Common use of Additional Consideration Clause in Contracts

Additional Consideration. Buyer agrees to pay to Yergos, Hxxxxxxxx, Kxxxxxx and Hxxx (the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based on this Section 2(d). Additional Consideration to be paid by the Buyer to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth below. The Additional Consideration shall be paid by the Buyer to the Additional Consideration Sellers in accordance with the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate of $500,000.00 if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Additional Consideration to be paid to each of Hxxxxxxxx, Kxxxxxx and Hxxx shall be paid out over a period of 24 months in accordance with the terms and conditions set forth in promissory notes to be delivered by Buyer to Hxxxxxxxx, Hall and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1." The proportionate share of the Additional Consideration to be paid to Yergos shall be added to the then outstanding principal balance on Yergos' Buyer Note, with such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statements.

Additional Consideration. Buyer agrees (a) As soon as practicable after the end of the Earn-Out Period (but in no event later than January 30, 2016), Parent shall cause to pay be prepared and delivered to Yergos, Hxxxxxxxx, Kxxxxxx and Hxxx the Representative a statement of the Revenue (the "Additional Consideration Sellers"“2015 Revenue”) additional purchase price consideration of the Company ("Additional Consideration"such statement, the “Revenue Statement”) based on this Section 2(dfor the twelve (12) months ended December 31, 2015 (the “Earn-Out Period”). Additional Consideration to be paid by the Buyer to the Additional Consideration Sellers , which shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth below. The Additional Consideration shall be paid by the Buyer to the Additional Consideration Sellers prepared in accordance with the percentage interests definition of 2015 Revenue contained in this Agreement, including the Accounting Principles. After delivery of the Revenue Statement, the Representative and its accountants and other representatives shall be permitted reasonable access at reasonable times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers (subject to the Representative and its representatives entering into any reasonable undertakings required by Parent’s accountants in connection therewith) related to the preparation of the Revenue Statement. If the Representative has any objections to the Revenue Statement, the Representative shall deliver to Parent an Objections Statement stating that the Representative believes the Revenue Statement contains mathematical errors or was not prepared in accordance with this Agreement and specifying in reasonable detail each Disputed Item and the amount in dispute for each Disputed Item and the reasons supporting the Representative’s positions. The Representative shall not challenge the Revenue Statement on any basis other than as set forth in the timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Revenue Statement. If an Objections Statement is not delivered to Parent within thirty (30) days following the date of delivery of the Revenue Statement, the Revenue Statement shall be final and binding on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate of $500,000.00 if and non-appealable by the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus PeriodParties. The proportionate share Representative and Parent shall negotiate in good faith to resolve any Disputed Items, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Additional Consideration Objections Statement, the Representative and Parent shall submit such dispute to the Dispute Resolution Arbiter. Any further submissions to the Dispute Resolution Arbiter must be paid written and delivered to each of Hxxxxxxxx, Kxxxxxx Parent and Hxxx the Representative. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as Disputed Items. The Dispute Resolution Arbiter’s determination shall be paid out over a period based solely on the Accounting Principles, the definition of 24 months 2015 Revenue contained herein and the provisions of this Agreement, including this Section 1.07. The Representative and Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Revenue Statement and the Objections Statement. The Dispute Resolution Arbiter’s determination shall be based solely on the presentations by Parent and the Representative that are in accordance with the terms and conditions procedures set forth in promissory notes this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and nonappealable by the Parties hereto. The fees and expenses of the Dispute Resolution Arbiter shall be allocated between Parent and the Representative in such manner that the Representative shall be responsible for that portion of the fees and expenses equal to be delivered such fees and expenses multiplied by Buyer to Hxxxxxxxx, Hall and Kxxxxxx respectively and in a fraction the form numerator of which is set forth on Exhibit "E-1." The proportionate share the aggregate dollar amount in dispute in respect of Disputed Items submitted to the Dispute Resolution Arbiter that are resolved in a manner further from the position submitted to the Dispute Resolution Arbiter by the Representative and closer to the position submitted to the Dispute Resolution Arbiter by Parent (as finally determined by the Dispute Resolution Arbiter), and the denominator of which is the total aggregate dollar amount in dispute in respect of the Additional Consideration to be paid to Yergos Disputed Items so submitted, and Parent shall be added responsible for the remainder of such fees and expenses. For the avoidance of doubt, the foregoing shall not limit claims for Losses under this Agreement to the then outstanding principal balance on Yergos' Buyer Note, with such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, extent that a Party has a claim for purposes of calculating Additional Consideration shall be calculated consistent Losses under this Agreement other than in connection with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statementsdetermination of 2015 Revenue.

