Common use of Additional Consideration Clause in Contracts

Additional Consideration. (a) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (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 first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of 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 average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event 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) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

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) In Within ten (10) days after the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (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% execution of the first $20 million Agreement, Tube Media will issue to Affiliate [XXXXX]* shares of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% common stock of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such terminationTube Media. (b) For Tube Media will issue to Affiliate additional shares of common stock at the rate of [XXXXX]* shares of Tube Media common stock for each eleven million (11,000,000) TV Households (or pro rata portion if less than eleven million (11,000,000) TV Households) that first receive the Service as a result of a launch of the Service on a Station pursuant to the 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 of this Section 4.8, paragraph 2(b). A schedule of TV Households in current Affiliate DMAs and the “Profit” number of shares of common stock to be issued within twenty (20) days after launch of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest Service in the 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 prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined each Affiliate DMA is set forth in the Merger Agreement), whichever date of determination yields a lower Fair Market ValueExhibit 2 hereto. (c) In the event that (i) prior Affiliate launches the Service on any Acquired Station, or on an Affiliate Broadcast Television station in the New Orleans DMA, Tube Media shall issue additional shares of Tube Media common stock to Affiliate at the same ratio and subject to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that same restrictions set forth in paragraph 2(b) above, in each case, within twenty (20) days after the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares launch 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 average closing price per share of such security as reported Service on such exchange Acquired Station or on such Affiliate Broadcast Television station in the NASDAQ/NMS for New Orleans DMA, as the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firmcase may be; provided, however, that if 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 duly authorized, and when issued hereunder, will be validly issued, fully paid and non-assessable. The shares will not be registered under the parties are unable Securities Act of 1933, as amended. All such shares shall be issued pursuant to agree within two the Securities Issuance Agreement in the form attached hereto as Exhibit 3. With respect to the issuance of any securities hereunder, Affiliate represents and warrants that it is an accredited investor, as such term is defined in Regulation D of the Securities and Exchange Act and that the Affiliate has such knowledge and experience in financial, investment and business days after the date of such event matters so as to be capable of evaluating the investment banking firm, then merits and risks of the parties shall each select one firmproposed investment. Affiliate hereby agrees to execute such documents as may be reasonably necessary and appropriate, and those firms shall select a third investment banking firmas requested by Tube Media, which third firm shall make such determination; provided furtherto 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 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, 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.▇▇▇▇ ▇. Reardon (e) Any payment Tube Media represents and warrants that Exhibit 4 hereto sets forth the complete capitalization of profit under this Section 4.8 shall (i) if paid in cashTube Media, be paid by wire transfer including a listing of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable all outstanding equity securities, be paid through delivery of securities convertible into or exchangeable for equity securities, and any outstanding rights to purchase such securities, suitably endorsed for transfer.

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) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (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 first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the The amount of the Merger Additional Consideration (as defined in payable by the Merger Agreement) payable over that set forth in Purchaser to the Merger Agreement in effect Seller on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, Additional Consideration Payment Date consists of two components 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 ofdetermined as follows: (i) securities listed on a national securities exchange If, and only if, any of Net Sales, Restaurant EBITDA, Total EBITDA or traded on Number of Business Units for the NASDAQ/NMS Earn-Out Period exceeds the Minimum Criteria as set forth in the Additional Consideration Table, then the Purchaser shall be equal pay to the average closing price per share Sellers the amount of such security as reported on such exchange or Additional Consideration set forth in the NASDAQ/NMS for Additional Consideration Table, which amounts in the ten trading days prior to the date of determination; andaggregate, shall not exceed $3,100,000. (ii) consideration which If, and only if, each of Net Sales, Restaurant EBITDA, and Total EBITDA for the Earn-Out Period exceeds the Full Target, as set forth in the Additional Consideration Table, and if the number of Business Units is other than cash or securities at least 18, then an additional amount shall be paid as follows: the Purchaser shall pay to the Seller (A) one-half (1/2) of the form specified first $2,000,000 in clause Excess Restaurant EBITDA, and (iB) one-third (1/3) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of any Excess Restaurant EBITDA that is greater than such banking firminitial $2,000,000 Excess Restaurant EBITDA; provided, however, that if 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 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 are unable to agree do not obtain final resolution of this matter within two business 30 days after the date Purchaser has received the statements of such event as to the investment banking firmobjections, then the parties shall each select one firm, submit the dispute for resolution in the manner and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that bear 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 handcosts thereof as described in Section 1.9(d). The Accountant's determination of the investment banking firm amount 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 partiesSellers 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. (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) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (a) In As additional consideration for the event that Transferred Assets and the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement)Exhibit 1.3 Intellectual Property, each Family Stockholder Buyer shall pay to Riverwood, on demand, Seller an amount equal to such Family Stockholder’s pro rata share five percent (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 basis5%) of (i) 75% the net sales of Buyer in excess of $500,000 for each of the first $20 million of all Profit twelve month periods ending on December 31, 2004 (as defined in Section 4.8(bthe "2004 Period")) earned by , December 31, 2005 (the Family Stockholders"2005 Period"), collectivelyDecember 31, 2006 (the "2006 Period"), and December 31 2007 (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders"2007 Period"). No amount shall be payable for any period ending on or before December 31, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) 2003. For purposes of this Section 4.82.5, the “Profit” "net sales" of Buyer shall mean the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant gross sales of products related to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as by Buyer and all subsidiaries and other affiliates of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement Buyer less returns and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of 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 average closing price per share of such security as reported discounts on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) sales and shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firmin accordance with generally accepted accounting principles ("GAAP") and Seller's historical accounting practices; provided, however, that if "net sales" shall not include any sales directly related to products using the parties are unable to agree within two business heat induction technology at issue in the Litigation and any such sales shall be subtracted from the net sales of Buyer in determining any additional consideration due under this Section 2.5. (b) Within 30 days after the date completion of each six-month period during the 2004 Period, the 2005 Period, the 2006 Period and the 2007 Period, Buyer shall furnish to Seller a statement in writing (a "Reporting Statement") showing Buyer's net sales for the applicable reporting period and the method by which such net sales were determined, including a breakdown of sales by customer, products sold and product price and accompanied by a statement, certified by the chief accounting officer of Buyer, confirming, to the best knowledge of such event as officer, the accuracy of the information furnished to Seller. The Reporting Statements shall also be accompanied by payment in full of the investment banking firmamount of the additional consideration owed to Seller for the relevant reporting period, then if any. Seller shall have the parties shall each select one firmright, exercisable at any time within 30 days following its receipt of a Reporting Statement, to review the books and those firms shall select a third investment banking firmrecords of Buyer and its subsidiaries and other affiliates, which third firm shall make such determination; provided furtherif any, that to confirm the fees and expenses accuracy of such investment banking firm shall be borne equally by Riverwood, on the one hand, information presented in the Reporting Statement and the Family Stockholders, on the other hand. The determination accuracy of the investment banking firm shall be binding upon the parties. (e) Any amount of any payment of profit accompanying such Reporting Statement. Seller and ▇▇▇▇▇ agree that any information provided under this Section 4.8 2.5 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood kept strictly confidential and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed only used for transferthe purpose provided for herein.

