each of Net Sales, Restaurant EBITDA, and Total EBITDA for the fee that would have been payable to CAM under Earn-Out Period exceeds the Acquisition Services Agreement (Full Target, as hereinafter defined) by CPAset forth in the Additional Consideration Table, and if the number of Business Units is at least 18, then an additional amount shall be paid as follows: 12 had CPA: 12 sold the applicable Property directly Purchaser shall pay to the Seller (A) one-half (1/2) of the first $2,000,000 in Excess Restaurant EBITDA, and (B) one-third party buyer as (1/3) of immediately prior any Excess Restaurant EBITDA that is greater than such initial $2,000,000 Excess Restaurant EBITDA; provided, however, that the Purchaser shall not be obligated to pay in excess of $5,000,000 under clause (B) of Section 1.5(a)(ii) of this Agreement. (b) Not later than May 1, 2003, the Purchaser shall compute the amount of Net Sales, Restaurant EBITDA, Total EBITDA and Number of Business Units for the Earn-Out Period, and the Purchaser shall provide to the termination Seller for its review and approval, the Purchaser's computations and working papers reflecting how such computations were made. If the Sellers have any objections to the 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 computations were made. The parties will use their reasonable efforts to resolve any such objections. If, however, 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 Acquisition Services Agreementamount of Net Sales, Restaurant EBITDA, Total EBITDA and Number of Business Units for the Earn-Out Period shall be rendered by the Accountant in a writing setting forth in reasonable specificity the reasons for each conclusion reached in its decision. The Accountant's determination shall be binding upon all parties. The Purchaser and the Sellers shall use their best efforts to aid the Accountant in reaching a decision within 30 days from the date the dispute is tendered to the Accountant. In computing the EBITDA for purposes of this Section, the Purchaser shall make any adjustment required by the Intercompany Accounting procedures as described on the EBITDA Adjustment Guidelines, attached as Exhibit 26.

Additional Consideration. (a) As an additional material inducement In addition to the Sellers aggregate Purchase Price of $5,000,000 pursuant to the 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, which Additional Consideration shall be paid by the Buyer in installments of at least $100,000 on or before the thirtieth (30th) calendar day following the date of the payment of the prior installment until the total Additional Consideration has been paid, with the first installment of 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 amended in Amendment No. 3 to the Agreement). Following receipt by the Company of each payment of the Additional Consideration as set forth above, the Company shall issue and deliver to the Buyer, within five (5) days of such payment, certificates representing the pro rata portion paid for by such installment of the Series B Shares, the shares of the Company’s common stock and the warrants underlying the 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 expiration of any and all applicable cure periods, terminate the Agreement (as amended) and the same shall become null and void, provided however that Company shall, in any event, retain the portion of the Additional Consideration paid. If Buyer shall fail to timely pay any installment of the Additional Consideration, the Company shall have no right to pursue any other remedy against Buyer except as set forth in this Section 1(a). As further inducement for the Buyer to enter into this AgreementAmendment and provide the Additional Consideration, the Company and Buyer covenants and agrees agree that if (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the Closing Date hereunder all outstanding warrants to sell any purchase shares of Common Stock 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 the purchase of 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 Company held by the Buyer to such Property)] and/or its members or assigns shall, as of the date of this Amendment, be amended 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 hereinafter shall be equal on terms identical 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 Cashless Warrants. Upon surrender of any prepayment premium outstanding warrant certificate 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 agreement by the Buyer and/or its members or its affiliates as a 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 assigns to the third party buyer as Company, the Company shall promptly cancel such warrant certificate and reissue a new warrant certificate for the same number of immediately prior warrants on terms identical to the termination of the Acquisition Services AgreementCashless Warrants.