Additional Consideration. Buyer agrees The parties hereto have agreed to pay structure the Stock Purchase as a purchase of all the outstanding Capital Stock of North Star with an election pursuant to Yergos, Hxxxxxxxx, Kxxxxxx and Hxxx Section 338(h)(10) of the Code (the "Additional Consideration SellersSection 338 Election") additional purchase price consideration ("Additional Consideration") based on this Section 2(d). Additional Consideration to , such that receipt of the Stock Portion will be paid by the Buyer a taxable event to the Additional Consideration Sellers shall Shareholders and Transport America will for income tax purposes be contingent upon able to record North Star's assets on its books at the Companies meeting certain earnings before interest portion of Purchase Price allocated thereto pursuant to Section 8.9 hereof and fully amortize for federal income tax ("EBIT") goals during purposes the 12 consecutive month period commencing as portion of the Closing (Purchase Price allocated to good will pursuant to Section 8.9 hereof. Recognizing the "EBIT Bonus Period") tax benefits to Transport America and the tax detriments to Shareholders as set forth below. The Additional Consideration a result of the Section 338 Election, Transport America shall be paid by pay the Buyer Shareholders in cash the following amounts in addition to the Additional Consideration Sellers in accordance with Purchase Price. At the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate end of $500,000.00 if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Additional Consideration to be paid to each of HxxxxxxxxTransport America's fiscal quarters commencing June 30, Kxxxxxx 1999 and Hxxx shall be paid out over a period of 24 months in accordance with lasting until the terms and conditions Put right set forth in promissory notes Article IX first becomes exercisable, Transport America will pay the Shareholders in the aggregate the amount calculated by multiplying Ninety Thousand Seven Hundred Twenty and no/100 Dollars ($90,720) by a fraction, the numerator of which is the aggregate number of shares underlying the Stock Portion still owned by the Shareholders at the end of the relevant fiscal quarter and the denominator of which is 1,200,000. Each such payment shall be made by Transport America in immediately available funds within fifteen (15) days of the end of each such fiscal quarter, with the first such payment to be delivered by Buyer made on or before July 15, 1999; provided, however, that notwithstanding the foregoing, Transport America shall not be required to Hxxxxxxxx, Hall and Kxxxxxx respectively and in make such payments until a reasonable time after the form which is set forth on Exhibit "E-1." The proportionate share Shareholders have provided the information referred to below regarding the number of shares owned at the end of the Additional Consideration to be paid to Yergos shall be added to applicable quarter. It is understood by North Star and the then outstanding principal balance on Yergos' Buyer Note, with such Additional Consideration to be paid to Yergos paid over Shareholders that the balance income tax payment obligations of each Shareholder arising out of the then remaining term receipt of Yergos' Buyer Notethe Purchase Price shall not be or become the tax payment obligations of Transport America by virtue of this Section. EBITIn addition, Transport America shall not be responsible for purposes the proper allocation of calculating Additional Consideration such payments among the Shareholders, but shall be calculated consistent with pay the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) applicable amount payable under this section to be consistent with GAAP and Buyer's audited financial statementsa single account established for the Shareholders. The Shareholders agree to give Transport America such information as Transport America may reasonably request in order to determine the aggregate number of shares of the Stock Portion that are owned by the Shareholders at the end of the applicable payment period.