Additional Consideration. (a) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s 's pro rata share (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 (iI) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (iiII) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” "PROFIT" of the Family Stockholders, collectively, from any Business Combination shall equal (iI) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus PLUS (iiII) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus MINUS (iiiIII) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (xX) the day immediately prior to date of the Merger Agreement or (yY) 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 (iI) prior to the Effective Time, a Superior Proposal shall have been made and (iiII) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of 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 average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; providedPROVIDED, howeverHOWEVER, 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 furtherPROVIDED 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 (iI) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (iiII) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (a) In Subject to the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined conditions set forth in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwoodthis Section, on demandthe first anniversary of the Effective Time, an amount equal HomeSeekers shall deliver to such Family Stockholder’s pro rata share (based on the Shareholders, certificates representing the number of subject shares held by such stockholder on (rounded to the date hereof, treating the Series B Preferred Stock on an as converted basisnearest whole share) of common stock of HomeSeekers, $.001 par value per share determined by dividing (i) 75% of Five Hundred Thousand Dollars ($500,000) (the first $20 million of all Profit (as defined in Section 4.8(b"First Anniversary Payment")) earned , by the Family Stockholders, collectively, and (ii) 50% 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 first anniversary of the next $40 million 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 all Profit earned the REI Common Stock as of the Effective Time. The First Anniversary Payment shall be reduced by the Family Stockholders, collectively, in each case from amount that (i) the consummation proceeds of the sales of any Business Combination shares delivered to the Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Agreement plus (as defined in ii) the Merger AgreementFirst Anniversary Average Closing Sale Price multiplied by the number of shares delivered to the Shareholders pursuant to Section 2.1(b) that is consummated within two years or 2.1(c) of such terminationthis Agreement but not sold before the first anniversary of the Effective Time, adjusted for stock splits, exceeds One Million One Hundred Thousand Dollars ($1,100,000). (b) For purposes of Subject to the conditions set forth in this Section 4.8Section, on the “Profit” second anniversary of the Family StockholdersEffective Time, collectivelyHomeSeekers shall deliver to the Shareholders, from any Business Combination 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) Five Hundred Thousand Dollars ($500,000) (the "Second Anniversary Payment"), by (ii) 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 The Wall Street Journal (Western Edition) (the "Second Anniversary Average Closing Sale Price"). The HomeSeekers Common Stock so delivered shall equal be allocated among the Shareholders in proportion to 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 (i) the aggregate consideration received by proceeds of the Family Stockholders sales of any shares delivered to the Shareholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the CompanySection 2.1(b) at its Fair Market Value on the date or 2.1(c) of the consummation of the Business Combination this Agreement plus (ii) the Fair Market Value, determined as Second Anniversary Average Closing Sale Price multiplied by the number of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior shares delivered to the date Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Agreement but not sold before the consummation second anniversary of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the 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 adjusted for stock splits, exceeds One Million Six Hundred Thousand Dollars (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders$1,600,000). (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 average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event 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) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (a) In If, during the event that Earn-Out Period, the Merger Agreement Buyer achieves Revenue from the Business Unit equal to or exceeding the Earn-Out Threshold, then, subject to the provisions of this Section 1.14, the Sellers shall have been terminated under circumstances where Riverwood is be entitled to receive the Termination Fee (as defined in and Earn-Out Consideration in accordance with the Merger Agreement)provisions of this Section 1.14. No Seller shall be permitted to assign such Seller's right to receive the Earn-Out Consideration to any third party, each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (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 except: (i) 75% by operation of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholderslaw, collectively, and (ii) 50% to a trust in which the Seller is the grantor, the trustee and the primary intervivos beneficiary, or (iii) upon the death of a Seller, pursuant to the next $40 million terms of all Profit earned by the Family Stockholders, collectivelysuch Seller's will, in each case from to the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such terminationextent permitted by applicable securities laws. (b) For No later than the date that is 90 days after the end of the Earn-Out Period, the Buyer shall prepare (or cause to be prepared) and deliver to the Representatives a calculation of the Revenue for the Earn-Out Period and a statement of the amount, if any, of the Earn-Out Consideration payable based on such Revenue, together with such documentation, if any, as may be reasonably necessary to enable the Representatives to assess such calculation. After receipt from the Buyer of the calculation of the Revenue for the Earn-Out Period, the Representatives shall have the right, at the expense of the Sellers and upon not less than ten (10) days' prior notice to the Buyer, to meet with the Buyer to discuss the Buyer's calculation and have reasonable access during normal business hours to inspect the records and working papers relating to the calculation of such Revenue, solely for the purpose of verifying the calculation of the Revenue hereunder. Unless the Representatives challenge the Buyer's determination of the Revenue by the delivery of an Earn-Out Dispute Notice within 60 days after the Buyer's delivery of the calculation of the Revenue for the Earn-Out Period, the Buyer's determination shall be conclusive and binding for all purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the 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 the Representatives dispute the Buyer's determination of the Revenue for the Earn-Out Period, the Representatives shall so notify the Buyer by delivering an Earn-Out Dispute Notice to the Effective TimeBuyer within the period provided in paragraph (b) above. In the event of such a dispute, a Superior Proposal the Buyer and the Representatives shall have been made and first use diligent good faith efforts to resolve such dispute among themselves. If they are unable to resolve the dispute within thirty (ii30) days after the Effective Time delivery of the Merger shall have occurred and Riverwood for any reason shall have increased Earn-Out Dispute Notice, then 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, 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 dispute shall be payable by Riverwood only submitted to the Neutral Accountant for determination in accordance 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 offollowing provisions: (i) securities listed on a national securities exchange or traded on The Buyer and the NASDAQ/NMS Representatives shall be equal submit to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading Neutral Accountant, within 10 days prior to after the date of determination; andthe engagement of the Neutral Accountant (as evidenced by the date of the engagement letter), copies of (iiA) consideration which is other than cash or securities the Buyer's calculation of the form specified in clause Revenue for the Earn-Out Period, (iB) the Earn-Out Dispute Notice and (C) a list of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon all unresolved objections raised by the parties within 10 business days Representatives with respect to the calculation of the event requiring selection Revenue for the Earn-Out Period (the "Unresolved Earn-Out Objections"). Each of such banking firmthe Buyer and the Representatives shall submit to the Neutral Accountant (with a copy delivered to the other Party on the same day), within 30 days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Earn-Out Objections. Each of the Buyer and the Representatives may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other Party. Unless requested by the Neutral Accountant in writing, neither the Buyer nor the Representatives may present any additional information or arguments to the Neutral Accountant, either orally or in writing; provided, however, that if each party shall have the right to respond to the Neutral Accountant's requests directed to the other party. (ii) The Neutral Accountant shall prepare and distribute to the parties are unable to agree within two business days after a writing setting forth the date Neutral Accountant's determination of such event as to the investment banking firmRevenue for the Earn-Out Period and the