Additional Consideration. (a) As an additional material inducement 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 Sellers to enter into this AgreementBusiness Plan in good faith based on the interim results of the Company or in light of the business of the Buyer as a whole, Buyer covenants and agrees it being understood that if (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the Closing Date hereunder to sell any the business of the Properties or its respective interests in any Company will be controlled by, and subject to the overall management of, the Buyer. The Company acknowledges that as of the Properties 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 does thereafter sell, convey or transfer said Property or can be developed in their entirety with the employees of the Company and its interest in said Property Subsidiaries existing as of the Closing Date and in accordance with the terms of said definitive agreement Business Plan. (whether or not the closing of such subsequent sale occurs within said six (6b) months after the Closing Date)If, 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 the purchase of 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 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 provisions of this Section 1.6, 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 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 third party costs purposes of this Agreement. Notwithstanding any other provision of this Agreement, the Stockholder Representatives shall have all the rights and legal 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) All determinations by the Earn-Out Arbitrator pursuant to this paragraph (d) shall be in writing and shall be delivered to the parties. The determination by the Earn-Out Arbitrator to the resolution of any dispute shall be binding and conclusive upon the parties. A judgment of the determination made by the Earn-Out Arbitrator pursuant to this paragraph (d)(i) may be entered into and enforced by any court having jurisdiction thereover. (ii) The fees incurred by such SPV Purchaser and expenses of the Earn-Out Arbitrator in connection with such purchase the resolutions of disputes pursuant to this paragraph (including d) shall be 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 the costs such fees and expenses to close such party. (e) The Company and the purchase Company Stockholders agree and acknowledge that, subject to Section 1.6(a), the Buyer may make from time to time such business decisions as it deems appropriate in the conduct of the PropertyBuyer’s and business, including actions that may have an impact on Revenue or interests thereinOperating Income, by and the applicable SPV Purchaser reasonably allocated 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 to such Property)] and in bad faith for the principal purpose of frustrating the provisions of this Section. (bf) the Net Proceeds received by such SPV Purchaser from the sale and closing Notwithstanding any other provision of such Property or interest therein (for purposes hereofthis Agreement, 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 if (i) any loan(sthe Buyer has made a claim(s) assumed by said purchaser of the Propertyfor indemnity pursuant to Article VI or Article VII, (ii) all third party costs such claim(s) have not been paid in full by the Indemnifying Stockholders or otherwise resolved on the date any Contingent Shares would otherwise be due to the Indemnifying Stockholders 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) in the cost good faith estimation of the Buyer, the aggregate amount of any unpaid or unresolved claim for indemnity exceeds the amount of any improvements made remaining portion of the Applicable Escrow Fund, then the Buyer may retain a portion of the Contingent Shares otherwise due to the Property during Buyer’s ownership Indemnifying Stockholders in excess of 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 since the date of this Agreement). Upon the resolution of any claim for indemnity that was subject to a hold back under this Article I, the Buyer shall release the amount held back from such claim within 10 business days after the date of such resolution and shall (i) retain such portion (if any) of such amount as the Buyer is entitled to receive pursuant to the resolution of such claim of indemnity, which shall release the Indemnifying Stockholders of any obligation to pay such amount to the Buyer under Article VI or Article VII and shall release the Buyer of its obligation to pay any such amount to the Indemnifying Stockholders under this Article I, as the case may be and (ivii) pay to the cost Indemnifying Stockholders the remaining portion (if any) of any prepayment premium or to purchase any defeasance collateral)such amount. Sellers hereby acknowledge that Buyers Nothing herein shall have sole and unlimited discretion to determine limit the purchase price and terms and provisions relating to sale, of any obligations of the Properties or interest of Sellers therein and shall have no obligation Indemnifying Stockholders to market or sell any Property). Notwithstanding the foregoing, the amount retained by the Buyer or its affiliates as a fee, incentive or similar payment or benefit set forth 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 termination of the Acquisition Services AgreementArticle VI and Article VII hereof.