Additional Consideration. Buyer In connection with the Ownership Transfer, the Series 2010-1 Noteholder’s affiliate has agreed to perform certain actions and assume certain obligations in favor of the Lock-Box Bank and for the benefit of WSF and ISF with respect to the Lock-Box Accounts. As consideration therefor, WSF agrees to pay the Series 2010-1 Noteholder (x) $258,000, which shall be earned and payable upon the first Advance Date following the execution of this Acknowledgement and (y) unless an Additional Consideration Termination Event (as defined below) has occurred, $258,000, which shall be earned and payable at such time when the Aggregate Principal Balance of the Series 2010-1 Notes reaches $50.0 million. WSF, ISF, the Trustee, PFSC and the Series 2010-1 Noteholder each agree that payment of these amounts will be netted and offset against advances made by the Series 2010-1 Noteholder under the Indenture and purchases by ISF under the PCA, notwithstanding anything in the Operative Documents to Yergosthe contrary. Notwithstanding any netting and offsetting pursuant to this Section 3, Hxxxxxxxx(a) the Series 2010-1 Noteholder, Kxxxxxx shall be treated as receiving the full consideration due under this Acknowledgement, (b) WSF shall be treated as receiving the full consideration due under the PCA with respect to sale of the Eligible Receivables to ISF, and Hxxx (c) ISF shall be treated as receiving the full advances due under the Indenture in respect of the Eligible Receivables that are subject to the Advances referred to above. For purposes of this Section 3, an “Additional Consideration Termination Event” shall be deemed to have occurred if and when the Series 2010-1 Noteholder receives satisfactory evidence that Imperial Holdings, Inc. (“Holdings”) is no longer subject to the government investigation by the United States Attorney’s Office for the District of New Hampshire first disclosed in the Form 8-K filing made by Holdings with the U.S. Securities and Exchange Commission on September 28, 2011 (the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based on this Section 2(d“Investigation”). Additional Consideration ; provided, that, Holdings shall be deemed to be paid by the Buyer no longer subject to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth below. The Additional Consideration shall be paid by the Buyer to the Additional Consideration Sellers in accordance with the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: Investigation if (i) an aggregate the Department of $500,000.00 if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus PeriodJustice issues a letter to Holdings indicating that it is declining to prosecute Holdings, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Additional Consideration to be paid to each of Hxxxxxxxx, Kxxxxxx and Hxxx shall be paid out over Holdings enters into a period of 24 months in accordance deferred prosecution or non-prosecution agreement with the terms Department of Justice or (iii) Holdings receives other communications from the Department of Justice or other circumstances exist that would lead a reasonable person to conclude that the investigation has been resolved as to Holdings on a basis that will permit Holdings to continue as a going concern and conditions set forth in promissory notes to be delivered by Buyer to Hxxxxxxxx, Hall and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1will not materially impact Holdings’ structured settlement subsidiaries or divisions." The proportionate share of the Additional Consideration to be paid to Yergos shall be added to the then outstanding principal balance on Yergos' Buyer Note, with such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statements.

Additional Consideration. Buyer agrees As additional consideration for the purchase of the Shares and the Warrant by the Subscriber, the Company hereby grants to pay the Subscriber an option to Yergospurchase up to [__] Option Shares at a price of $2.50 per share with 100% warrant coverage (i.e. for each share of Company common stock purchased pursuant to the exercise of the Option, Hxxxxxxxx, Kxxxxxx and Hxxx the Subscriber shall be granted a five year Option Warrant to purchase an equivalent number of shares of common stock (the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based on this Section 2(d“Option Warrant Shares”). Additional Consideration to be paid by , which shall contain the Buyer to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth below. The Additional Consideration shall be paid by the Buyer to the Additional Consideration Sellers in accordance with the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate of $500,000.00 if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Additional Consideration to be paid to each of Hxxxxxxxx, Kxxxxxx and Hxxx shall be paid out over a period of 24 months in accordance with the same terms and conditions set forth in promissory notes the Warrant attached to this Agreement as Exhibit A). Such option shall expire on the 120th day from the date the Company executes this Agreement (the “Option Term”). The number of Option Shares and Option Warrant Shares and their respective exercise prices shall be delivered subject to the adjustment provisions set forth in Section 3(a) of the Warrant. The