Neutral Accountant's reasons therefor. Any decision rendered by the Neutral Accountant shall be final, then conclusive and binding upon the parties shall each select one firmparties, and those firms judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The Neutral Accountant shall select a third investment banking firmhave no power or authority to (A) modify or disregard any provision of this Agreement, which third firm shall make such determination; provided furtherincluding the provisions of this Section 1.14(c), that or (B) address or resolve any issues other than the Unresolved Earn-Out Objections. (iv) The fees and expenses of such investment banking firm the Neutral Accountant in connection with the resolution of disputes pursuant to this paragraph (c) shall be borne shared equally by Riverwood, the Sellers on the one hand, hand and the Family Stockholders, Buyer on the other hand, provided that, if the Neutral Accountant determines that one party has adopted a position or positions that is frivolous or clearly without merit, the Neutral Accountant may, in its discretion, assign a greater portion of such fees and expenses to such party. (d) The Earn-Out Consideration, if any, payable pursuant to this Section 1.14 shall be paid by the payment by the Buyer of (i) 12.5% of the Earn-Out Consideration to the Escrow Fund and (ii) 87.5% of the Earn-Out Consideration to the Representatives, for distribution to the Sellers. The Any such payment shall be made immediately upon the expiration of the 30-day period for giving the Earn-Out Dispute Notice, if no Earn-Out Dispute Notice is given, or upon notification by the Representatives that no Earn-Out Dispute Notice will be given, or immediately upon final resolution of any dispute in connection with the determination of the investment banking firm Earn-Out Consideration. Any and all Earn-Out Consideration shall be binding upon distributed by the partiesRepresentatives to each Seller pro rata in the same proportion as the total amount of Transaction Consideration and Option Consideration payable to such Seller under this Agreement bears to the total amount of Transaction Consideration and Option Consideration payable to all Sellers pursuant to this Agreement. (e) Any payment The Sellers agree and acknowledge that the Buyer may make from time to time such business decisions as it deems appropriate in the conduct of profit under the Business Unit's business, including actions that may have an impact on Revenue, and the Sellers 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 outside of the Ordinary Course of Business (except for any Permitted Actions) or for the principal purpose of decreasing Revenue, in bad faith or for the principal purpose of frustrating the provisions of this Section 4.8 shall Section. If the Buyer (i) if paid takes any action outside of the Ordinary Course of Business (except for any Permitted Actions), for the principal purpose of decreasing Revenue, in cashbad faith or for the principal purpose of frustrating the provisions of this Section, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) does not continue to offer turn-key projects (specifically including any or all of installation work, engineering and ancillary products) in the Ordinary Course of Business or (iii) implements any purchase accounting measures as a result of the acquisition of the Company resulting in a reduction of Revenue, then the Revenue during the Earn-out Period shall be calculated as if paid through transfer of freely tradeable securitiessuch action had not been taken. If at any time prior to the Closing the Sellers, the Company or any Subsidiary shall take any Prohibited Action, then the Revenue during the Earn-out Period shall be paid through delivery of calculated as if such securities, suitably endorsed for transferProhibited Action had not been taken.

Additional Consideration. In addition to the 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 (a30th) 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 Merger 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 been terminated under circumstances where Riverwood is entitled no right to receive pursue any other remedy against Buyer except as set forth in this Section 1(a). As further inducement for the Termination Fee (as defined in Buyer to enter into this Amendment and in accordance with provide the Merger Agreement)Additional Consideration, each Family Stockholder shall pay the Company and Buyer agree that all outstanding warrants to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on purchase shares of Common Stock of the number of subject shares Company held by such stockholder on the date hereofBuyer and/or its members or assigns shall, treating the Series B Preferred Stock on an as converted basis) of (i) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of dispositionthis Amendment, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement be amended and prior hereinafter shall be on terms identical to the date Cashless Warrants. Upon surrender of any outstanding warrant certificate or agreement by 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 Buyer and/or its members or (y) the day immediately prior assigns to the date that Company, the Company first receives notice shall promptly cancel such warrant certificate and reissue a new warrant certificate for the same number 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 warrants on terms identical to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family StockholdersCashless Warrants. (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 average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event 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) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

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) In USD 3,000,000, and (b) the event that difference between the Merger Agreement price per share of a Series D Preferred Share (or of an Ordinary Share into which such Series D Preferred Shares shall have been terminated under circumstances where Riverwood 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 receive such Relevant Percentage of the Termination Fee additional consideration, and the Remaining Percentage of the additional consideration shall be reserved and remain subject to the provisions of this Section ‎21 (as defined in and where the additional consideration shall be calculated in accordance with the Merger Agreementprovisions 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), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (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 first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination which shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased be the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect additional consideration payable, net of any amount remitted on account of tax withholding on the date hereofamount of additional consideration, 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 divided 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 average closing price per share of such security as reported the relevant listed shares to be issued to the Lenders hereunder, at the closing and on such exchange or the NASDAQ/NMS for terms of the ten trading days 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 date of determination; and (ii) consideration which is other than cash or securities Exit Event, and in such event the Company shall issue such listed shares to the Lenders upon consummation of the form specified Exit Event. 21.5. If the Exit Event is a transaction where shareholders of the Company receive shares of any other entity in clause consideration of their shares in the Company, then the Lenders shall be entitled to elect to receive, in lieu of the additional consideration, such shares of the other entity that are received by such shareholders of the Company, the number of which shall be the amount of additional consideration payable to the 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 other entity, used for the calculation of the number of shares of the other entity delivered to such shareholders of the Company (i) taking into account the shares deliverable to the Lenders). 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 procure that such shares are delivered to the Lenders upon consummation of the Exit Event. 21.6. The discharge of the Loan Obligations, whether on the Final Settlement Date or in prepayment, shall not affect the entitlement of the Lenders to receive the additional consideration pursuant to this Section ‎21, and the provisions of this Section 4.8(d) ‎21, together with any other general provision of this Agreement, shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of survive 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 partiesdischarge. (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) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. For each twelve (12) month period (the "Applicable 12 Month Period") during the period commencing on the Closing Date and ending on the day immediately preceding the five (5) year anniversary thereof (the "Five Year Period"), Purchaser shall pay to Seller an amount in cash (collectively, the "Additional Consideration") equal to the difference between (a) the combined EBITDA (as hereinafter defined) of the Current AIA/BSC Operation (as hereinafter defined) for such Applicable 12 Month Period and (b) $615,000 (the "Threshold"); provided, however, that the foregoing shall be subject to the following: (i) The maximum amount payable to Seller with respect to any Applicable 12 Month Period shall be $67,000. (ii) The maximum aggregate amount payable under this Section 1.3.3 shall be $335,000. (iii) Any excess EBITDA for any Applicable 12 Month Period shall not be carried over and credited to Seller for any subsequent Applicable 12 Month Period. (iv) In the event that any particular store within the Current AIA/BSC Operation is sold (whether through a sale of assets, including its book of