Additional Consideration. (a) As an additional material inducement In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Sellers to enter into this Agreement, Buyer covenants Termination Fee (as defined in and agrees that if (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the 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 DateMerger Agreement), 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 each Family Stockholder shall 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)Riverwood, as applicableon demand, an amount equal to eighty-five percent such Family Stockholder's pro rata share (85%based on the 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) 75% of the positive differencefirst $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, if anycollectively, between and (aII) 50% of the Total Cost paid to Seller hereunder for next $40 million of all Profit earned by the purchase 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 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 termination. (b) For purposes of this Section 4.8, the Net Proceeds "PROFIT" of the Family Stockholders, collectively, from any Business Combination shall equal (I) the aggregate consideration received by the Family Stockholders pursuant to such SPV Purchaser from Business Combination, valuing any non-cash consideration (including any residual interest in the sale Company) at its Fair Market Value on the date of 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 closing prior to the date of such Property 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 interest therein (Y) the day immediately prior to the 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 purposes 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 date hereof, Net Proceeds 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 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 purchase average closing price paid per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to Buyer the date of determination; and (ii) consideration which is other than cash or SPV Purchaser or its affiliates for such Property or interest therein, less securities of the form specified in clause (i) any loan(sof this Section 4.8(d) assumed shall be determined by said purchaser a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days 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 event requiring selection of such sale)banking firm; PROVIDED, (iii) HOWEVER, that if the cost for any improvements made parties are unable to agree within two business days after the date of such event as to the Property during Buyer’s ownership 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. (e) Any payment of profit under this Section 4.8 shall (I) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ivII) the cost if paid through transfer 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 salefreely tradeable securities, 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 fee, incentive or similar payment or benefit in respect be paid through delivery of such salesecurities, 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 termination of the Acquisition Services Agreementsuitably endorsed for transfer.

Additional Consideration. (a) As an additional material inducement Subject to the Sellers conditions set forth in this Section, on the first anniversary of the Effective Time, HomeSeekers shall deliver to enter into this Agreementthe Shareholders, Buyer covenants and agrees that if certificates representing the number of shares (rounded to the nearest whole share) of common stock of HomeSeekers, $.001 par value per share determined by dividing (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six Five Hundred Thousand Dollars (6$500,000) months after (the 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"First Anniversary Payment"), or by (ii) if an SPV Purchaser or its affiliates otherwise sells and closes the average closing sale price of a share of HomeSeekers Common Stock as quoted on the conveyance Nasdaq for the ten (10) consecutive trading days which precede the first anniversary of a Property or other transfer the Effective Time, as reported (absent manifest error in the printing thereof) by The Wall Street Journal (Western Edition) (the "First Anniversary Average Closing Sale Price"). The HomeSeekers Common Stock so delivered shall be allocated among the Shareholders in proportion to their respective percentage ownership interest of its interest in and to a Property within six the REI Common Stock as of the Effective Time. The First Anniversary Payment shall be reduced by the amount that (6i) months after the Closing Date, then, in either such event, such SPV Purchaser or its affiliates will promptly pay proceeds of the sales of any shares delivered to the Paying Agent following receipt Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Agreement plus (ii) the First Anniversary Average Closing Sale Price multiplied by the number of shares delivered to the Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Agreement but not sold before the first anniversary of the Net Proceeds Effective Time, adjusted for stock splits, exceeds One Million One Hundred Thousand Dollars (as hereinafter defined) and completion of the process specified in Section 6(d) or (e$1,100,000), 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 the purchase of 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 Subject to the purchase price paid conditions set forth in this Section, on the second anniversary of the Effective Time, HomeSeekers shall deliver to Buyer or SPV Purchaser or its affiliates for such Property or interest thereinthe Shareholders, less certificates representing the number of shares (rounded to the nearest whole share) of common stock of HomeSeekers, $.001 par value per share determined by dividing (i) any loan(sFive Hundred Thousand Dollars ($500,000) assumed (the "Second Anniversary Payment"), by said purchaser of the Property, (ii) all third party costs and legal fees incurred the average closing sale price of a share of HomeSeekers Common Stock as quoted on the Nasdaq for the ten (10) consecutive trading days which precede the second anniversary of the Effective Time, as reported (absent manifest error in the printing thereof) by Buyer The Wall Street Journal (Western Edition) (the "Second Anniversary Average Closing Sale Price"). The HomeSeekers Common Stock so delivered shall be allocated among the Shareholders in proportion to close such sale their respective percentage ownership interest of the REI Common Stock as of the Effective Time. The Second Anniversary Payment shall be reduced by the amount that (but excluding any fees paid or payable to Buyer in respect of such sale), (iiii) the cost for proceeds of the sales of any improvements made shares delivered to the Property during Buyer’s ownership and Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Agreement plus (ivii) the cost Second Anniversary Average Closing Sale Price multiplied by the number of any prepayment premium shares delivered to the Shareholders pursuant to Section 2.1(b) or to purchase any defeasance collateral). Sellers hereby acknowledge that Buyers shall have sole and unlimited discretion to determine 2.1(c) of this Agreement but not sold before the purchase price and terms and provisions relating to sale, of any second anniversary of the Properties or interest of Sellers therein and shall have no obligation to market or sell any PropertyEffective Time, adjusted for stock splits, exceeds One Million Six Hundred Thousand Dollars ($1,600,000). Notwithstanding the foregoing, the amount retained by the Buyer or its affiliates as a 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 termination of the Acquisition Services Agreement.