business, stock, merger, consolidation or otherwise) ("Sale" or "Sold") or closed (a "Discontinued Store") during the Five Year Period, the Threshold shall be adjusted upward or downward as follows: (A) if, during the twelve (12) month period ending on the last day of the calendar month immediately preceding the Sale or closure (the "Preceding 12 Month Period"), the Discontinued Store had positive EBITDA, then the Threshold for the Applicable 12 Month Period during which the Sale or closure occurred shall be reduced by a dollar amount equal to (I) the EBITDA of the Discontinued Store for the Preceding 12 Month Period (the "Preceding Period EBITDA"), multiplied by (II) a fraction, the numerator of which shall be the number of calendar months from the last day of the Preceding 12 Month Period to the last day of the Applicable 12 Month Period during which the Sale or closure occurred, and the denominator of which shall be 12 (the "Remaining Anticipated EBITDA"); (B) if the Preceding Period EBITDA was negative, then the Threshold for the Applicable 12 Month Period during which the Sale or closure occurred shall be increased by the negative Remaining Anticipated EBITDA; (C) in either event, for purposes of computing the EBITDA of the Discontinued Store in connection with the computation of the EBITDA for the Current AIA/BSC Operation, the Sale or closure shall be deemed to have occurred on the last day of the Preceding 12 Month Period; and (D) the Threshold for each subsequent Applicable 12 Month period shall be reduced by a dollar amount equal to the Preceding Period EBITDA, if positive, or increased by a dollar amount equal to the Preceding Period EBITDA, if negative. As an illustration of the foregoing, assuming that (w) an Applicable 12 Month Period ends April 30, 2005, (x) a store is sold on September 15, 2004, (y) the EBITDA for the Discontinued Store for the 12 months ended August 31, 2004 is $60,000, and (z) the EBITDA for the Discontinued Store for the four months ended August 31, 2004 is $10,000, then (a) the Sale will be deemed to have occurred on August 31, 2004; (b) the EBITDA for the Discontinued Store of $10,000 for the four months ended August 31, 2004 will be utilized in the computation of the EBITDA for the Current AIA/BSC Operation for the Applicable 12 Month Period ended April 30, 2005; (c) the Threshold for the Applicable 12 Month Period ended April 30, 2005 will be $575,000 ($615,000 - (8/12) $60,000); and (d) the Threshold for the Applicable 12 Month Period ended April 30, 2006 and thereafter will be $555,000 ($615,000 - $60,000). (vi) In the event that the Merger Agreement entire Current AIA/BSC Operation is Sold and/or closed (in one or more transactions) during the Five Year Period and the Sale and/or closure results in a net profit for financial reporting purposes (the "Profit"), then, in lieu of any further amounts to which Seller would be entitled under this Section 1.3.3, Seller shall have been terminated under circumstances where Riverwood is be entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, from Purchaser an amount equal to such Family Stockholder’s pro rata share (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) lesser of (iA) 75% of the first $20 million of all Profit (such additional amount as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of would have been payable to Seller under this Section 4.8, 1.3.3 had the “Profit” of average annualized amount paid or payable to Seller hereunder with respect to the Family Stockholders, collectively, from any Business Combination shall equal (icalendar year(s) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on immediately preceding the date of Sale or closure continued until the consummation end of the Business Combination plus Five Year Period or (iiB) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the 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) Profit. In the event that the entire Current AIA/BSC Operation is Sold and/or closed (iin one or more transactions) prior to during the Effective TimeFive Year Period and the Sale and/or closure does not result in a Profit, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration no further amounts 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 average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event 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) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer1.3.

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) In any Relevant Disposal shall be made by way of an agreement in writing, such agreement to provide for completion of such Relevant Disposal to take place, subject to the event 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 Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive relevant member of the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder Group shall pay on behalf of the Buyer) to Riverwood, on demand, the Partnership Seller an amount equal to such Family Stockholder’s pro rata share (based on the number Relevant Amount within 10 Business Days of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) later of (i) 75% receiving the consideration in respect of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectivelysuch Relevant Disposal, and (ii) 50% the Relevant Amount being agreed or determined in accordance with the remainder of this Clause 6. 6.3 The Buyer shall notify the Partnership Seller within 10 Business Days of it or any member of the next $40 million 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 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 Profit earned 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 Family StockholdersBuyer of the notice referred to in Clause 6.5, collectivelyany 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 each case from Clause 6.5, then the consummation 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 Combination Days of a relevant appointment) submit a written statement on the Disputed Items (as defined in together with relevant supporting documents) to the Merger Agreement) that is consummated within two years Reporting Accountants for determination and deliver a copy of such termination.written statement and supporting documents to the other parties; (b) For purposes following delivery of this Section 4.8their respective submissions, the “Profit” of Partnership Seller and the Family Stockholders, collectively, 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 Combination shall equal (i) Days after the aggregate consideration received by written statement was first submitted to the Family Stockholders Reporting Accountants and copied to the other party pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger AgreementClause 6.9(a), whichever date of determination yields a lower Fair Market Value.; (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (apart from procedural matters and/or as defined otherwise set out in the Merger this Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and Reporting Accountants 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 ofdetermine only: (i) securities listed on a national securities exchange or traded on whether any of the NASDAQ/NMS shall be equal arguments for an alteration to the average closing price per share of such security as reported on such exchange 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 the NASDAQ/NMS for the ten trading days prior to the date of determinationin part; and (ii) consideration which is other than cash or securities if 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 form specified expiry of the 10 Business Day period referred to in clause (iClause 6.9(b) of this Section 4.8(d) or as soon thereafter as is reasonably possible and such determination shall be determined by a nationally recognized independent investment banking firm mutually agreed upon in writing and shall be made available for collection by the parties within 10 business days Buyer and the Partnership Seller at the offices of the event requiring selection of such banking firm; provided, however, that if Reporting Accountants and shall (unless otherwise agreed by 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, Buyer and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties.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 Buyer and the Partnership Seller save in the event of manifest error (when the relevant part of their determination shall be void and the matter shall be resubmitted to the Reporting Accountants by either party for correction as soon as reasonably practicable); (f) the Reporting Accountants shall not be entitled to determine the scope of their own jurisdiction; and (g) the charges and expenses (including VAT) of the Reporting Accountants shall be borne as 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 payment determination of profit 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), shall be final and binding on the Buyer and the Partnership Seller. 6.11 Nothing in this Section 4.8 Clause 6 shall (i) if paid 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 information and documents provided to them pursuant to this Clause 6 confidential and shall not use them for any purpose, except for disclosure or use in cashconnection with the preparation of the Disposal Statement, be paid by wire transfer the proceedings of same day funds the Reporting Accountants or any other matter arising out of this Agreement or in defending any claim or argument or alleged claim or argument relating to an account designated by Riverwood and (ii) if paid through transfer this Agreement or its subject matter. 6.13 The Buyer undertakes that neither it nor any member of freely tradeable securitiesthe Buyer'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, be paid through delivery provided the foregoing shall not prevent a director of the Buyer or any member of the Buyer's Group from taking any action necessary to fulfil such securities, suitably endorsed for transferdirector's fiduciary duties owed to the Buyer or the relevant member of the Buyer's Group.

Additional Consideration. In addition to the Closing Date Consideration to be delivered at Closing, the Buyer shall deliver (aor cause the Parent to deliver, if appropriate) In the event that following Additional Consideration (herein so called) to the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive Seller at the Termination Fee (as defined in times and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (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% upon satisfaction of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that conditions set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of 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 ofbelow: (i) securities listed on If the Buyer drills and tests either of the HKE-1 bis Well or the GRB-1 Well and either of the HKE-1 bis Well or the GRB-1 Well meets the criteria set forth in the Commercial Success – Morocco (a national securities exchange or traded on “Morocco Success”), then the NASDAQ/NMS Seller shall be equal 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 closing price per share of such security as reported the Parent Common Stock on such exchange or the NASDAQ/NMS NYSE Amex Stock Exchange for the ten (10) trading days prior to the last day the 72-hour deliverability test made as part of the definition of Commercial Success-Morocco for the first of either the HKE-1 bis Well or the GRB-1 Well to so qualify is finished), which shares will be subject to the terms and conditions of the Registration Rights Agreement for a period of six (6) months after the issuance thereof pursuant to this Section 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 gas produced by such well (with such gas sales contract to be in form and substance satisfactory to the Buyer) or (B) the date the Deventci-R2 Well is connected to the Bulgartransgas pipeline or any other pipeline with significant deliverability. The number of shares to be issued is to be calculated by dividing $10,000,000 by the volume weighted average price per share of 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 – Bulgaria for the Deventci-R2 Well to so qualify is finished, which shares will be subject to the terms and conditions of the Registration Rights Agreement for a period of six (6) months after the issuance thereof pursuant to this Section 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”), 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 (USD $10,000,000) (the number of shares to be issued to be calculated by dividing $10,000,000 by the volume weighted average price per share of the Parent Common Stock on the NYSE Amex Stock Exchange for the ten (10) trading days prior to the date of determination; and (ii) consideration such production concession is granted to the Buyer), which is other than cash or securities shares will be subject to the terms and conditions of the form specified in clause Registration Rights Agreement for a period of six (i6) of months after the issuance thereof pursuant to this Section 4.8(d2(c)(iii). Notwithstanding the foregoing, the Buyer and the Seller hereby agree that (A) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days 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 event requiring selection Execution Date; and (B) to the extent as a result of such banking firm; provided, however, that if application a production concession for the parties are unable Koynare area has been granted to agree within two business days after Direct Bulgaria at the date time of such event as to the investment banking firmdetermination whether a Shale Success has been achieved, then the parties minimum 300,000 acre requirement referenced in the definition of Shale Success 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 be reduced by the fees and expenses lesser of (x) 100,000 acres or (y) the amount of the acreage covered by the Koynare production concession granted to Direct Bulgaria as 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 partiesdate. (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) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (a) Following the satisfaction of the Distribution Threshold, Purchaser shall not make any additional distributions to any of its equityholders until Purchaser has made aggregate payments to Seller equal to the Maximum Additional Consideration. In the event that the Merger Agreement Distribution Threshold has been satisfied, whether as a result of a direct or indirect sale of Purchaser by its equityholders (or similar transactions) or otherwise, Purchaser shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, cause an amount equal to the Maximum Additional Consideration to be paid to Seller within ten (10) Business Days of such Family Stockholder’s pro rata share sale by wire transfer of immediately available funds to such account as Seller may designate to Purchaser in advance in writing. Within thirty (based on the number of subject shares held by such stockholder on the date hereof30) days following each calendar year, treating the Series B Preferred Stock on an as converted basis) Purchaser will provide Seller with written notice of (ia) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration payments and distributions made in respect of the equity of Purchaser since the Closing through the most recently completed calendar year, (as defined b) the amount of capital contributions made by the JFL Entities in respect of the Merger Agreementequity of Purchaser or JFL-GMG Partners, LLC or any of its Subsidiaries since the Closing through the most recently completed calendar year, (c) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% clawback of any such additional Merger Consideration that would otherwise have been received amounts previously paid by Purchaser or its Affiliates to the Family Stockholders, JFL Entities 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 4.8the amount, if any, remaining for the Fair Market Value Distribution Threshold to be satisfied. Purchaser shall promptly, and in any event within five (5) Business Days, notify Seller 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 average closing price per share of such security as reported on such exchange dividend recapitalization or the NASDAQ/NMS for consummation of a sale that results in payments or proceeds that will be counted in determining whether the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firmDistribution Threshold has been satisfied; provided, however, that if the parties are unable any such notice regarding a sale shall not be required to agree within two business days after the date of provide any details regarding 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 sale 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 than (i) if paid in cashthe structure of the sale, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) the aggregate proceeds of the sale, (iii) the amount of proceeds directly or indirectly paid to the equity holders of Purchaser and the JFL Entities and (iv) the amount, if paid through transfer of freely tradeable securitiesany, remaining for the Distribution Threshold to be paid through delivery satisfied. Purchaser will cause the JFL-GMG Partners LLC Agreement to provide (a) that distributions by JFL-GMG Partners, LLC to its equityholders will be subject to compliance with this Section 6.20, and JFL-GMG Partners, LLC will provide Purchaser with information necessary to comply with Section 6.20, (b) for a prohibition on transactions with controlled Affiliates that are not on an arms-length basis and (c) that Seller will be a third party beneficiary of such securities, suitably endorsed for transferprovisions.