Additional Consideration. (a) As an Following the satisfaction of the Distribution Threshold, Purchaser shall not make any additional material inducement distributions to any of its equityholders until Purchaser has made aggregate payments to Seller equal to the Sellers to enter into this AgreementMaximum Additional Consideration. In the event the Distribution Threshold has been satisfied, Buyer covenants and agrees that if (i) an SPV Purchaser or its affiliates enters into whether as a definitive agreement within six (6) months after the 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 result of a Property direct or other transfer indirect sale of Purchaser by its interest in and to a Property within six equityholders (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(dsimilar transactions) or (e)otherwise, as applicable, Purchaser shall cause an amount equal to eighty-five percent the Maximum Additional Consideration to be paid to Seller within ten (85%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 positive differencepayments 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 JFL Entities in respect of the equity of Purchaser or JFL-GMG Partners, LLC or any of its Subsidiaries since the Closing 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 any, between (a) the Total Cost paid to Seller hereunder remaining for the purchase Distribution Threshold to be satisfied. Purchaser shall promptly, and in any event within five (5) Business Days, notify Seller of such Property any dividend recapitalization or interest therein by such SPV Purchaser [“Total Cost” shall mean the sum consummation 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 a sale that results in connection with such purchase (including the portion of the costs and expenses to close the purchase of the Property, payments 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 proceeds that will be equal counted in determining whether the Distribution Threshold has been satisfied; provided, however, that any such notice regarding a sale shall not be required to the purchase price paid to Buyer or SPV Purchaser or its affiliates for provide any details regarding such Property or interest therein, less sale other than (i) any loan(s) assumed by said purchaser the structure of the Propertysale, (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 the aggregate proceeds of such the sale), (iii) the cost for any improvements made amount of proceeds directly or indirectly paid to the Property during Buyer’s ownership equity holders of Purchaser and the JFL Entities and (iv) the cost of any prepayment premium or amount, if any, remaining for the Distribution Threshold to purchase any defeasance collateral)be satisfied. Sellers hereby acknowledge Purchaser will cause the JFL-GMG Partners LLC Agreement to provide (a) that Buyers shall have sole distributions by JFL-GMG Partners, LLC to its equityholders will be subject to compliance with this Section 6.20, and unlimited discretion JFL-GMG Partners, LLC will provide Purchaser with information necessary to determine the purchase price comply with Section 6.20, (b) for a prohibition on transactions with controlled Affiliates that are not on an arms-length basis 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 (c) that Seller will be a fee, incentive or similar payment or benefit in respect third party beneficiary 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 termination of the Acquisition Services Agreementprovisions.