Additional Consideration. (a) Following the Closing, the Company shall conduct its business in accordance with the budget and expense structure previously agreed between the Buyer and the Company and summarized on Schedule 1.6(a) (the “Business Plan”). The Chief Operating Officer of the Buyer shall have the right to adjust the Business Plan in good faith based on the interim results of the Company or in light of the business of the Buyer as a whole, it being understood that after the Closing Date the business of the Company will be controlled by, and subject to the overall management of, the Buyer. The Company acknowledges that as of the date hereof, all of the products (including intellectual property) necessary for the Business Plan have either been developed by the Company or are under development by the Company and can be developed in their entirety with the employees of the Company and its Subsidiaries existing as of the Closing Date and in accordance with the Business Plan. (b) If, for the period commencing on the Closing Date and ending on June 30, 2004, the Company achieves both Revenue and Operating Income on a level set forth on Schedule 1.6(b) (a “Dual Achievement Level”), then, subject to the 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 purposes of this Agreement. Notwithstanding any other provision of this Agreement, the Stockholder Representatives shall have all the rights and powers of the Company Stockholders and the remedies available to the Company Stockholders to enforce the obligations of the Buyer under this Agreement including, without limitation, the provisions of this Section 1.6. (d) In the event that the Merger Agreement 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 have been terminated under circumstances where Riverwood is entitled so notify the Buyer by delivering an Earn-Out Dispute Notice to receive the Termination Fee 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. (as defined 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 and expenses of the Earn-Out Arbitrator in accordance connection with the Merger Agreementresolutions of disputes pursuant to this paragraph (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 such fees and expenses to such party. (e) The Company and the Company Stockholders agree and acknowledge that, subject to Section 1.6(a), each Family Stockholder shall pay the Buyer may make from time to Riverwoodtime such business decisions as it deems appropriate in the conduct of the Buyer’s and business, including actions that may have an impact on demandRevenue or Operating Income, an amount equal and the Company and the Company Stockholders will have no right to claim any lost earn-out or other damages as a result of such Family Stockholder’s pro rata share decisions so long as the actions were not taken by the Buyer in bad faith for the principal purpose of frustrating the provisions of this Section. (based on f) Notwithstanding any other provision of this Agreement, if (i) the number of subject shares held Buyer has made a claim(s) for indemnity pursuant to Article VI or Article VII, (ii) such claim(s) have not been paid in full by such stockholder the Indemnifying Stockholders or otherwise resolved on the date hereof, treating any Contingent Shares would otherwise be due to the Series B Preferred Stock on an as converted basisIndemnifying Stockholders and (iii) of (i) 75% in the good faith estimation of the first $20 million Buyer, the aggregate amount of all Profit (as defined in Section 4.8(b)) earned by any unpaid or unresolved claim for indemnity exceeds the Family Stockholders, collectively, and (ii) 50% amount of any remaining portion of the next $40 million Applicable Escrow Fund, then the Buyer may retain a portion of all Profit earned by the Family Stockholders, collectively, Contingent Shares otherwise due to the Indemnifying Stockholders in each case from excess of the consummation remaining portion of the Applicable Escrow Fund necessary to satisfy the amount of any Business Combination (indemnification obligation as defined provided in Article VI or Article VII below. For the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.81.6(f), the “Profit” value of the Family Stockholders, collectively, from any Business Combination a Contingent Share shall equal be $7.677 (i) the aggregate consideration received by the Family Stockholders pursuant subject to such Business Combination, valuing any non-cash consideration (including any residual interest equitable adjustment in the Company) at its Fair Market Value on event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock since 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 prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger this Agreement). Upon the resolution of any claim for indemnity that was subject to a hold back under this Article I, whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal Buyer shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased release 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, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any held back from 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 average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties claim within 10 business days of the event 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, resolution 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) retain such portion (if paid in cashany) 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 paid by wire transfer of same day funds to an account designated by Riverwood and (ii) pay to the Indemnifying Stockholders the remaining portion (if paid through transfer of freely tradeable securities, be paid through delivery any) of such securities, suitably endorsed for transferamount. Nothing herein shall limit the obligations of the Indemnifying Stockholders to the Buyer set forth in Article VI and Article VII hereof.

Additional Consideration. For each of the calendar years 1999 and 2000, if Buyer's gross sales of the Products and any Future Products manufactured with any of the Tooling (aor duplicates of the Retained Tooling) In during such calendar year equal at least $20,000,000 (the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement"Sales Threshold"), each Family Stockholder Buyer shall pay to RiverwoodSeller, on demandby wire transfer of good funds to Seller's order at the times hereinafter set forth, as additional consideration for the Purchased Assets, an amount equal to such Family Stockholder’s pro rata share (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 sum of: (i) 75% of the first $20 million of all Profit (as defined 500,000 in Section 4.8(b)) earned by the Family Stockholders, collectively, and such calendar year; plus (ii) 50% an amount not to exceed $500,000 equal to 10 percent of the next amount ("Sales Excess"), if any, by which such gross sales in such calendar year exceed $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) 20,000,000. For purposes of this Section 4.8Agreement, the “Profit” "gross sales" of the Family Stockholders, collectively, from Products and any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the 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 Future Products for any reason shall have increased period means the gross dollar amount of the Merger Consideration thereof (as defined in the Merger Agreementafter all price discounts and returns during such period) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled shipped or invoiced to receive, and shall waive any right to receive, 50% of any customers during such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full period. The 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 average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) above for each such calendar year shall be due and payable in full on or before the 30th day after the end of the calendar quarter during which the Sales Threshold is achieved. The amount specified in clause (ii) above for each such calendar year shall be due and payable in installments on or before the 30th day after the end of each calendar quarter during which a Sales Excess is first achieved or is increased, with the first such installment being in an amount equal to 10 percent of the amount of the Sales Excess achieved in the first such calendar quarter, and with the amount of each subsequent installment being in an amount equal to 10 percent of any increase in the Sales Excess achieved during the calendar quarter to which such installment relates, all subject to the $500,000 limit set forth in clause (ii) above for each such calendar year. From and after Closing and until all additional consideration provided for in this Section 4.8(d) 4.2 shall be determined by have been paid in full, Buyer shall deliver to Seller, on or before the 30th day of each calendar quarter, a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days reasonably detailed report of its gross sales of the event requiring selection Products and any such Future Products shipped or invoiced to customers during the preceding calendar quarter and year to date, and of all price discounts and returns deducted in the computation thereof, all in form and content reasonably satisfactory to Seller. Seller and its accountants shall have the right from time to time upon reasonable prior notice to Buyer, at Seller's expense, to review and audit Buyer's books, records, accounts and data bases concerning such banking firmgross sales, orders, shipments and invoices to confirm the accuracy of Buyer's reports thereof; provided, howeverhowever that, that if the parties are unable to agree within two business days after the date any such review or audit discloses an understatement of such event as to the investment banking firm, then the parties shall each select one firmgross sales for any calendar year by more than three percent, and those firms shall select such understatement causes there to have been a third investment banking firm, which third firm shall make such determination; provided further, that shortfall in the fees and expenses payments 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 amounts due under this Section 4.8 4.2, then Buyer shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed pay or reimburse Seller for transferthe entire cost thereof promptly upon demand.

Additional Consideration. (ai) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee If a Trigger Event (as defined in and in accordance with the Merger Agreement)below) has occurred, each Family Stockholder shall severally pay to Riverwoodthe Purchaser, at the time and on demandthe terms described below, an amount equal to such Family Stockholder’s pro rata share (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 first $20 million of all 's Third Party Acquisition Proposal Profit (as defined in Section 4.8(b)below) earned (as set out below) by such Stockholder from any Acquisition Proposal that is entered into or consummated within twelve months after the Family Stockholders, collectively, and Termination Date. A "Trigger Event" means (iix) 50% an event which causes the Purchase Agreement to become terminable pursuant to Section 10.1(a)(ii) or 10.1(a)(v) of the next $40 million Purchase Agreement (regardless of all Profit whether the Purchase Agreement is actually terminated) or (y) a breach by a Stockholder of its obligations pursuant to Section 1(a), 1(b), 2(a) or 2(b) of this Agreement. For purposes of Section 3(f)(i), the "Third Party Acquisition Proposal Profit" earned by the Family Stockholders, collectively, in each case a Stockholder from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination Acquisition Proposal shall equal (ix) the aggregate total consideration received by the Family Stockholders such Stockholder for all Tendered Shares of such Stockholder disposed of by such Stockholder pursuant to such Business CombinationAcquisition Proposal, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value (as defined below) on the date of the consummation of the Business Combination Acquisition Proposal, minus the product of (A) $11.00 multiplied by (B) the number of Tendered Shares disposed of by such Stockholder pursuant to such Acquisition Proposal, plus (iiy) subject to Section 3(f)(v), the Fair Market Value, determined as of the date of disposition, of all Subject Tendered Shares of the Family Stockholders such Stockholder disposed of after the termination occurrence of a Trigger Event other than pursuant to such Acquisition Proposal (provided, that so long as such Stockholder participated in the Merger Agreement and Acquisition Proposal with respect to its Tendered Shares to the fullest extent permitted by the terms of such Acquisition Proposal, then only those Tendered Shares that were disposed of prior to the date later of twelve months following the Termination Date and four months following consummation of the Business Combination Acquisition Proposal shall be included in the calculation made pursuant to (y) above), minus the product of (iiiA) $11.00 multiplied by (B) the Fair Market Value number of all Subject Tendered Shares so disposed of by such Stockholder. Notwithstanding the Family Stockholdersforegoing, determined as for purposes of calculating the Third Party Acquisition Proposal Profit earned by a Stockholder, shares of Common Stock that are Transferred to (x) the day immediately prior to date of the Merger Agreement an Affiliate or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal Associate (as defined in the Merger AgreementExchange Act) of a Stockholder, (y) a trust or other entity for the economic benefit of an Affiliate or an Associate or (z) a charitable organization or entity shall not be deemed to be "disposed of" and the Third Party Acquisition Proposal Profit shall be calculated assuming such shares had been retained by the Stockholder and disposed of pursuant to the Acquisition Proposal; provided that, if the Transfer was permitted by and effected in accordance with Section 2(a), whichever date 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 determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal such shares shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased be reduced by 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, 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 Third Party Acquisition Proposal Profit paid by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with transferee to Purchaser in 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 average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event 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 partiesshares. (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) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (a) In addition to the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demandPurchase Price, an ------------------------ amount equal of up to such Family Stockholder’s pro rata share an additional twenty-five percent (based on 25%) of the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) sum of (i) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination Purchase Price plus (ii) the Fair Market Valueamount of the Debt as of the Closing Date shall be paid by the Buyer to the Sellers in proportion to their percentage interests in the Company as set forth on Schedule 2.3(a) hereto, determined 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 will determine whether all or any portion of the Earned Amount will be paid in the form of cash or Qualified Shares. The obligations which must be met prior to the payment of the Earned Amount shall be the satisfaction of five performance criteria, each of which will make up 20% of the Earned Amount. The determinations of percent payout for each category will be made as of the date which is twelve (12) months after the Closing Date (the "Earned Amount Date"). The five performance criteria are: (a) Retention of disposition, of all Subject Shares existing customers of the Family Stockholders disposed Company and the Subsidiary as provided in the table below, computed using the methodology set forth on Exhibit B; --------- (b) Conversion of after the termination existing resold local lines of the Merger Agreement Company and prior the Subsidiary to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined Choice One network as of (x) the day immediately prior to date of the Merger Agreement or (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 provided in the Merger Agreement), whichever date of determination yields a lower Fair Market Value.table below; (c) In The sale by the Company and the Subsidiary on net facilities based lines, excluding total service resale lines, to existing customers of the Company and the Subsidiary which are sold, installed, and billing at the Earned Amount Date as provided in the table below; (d) The continuous employment of ▇▇▇▇ ▇▇▇▇▇▇ in the role of the regional Vice President for the New England region in accordance with the Employment Contract through the Earned Amount Date except in the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount termination of the Merger Consideration his employment by Choice One without "Cause" (as such term is defined in the Merger AgreementEmployment Contract) payable over that or in the event of his death; and (e) The continuous employment through the Earned Amount Date as provided in the table below of those management and other employees and consultants of the Company whose names are set forth on Exhibit C hereto (unless terminated by the Buyer without --------- cause). CATEGORY ------------------------------------------------------------------------------------------------------------------- Employees Retention Conversions/1/ New Lines/2/ ▇▇▇▇▇▇ Departures ------------------------------------------------------------------------------------------------------------------- 100% *91.00% *1800 *2000 Stay 3 Completion 80% **91% but* **1800 but* **2000 but* Stay 4 of Percent 88.25% 1687 1875 Payout for 60% **88.25% but **1687 but* **1875 but* Stay 5 Each *85.50% 1575 1750 Category 40% **85.50% but **1575 but* **1750 but* Stay 6 *82.75% 1462 1625 20% **82.75% but **1462 but* **1625 but* Stay Not applicable *80.00% 1350 1500 Total of 25% 5% 5% 5% 5% 5% Earned Amount ------------------------------------------------------------------------------------------------------------------- * = greater than or equal to ** = less than Within twenty (20) days after the 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 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 adjustments. If the Sellers do not deliver the Objections to Earned Amount as provided above, they shall be deemed to have accepted the Earned Amount as set forth in the Merger Agreement in effect Earned Amount Notice, which shall be final and binding on them. If the date hereofSellers deliver the Objections to Earned Amount as provided above, the Family Stockholders hereby agree that they will not be entitled Buyer and the Sellers together shall use reasonable efforts to receive, and shall waive any right to receive, 50% of resolve any such additional Merger Consideration that would otherwise have been received by the Family Stockholdersobjections, 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. but if they do not reach a final resolution within twenty (d20) 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 average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event 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 delivery of the Objections to Earned Amount as to all amounts in dispute, any remaining objections shall be resolved by arbitration in accordance with the investment banking firmrules then in effect of the American Arbitration Association by three arbitrators, then all of whom shall be certified public accountants with any of the "big five" public accounting firms which are not currently engaged by any of the parties shall each select one firmhereto, and those firms shall select a third investment banking firm, which third firm shall make appointed pursuant to such determination; provided further, that the fees and expenses of such investment banking firm rules. The arbitration shall be borne equally held in Boston, Massachusetts and shall involve a reasonable amount of discovery according to limits to be established by Riverwood, on the one hand, and the Family Stockholders, on the other handarbitrators. The determination of the investment banking firm such arbitrators shall be final and binding upon the parties. (e) Any payment __________________________ 1 If the aggregate number of profit under this Section 4.8 conversions plus new lines is 4,500 or more, then the entire Earned Amount with respect to "Conversions" and "New Lines" shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transferdeemed earned.