Additional Consideration. (a) As an additional material inducement consideration and in exchange for the Shares, with respect to each of the Fiscal Years ending on December 31, 2001 and December 31, 2002, Purchaser shall distribute to the Sellers Shareholders on each Distribution Date (as defined below) the number of Parent Shares and cash equal to enter into the Additional Consideration. For the purposes of this AgreementSECTION 2.4, Buyer covenants and agrees that if "ADDITIONAL CONSIDERATION" shall mean the number of Parent Shares equal to the number determined by DIVIDING (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six the applicable dollar amount set forth opposite the applicable EBITDA amount for such Fiscal Year as reflected on EXHIBIT C hereto (6the "EARN-OUT DOLLAR AMOUNT") months after the 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 by (ii) if an SPV Purchaser or its affiliates otherwise sells and closes the Average Stock Price on the conveyance date that is two trading days prior to the applicable Distribution Date (the "DISTRIBUTION STOCK PRICE"); PROVIDED, HOWEVER, that, (A) if the Distribution Stock Price is less than eighty percent (80%) of a Property the Signing Stock Price, then the Distribution Stock Price shall be deemed to be eighty percent (80%) of the Signing Stock Price and (B) if the Distribution Stock Price is greater than one hundred thirty percent (130%) of the Signing Stock Price, then the Distribution Stock Price shall be deemed to be one hundred thirty percent (130%) of the Signing Stock Price. In lieu of delivering Additional Consideration in the form of Parent Shares, (1) Purchaser shall pay any portion of the Additional Consideration payable to Non-Accredited Shareholders in cash and (2) Purchaser may elect to pay the remaining Additional Consideration, or other transfer any portion thereof, in cash; PROVIDED, HOWEVER, that, to the extent Purchaser pays cash in lieu of its interest in Parent Shares and to a Property within six the Distribution Stock Price is less than eighty percent (680%) months after of the Closing DateSigning Stock Price or greater than one hundred thirty percent (130%) of the Signing Stock Price, then, in either such eventlieu of paying the applicable Earn-Out Dollar Amount, such SPV Purchaser or its affiliates will promptly shall 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 the purchase of 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 cash 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 value 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 fee, incentive or similar payment or benefit in respect of such sale, shall not exceed the fee that Parent Shares it would have been payable obligated to CAM under the Acquisition Services Agreement (as hereinafter defined) by CPA: 12 had CPA: 12 sold the applicable Property directly deliver pursuant to the third party buyer previous sentence. Earn-Out Dollar Amounts between levels specified on EXHIBIT C shall be determined as of immediately prior to the termination of the Acquisition Services Agreementprovided thereon.

Additional Consideration. In 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 contrary. Notwithstanding any netting and offsetting pursuant to this Section 3, (a) As an additional material inducement 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 Sellers Advances referred to enter into above. For purposes of this AgreementSection 3, Buyer covenants an “Additional Consideration Termination Event” shall be deemed to have occurred if and agrees 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 “Investigation”); provided, that, Holdings shall be deemed to be no longer subject to Investigation if (i) an SPV Purchaser or its affiliates enters into the Department of Justice issues a definitive agreement within six (6) months after the Closing Date hereunder letter 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 Holdings indicating that it is declining 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 the purchase of 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 Propertyprosecute Holdings, (ii) all third party costs and legal fees incurred by Buyer to close such sale (but excluding any fees paid Holdings enters into a deferred prosecution or payable to Buyer in respect non-prosecution agreement with the Department of such sale), Justice or (iii) Holdings receives other communications from the cost for any improvements made Department of Justice or other circumstances exist that would lead a reasonable person to conclude that the Property during Buyer’s ownership and (iv) the cost of any prepayment premium or investigation has been resolved as to purchase any defeasance collateral). Sellers hereby acknowledge Holdings on a basis that Buyers shall have sole and unlimited discretion will permit Holdings 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 continue as a fee, incentive going concern and will not materially impact Holdings’ structured settlement subsidiaries 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 termination of the Acquisition Services Agreementdivisions.