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) At Closing, WEBXU shall deliver a note payable to LOT 6 Shareholder in the amount of Five Million Dollars ($5,000,000) payable no later than six (6) months after the Closing in a form attached hereto as Exhibit B (the “Note”). WEBXU agrees to notify LOT 6 Shareholder at least seven (7) days in advance of its intention to make payment on this Note. LOT 6 Shareholder shall have no later than seven (7) days from the date of such notice to notify WEBXU that it wishes to be paid a portion of the Note Amount not to exceed fifty percent (50%) of the Note Amount in common stock of WEBXU. To calculate the number of shares to be provided in lieu of cash, WEBXU and LOT 6 Shareholder agree that the price of each share of common stock of WEBXU shall be set at the volume weighted average price of the common stock of WEBXU traded on the Trading Market on which WEBXU’s common stock is then listed or quoted as reported by Bloomberg L.P. averaged over the twenty trading days immediately prior to issuance of the common stock (“Average VWAP”). The Company shall not be required to issue certificates representing fractional shares. In the event that WEBXU fails to pay the Note in full by the maturity date, then LOT 6 Shareholder’s sole remedy in such event, unless otherwise expressly agreed upon by both parties, shall be to request rescission of the entire transaction, in which event LOT 6 Shareholder shall surrender to WEBXU all Shares received hereunder and WEBXU shall surrender to ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (▇) In the event that WEBXU fails to pay the Merger Agreement Note in full within the time frames set forth below, then WEBXU shall have been terminated under circumstances where Riverwood is entitled issue and promptly deliver to receive LOT 6 Shareholder the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on the number following additional Shares of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of WEBXU common stock: (i) 75% If the Note is not paid in full within thirty (30) days of the first $20 Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued one million (1,000,000) additional Shares of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and common stock of WEBXU; (ii) 50% If the Note is not paid in full within sixty (60) days of the next $40 Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued one million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement1,000,000) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject additional Shares of the Family Stockholders disposed common stock of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus WEBXU; (iii) If the Fair Market Value Note is not paid in full within ninety (90) days of all Subject Closing, then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued seven hundred fifty thousand (750,000) additional Shares of common stock of WEBXU; and (iv) If the Family StockholdersNote is not paid in full within one hundred twenty (120) days of Closing, determined as then ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ issued seven hundred fifty thousand (750,000) additional Shares of (x) the day immediately prior to date common stock of the Merger Agreement or (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 ValueWEBXU. (c) In For the event that first 12 months from Closing (the “First Year Measurement Period”), any Additional Consideration shall be calculated as follows: (i) prior If the Net Income on a GAAP basis for LOT 6 for the first twelve (12) months from Closing is equal to the Effective Timeor greater than $3,000,000, a Superior Proposal then LOT 6 Shareholder shall have been made and earn Additional Consideration of $5,000,000. (ii) LOT 6 Shareholder shall also earn Additional Consideration of two times the Effective Time 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 Merger shall First Year Measurement Period. Upon notice from WEBXU that such Additional Consideration has been earned, LOT 6 Shareholder will have occurred and Riverwood an option for any reason shall have increased the amount of the Merger Consideration one (as defined in the Merger Agreement1) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled week to receive, and shall waive any right take up to receive, 50% of any such additional Merger this Additional 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 in shares of common stock of WEBXU priced at the Common Stock held by Persons other than the Family StockholdersAverage VWAP. (d) For purposes of this Section 4.8the second 12 months from Closing (the “Second Year Measurement Period”), the Fair Market Value of any non-cash consideration consisting ofAdditional Consideration shall be calculated as follows: (i) securities listed If the Net Income on a national securities exchange or traded on GAAP basis for LOT 6 for the NASDAQ/NMS shall be second twelve (12) months from Closing is equal to the average closing price per share or greater than $5,000,000, then LOT 6 Shareholder shall earn Additional Consideration of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and$4,000,000. (ii) consideration LOT 6 Shareholder shall also earn Additional Consideration of two times the amount by which is other than cash or securities of the form specified in clause LOT 6’s Net Income on a GAAP basis for the second twelve (i12) of this Section 4.8(d) shall be determined by months from Closing exceeds $6,000,000 (the “Second Year Floor”). If LOT 6 Net Income on a nationally recognized independent investment banking firm mutually agreed upon by GAAP basis exceeds the parties within 10 business days of the event 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 firmSecond Year Floor, 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, maximum Additional Consideration that can be earned pursuant to this subsection (ii) during the fees and expenses of such investment banking firm Second Year Measurement Period is $7,500,000. (iii) Any Additional Consideration shall be borne equally by Riverwood, on payable within 60 days from the one hand, and the Family Stockholders, on the other hand. The determination end of the investment banking firm shall be binding upon 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 partiesAverage VWAP. (e) Any Within forty five (45) days of Closing, WEBXU shall provide Lot 6 Shareholder with a final calculation of the Net Working Capital balance (as defined in Section 2.8) as of Closing. WEBXU shall promptly thereafter deliver an interest-free promissory note to Lot 6 Shareholder in the amount of the final Net Working Capital balance. The terms of the note, including the length of time for repayment, shall be negotiated in good faith by the parties with the understanding that the amount and timing of principal payments shall be reasonable in light of the then current economics of the Lot 6 Media, with payment in full due no later than seven (7) months after the Closing Date or upon payment of profit under this Section 4.8 the Note, 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 same terms as the Net Working Capital. WEBXU shall notify Lot 6 Shareholder in writing at least one (i1) if paid week before making any payment on the note of its intention to make payment. LOT 6 Shareholder will have an option for one (1) week to take in cash, be paid by wire transfer lieu of same day funds cash up to an account designated by Riverwood and (ii) if paid through transfer 50% of freely tradeable securities, be paid through delivery the note in shares of such securities, suitably endorsed for transfercommon stock of WEBXU priced at the Average VWAP.

Additional Consideration. On the terms and subject to the conditions of this Section 1.5, 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 FFPE Holding additional consideration (the "Additional Consideration"), determined as follows: (a) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (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 first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the The amount of the Merger Additional Consideration (as defined in payable by the Merger Agreement) payable over that set forth in the Merger Agreement in effect Purchaser to FFPE Holding on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, Additional Consideration Payment Date consists of two components 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 ofdetermined as follows: (i) securities listed on a national securities exchange If, and only if, any of Net Sales, Restaurant EBITDA, Total EBITDA or traded on the NASDAQ/NMS shall be equal to the average closing price per share Number of such security as reported on such exchange or the NASDAQ/NMS Business Units for the ten trading days prior Earn-Out Period exceeds the Minimum Criteria as set forth in the Additional Consideration Table, then the Purchaser shall pay to FFPE Holding the date amount of determination; andAdditional Consideration set forth in the Additional Consideration Table, which amounts in the aggregate, shall not exceed $3,100,000. (ii) consideration which If, and only if, each of Net Sales, Restaurant EBITDA, and Total EBITDA for the Earn-Out Period exceeds the Full Target, as set forth in the Additional Consideration Table, and if the number of Business Units is other than cash or securities at least 18, then an additional amount shall be paid as follows: the Purchaser shall pay to FFPE Holding (A) one-half (1/2) of the form specified first $2,000,000 in clause Excess Restaurant EBITDA, and (iB) one-third (1/3) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of any Excess Restaurant EBITDA that is greater than such banking firminitial $2,000,000 Excess Restaurant EBITDA; provided, however, that if 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 FFPE Holding 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 are unable to agree do not obtain final resolution of this matter within two business 30 days after the date Purchaser has received the statements of such event as to the investment banking firmobjections, then the parties shall each select one firm, submit the dispute for resolution in the manner and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that bear 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 handcosts thereof as described in Section 1.9(d). The Accountant's determination of the investment banking firm amount of Net Sales, Restaurant EBITDA, Total EBITDA and Number of Business Units for the Earn-Out Period shall be binding upon rendered by the parties. (e) Any payment of profit under this Section 4.8 shall (i) if paid Accountant in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.a writing setting