Additional Consideration. At and after the Closing, the LOT 6 Shareholder will be eligible for payment of all or a portion of the additional consideration in the form of a note and common stock (the “Additional Consideration”) pursuant to the terms of this Section 1.2. WEBXU will calculate the portion, if any, of the Additional Consideration earned based as follows: (a) As an additional material inducement At Closing, WEBXU shall deliver a note payable to LOT 6 Shareholder in the Sellers to enter into this Agreement, Buyer covenants and agrees that if amount of Five Million Dollars (i$5,000,000) an SPV Purchaser or its affiliates enters into a definitive agreement within payable no later than six (6) months after the Closing Date hereunder in a form attached hereto as Exhibit B (the “Note”). WEBXU agrees to sell any notify LOT 6 Shareholder at least seven (7) days in advance of its intention to make payment on this Note. LOT 6 Shareholder shall have no later than seven (7) days from the date of such notice to notify WEBXU that it wishes to be paid a portion of the Properties or its respective interests in any Note Amount not to exceed fifty percent (50%) of the Properties Note Amount in common stock of WEBXU. To calculate the number of shares to be provided in lieu of cash, WEBXU and does LOT 6 Shareholder agree that the price of each share of common stock of WEBXU shall be set at the volume weighted average price of the common stock of WEBXU traded on the Trading Market on which WEBXU’s common stock is then listed or quoted as reported by Bloomberg L.P. averaged over the twenty trading days immediately prior to issuance of the common stock (“Average VWAP”). The Company shall not be required to issue certificates representing fractional shares. In the event that WEBXU fails to pay the Note in full by the maturity date, then LOT 6 Shareholder’s sole remedy in such event, unless otherwise expressly agreed upon by both parties, shall be to request rescission of the entire transaction, in which event LOT 6 Shareholder shall surrender to WEBXU all Shares received hereunder and WEBXU shall surrender to ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (▇) In the event that WEBXU fails to pay the Note in full within the time frames set forth below, then WEBXU shall issue and promptly deliver to LOT 6 Shareholder the following additional Shares of WEBXU common stock: (i) If the Note is not paid in full within thirty (30) days of Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued one million (1,000,000) additional Shares of common stock of WEBXU; (ii) If the Note is not paid in full within sixty (60) days of Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued one million (1,000,000) additional Shares of common stock of WEBXU; (iii) If the Note is not paid in full within ninety (90) days of Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued seven hundred fifty thousand (750,000) additional Shares of common stock of WEBXU; and (iv) If the Note is not paid in full within one hundred twenty (120) days of Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued seven hundred fifty thousand (750,000) additional Shares of common stock of WEBXU. (c) For the first 12 months from Closing (the “First Year Measurement Period”), any Additional Consideration shall be calculated as follows: (i) If the Net Income on a GAAP basis for LOT 6 for the first twelve (12) months from Closing is equal to or greater than $3,000,000, then LOT 6 Shareholder shall earn Additional Consideration of $5,000,000. (ii) LOT 6 Shareholder shall also earn Additional Consideration of two times the amount by which the LOT 6’s Net Income on a GAAP basis for the first twelve (12) months from Closing exceeds $4,500,000 (the “First Year Floor”). If LOT 6 Net Income on a GAAP basis exceeds the First Year Floor, then the maximum Additional Consideration that can be earned pursuant to this subsection (ii) during the First Year Measurement Period is $7,500,000. (iii) Any Additional Consideration earned for the First Measurement Period shall be payable within 60 days from the end of the First Year Measurement Period. Upon notice from WEBXU that such Additional Consideration has been earned, LOT 6 Shareholder will have an option for one (1) week to take up to 50% of this Additional Consideration in shares of common stock of WEBXU priced at the Average VWAP. (d) For the second 12 months from Closing (the “Second Year Measurement Period”), any Additional Consideration shall be calculated as follows: (i) If the Net Income on a GAAP basis for LOT 6 for the second twelve (12) months from Closing is equal to or greater than $5,000,000, then LOT 6 Shareholder shall earn Additional Consideration of $4,000,000. (ii) LOT 6 Shareholder shall also earn Additional Consideration of two times the amount by which the LOT 6’s Net Income on a GAAP basis for the second twelve (12) months from Closing exceeds $6,000,000 (the “Second Year Floor”). If LOT 6 Net Income on a GAAP basis exceeds the Second Year Floor, then the maximum Additional Consideration that can be earned pursuant to this subsection (ii) during the Second Year Measurement Period is $7,500,000. (iii) Any Additional Consideration shall be payable within 60 days from the end of the Second Year Measurement Period. Upon notice from WEBXU that such Additional Consideration has been earned, LOT 6 Shareholder will have an option for one (1) week to take up to 50% of this Additional Consideration in shares of common stock of WEBXU priced at the Average VWAP. (e) Within forty five (45) days of Closing, WEBXU shall provide Lot 6 Shareholder with a final calculation of the Net Working Capital balance (as defined in Section 2.8) as of Closing. WEBXU shall promptly thereafter selldeliver an interest-free promissory note to Lot 6 Shareholder in the amount of the final Net Working Capital balance. The terms of the note, convey or transfer said Property or its interest including the length of time for repayment, shall be negotiated in said Property in accordance good faith by the parties with the terms understanding that the amount and timing of said definitive agreement principal payments shall be reasonable in light of the then current economics of the Lot 6 Media, with payment in full due no later than seven (whether or not the closing of such subsequent sale occurs within said six (67) months after the Closing Date)Date or upon payment of the Note, or (ii) if an SPV Purchaser or its affiliates otherwise sells and closes whichever is sooner. In the event that additional working capital shall be necessary for the business, then the parties agree that any additional sums advanced for working capital shall be repaid on the conveyance of a Property or other transfer same terms as the Net Working Capital. WEBXU shall notify Lot 6 Shareholder in writing at least one (1) week before making any payment on the note of its interest intention to make payment. LOT 6 Shareholder will have an option for one (1) week to take in and lieu of cash up 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 50% of the Net Proceeds (as hereinafter defined) and completion note in shares of common stock of WEBXU priced at 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 the purchase of 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 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 termination of the Acquisition Services AgreementAverage VWAP.

Additional Consideration. (a) As an additional material inducement If at any time after the date hereof and prior to the Sellers to enter into this Agreement, Buyer covenants and agrees that if one year anniversary of the date hereof Motient directly or indirectly acquires additional interests in MSV (i) an SPV Purchaser or its affiliates enters into successors) from a definitive agreement within six party who is a limited partner of MSV on the date hereof (6) months after the 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 Datea "Subsequent MSV Purchase"), or Motient will make a capital contribution to Sub which will issue to Columbia as additional consideration hereunder (iithe "Additional Consideration") 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 the purchase of such Property or interest therein by such SPV Purchaser [“Total Cost” shall mean the sum Blocker Corp Shares, a number 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 shares 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 Motient Common Stock equal to the purchase price paid to Buyer or SPV Purchaser or its affiliates for such Property or interest therein, less product of (i) any loan(s) assumed the number of MSV limited partnership units held by said purchaser of Blocker Corp immediately prior to the PropertyClosing, multiplied by (ii) all third party costs a fraction, the numerator of which is the number of Blocker Corp Shares acquired by Sub hereunder and legal fees incurred the denominator of which is the number of issued and outstanding shares of Blocker Corp Common Stock as of the Closing, multiplied by Buyer to close such sale (but excluding any fees paid or payable to Buyer in respect of such sale), (iii) the cost difference between (x) the number of shares of Motient Common Stock issued in the Subsequent MSV Purchase in exchange for any improvements made 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 be issuable to Columbia pursuant to this Section 4.4. Any shares of Motient Common Stock issuable pursuant to this Section 4.4 shall be entitled to piggyback registration rights granted pursuant to the Property during Buyer’s ownership Registration Rights Agreement by and (iv) among Motient, Sub, Columbia and 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 other parties thereto dated as of the Properties or interest date hereof (the "Rights Agreement"), a form of Sellers therein and shall have no obligation to market or sell any Property)which is attached as Exhibit B hereto. Notwithstanding the foregoing, if the amount retained issuance of shares of Motient Common Stock pursuant to this Section 4.4 would require Columbia or any affiliate of Columbia to obtain regulatory approval prior to receiving such shares, such issuance will not occur if and until such time as such regulatory approval has been obtained. Columbia hereby agrees and acknowledges that no Additional Consideration is owed to it pursuant to this Section 4.4 due to the transactions contemplated by the Buyer Merger Agreement or its affiliates as a 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 other Stock Purchase Agreements (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 termination of the Acquisition Services Agreementdefined below).

Additional Consideration. (a) As an additional material inducement to the Sellers to enter into this Agreement, Buyer covenants and agrees that if (i) an SPV Purchaser or its affiliates enters into If a definitive agreement within six Trigger Event (6as defined below) months after the Closing Date hereunder to sell any of the Properties or its respective interests in any of the Properties and does thereafter sellhas occurred, 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 each Stockholder shall severally pay to the Paying Agent following receipt of Purchaser, at the Net Proceeds (as hereinafter defined) time and completion of on the process specified in Section 6(d) or (e), as applicableterms described below, an amount equal to eighty-five percent such Stockholder's Third Party Acquisition Proposal Profit (85%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 Termination Date. A "Trigger Event" means (x) an event which causes the Purchase Agreement to become terminable pursuant to Section 10.1(a)(ii) or 10.1(a)(v) of the positive differencePurchase Agreement (regardless of whether the Purchase Agreement is actually terminated) or (y) a breach by a Stockholder of its obligations pursuant to Section 1(a), if any1(b), between 2(a) or 2(b) of this Agreement. For purposes of Section 3(f)(i), the "Third Party Acquisition Proposal Profit" earned by a Stockholder from the consummation of any Acquisition Proposal shall equal (ax) the Total Cost paid to Seller hereunder for the purchase of 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 total consideration received by such SPV Purchaser from the sale and closing Stockholder for all Tendered Shares of such Property or interest therein Stockholder disposed of by such Stockholder pursuant to such Acquisition Proposal, valuing any non-cash consideration at its Fair Market Value (for purposes hereofas defined below) on the date of the consummation of the Acquisition Proposal, Net Proceeds will be equal 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 purchase price paid fullest extent permitted by the terms of such Acquisition Proposal, then only those Tendered Shares that were disposed of prior to Buyer or SPV Purchaser or its affiliates for such Property or interest therein, less (i) any loan(s) assumed by said purchaser the later of twelve months following the Termination Date and four months following consummation of the Property, Acquisition Proposal shall be included in the calculation made pursuant to (iiy) 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 saleabove), minus the product of (iiiA) $11.00 multiplied by (B) the cost for any improvements made to the Property during Buyer’s ownership and (iv) the cost number 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, Tendered Shares so disposed of any of the Properties or interest of Sellers therein and shall have no obligation to market or sell any Property)by such Stockholder. Notwithstanding the foregoing, for purposes of calculating the amount Third Party Acquisition Proposal Profit earned by a Stockholder, shares of Common Stock 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 Buyer or its affiliates as a feeStockholder and disposed of pursuant to the Acquisition Proposal; provided that, incentive or similar payment or benefit if the Transfer was permitted by and effected in accordance with Section 2(a), then the transferor Stockholder's obligation to pay any Third Party Acquisition Proposal Profit to Purchaser under this Section 3(f)(i) in respect of such sale, shares shall not exceed be reduced by the fee that would have been payable amount of Third Party Acquisition Proposal Profit paid by the transferee 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 Purchaser in respect of immediately prior to the termination of the Acquisition Services Agreementsuch shares.

Additional Consideration. 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) As an additional material inducement to Within ten (10) days after the Sellers to enter into this execution of the Agreement, Buyer covenants and agrees that if (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the Closing Date hereunder Tube Media will issue to sell any Affiliate [XXXXX]* shares of the Properties or its respective interests in any common stock 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 the purchase of 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 Tube Media. (b) Tube Media will issue to Affiliate additional shares of common stock at the Net Proceeds received by such SPV Purchaser from 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 sale and closing Service as a result of such Property or interest therein a launch of the Service on a Station pursuant to the Agreement; provided, however, that TV Households that receive the 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 purposes hereofof this paragraph 2(b). A schedule of TV Households in current Affiliate DMAs and the number of shares of common stock to be issued within twenty (20) days after launch of the Service in each Affiliate DMA is set forth in Exhibit 2 hereto. (c) In the event Affiliate launches the Service on any Acquired Station, Net Proceeds 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 Service on such Acquired Station or on such Affiliate Broadcast Television station in the New Orleans DMA, as the case may be; provided, however, that in no event shall more than an aggregate of [XXXXX]* shares be issued pursuant to this paragraph 2. (d) All shares issued to Affiliate hereunder will be equal duly authorized, and when issued hereunder, will be validly issued, fully paid and non-assessable. The shares will not be registered under the Securities Act of 1933, as amended. All such shares shall be issued pursuant to the purchase price paid Securities Issuance Agreement in the form attached hereto as Exhibit 3. With respect to Buyer or SPV Purchaser or its affiliates for the issuance of any securities hereunder, Affiliate represents and warrants that it is an accredited investor, as such Property or interest therein, less (i) any loan(s) assumed by said purchaser term is defined in Regulation D of the PropertySecurities 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 (iie) Tube Media represents and warrants that Exhibit 4 hereto sets forth the complete capitalization of Tube Media, including a listing of all third party costs outstanding equity securities, securities convertible into or exchangeable for equity securities, 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 outstanding rights 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 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 termination of the Acquisition Services Agreementsecurities.