Option may be exercised, in whole or in part, by Buyer the Subscriber by delivering to Hxxxxxxxxthe Company a written notice of exercise, Hall and Kxxxxxx respectively and the form of which is attached hereto as Exhibit C (“Notice of Exercise”), at least five (5) business days prior to the expiration of the Option Term. Within two (2) business days following the receipt by the Company of the Notice of Exercise, the Company shall deliver to the Subscriber a new subscription agreement, substantially in the form which is set forth on of this Agreement (except for this Section 2.3) and a new registration rights agreement, substantially in the form of Exhibit "E-1." B to this Agreement. The proportionate share Subscriber shall thereafter have five (5) business days to deliver to the Company (i) a signed copy of the Additional Consideration new subscription agreement and registration rights agreement, and (ii) a wire transfer or certified or cashier’s check payable to the order of the Company in payment of the purchase price of the Option Shares; after which the Company shall deliver to the Subscriber the Option Shares and the Option Warrant (or the Option Warrant Shares if the Option Warrant is exercised). If an executed subscription agreement and the payment of the option purchase price are not received by the Company within such five-day period and the Option Term has then expired, then the Option shall expire and will thereafter be paid void. Notwithstanding anything herein to Yergos the contrary, if the outstanding shares of stock of the class then subject to the Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalization, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be added to made in the then outstanding principal balance on Yergos' Buyer Noteexercise price and number of Option Shares, with such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP Option Warrant and Buyer's audited financial statementsOption Warrant Shares.

Additional Consideration. Buyer agrees Within 105 days after December 31, 2006, Purchaser, at Purchaser’s sole cost and expense, shall cause to pay be prepared and delivered to YergosSellers financial statements of the Company for the fiscal year ended December 31, Hxxxxxxxx, Kxxxxxx and Hxxx 2006 (the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based on this Section 2(d“2006 Fiscal Year”), in accordance with GAAP consistent with the Company’s historical procedures. Additional Consideration to be paid by For each $2.00 of the Buyer to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain Company’s earnings before interest and tax ("EBIT") goals during taxes for the 12 consecutive month period commencing as of 2006 Fiscal Year, the Closing (the "EBIT Bonus Period") as set forth below. The Additional Consideration Sellers shall be paid an aggregate additional amount of $1.00, up to a maximum payment of $468,000 (the “Earn-out Payment”). Sellers shall have thirty (30) days after receipt of said financial statements to review same. If within thirty-five (35) business days of delivery of the financial statements by Purchaser to Sellers, Purchaser receives a written objection from Sellers, then Purchaser and Sellers shall attempt to reconcile their differences diligently and in good faith and any resolution by them shall be finding and conclusive. If the Sellers and the Purchaser are unable to reach a resolution within ten (10) business days of the Purchaser’s receipt of the Sellers’ written notice, the Sellers and the Purchaser shall submit such dispute for resolution to the Independent Accounting Firm which shall determine and report to the parties, and such report shall be final, binding and conclusive on the parties hereto. The final 2006 Fiscal Year Company financial statements, as accepted by Sellers and the Purchaser shall be referred to as the “Final 2006 Financials.” At the option of the Purchaser, any amounts due to be paid for the Earn-out Payment may be paid in cash or shares of the Purchaser’s common stock (valued at the last sale price of the common stock on the date two days prior to the payment is due). The Earn-out Payment shall be paid within ten days after receipt by the Buyer Sellers and the Purchaser of the Final 2006 Financials. Any amounts payable to the Additional Consideration Sellers, if in cash, shall be paid to the order of each Seller or, at the Sellers' option, by wire transfer of immediately available funds into accounts designated by the Sellers and allocated among the Sellers in accordance with their pro rata ownership of the percentage interests Shares as set forth on Schedule 2(d)1.1. Additional Consideration Any amounts payable to be paid shall be: (i) an aggregate of $500,000.00 the Sellers, if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share in shares of the Additional Consideration to be paid to each of HxxxxxxxxPurchaser’s common stock, Kxxxxxx and Hxxx shall be paid out over a period made by shares of 24 months the Purchaser’s common stock issued and registered in the name of each Seller and allocated among the Sellers in accordance with the terms and conditions set forth in promissory notes to be delivered by Buyer to Hxxxxxxxx, Hall and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1." The proportionate share their pro rata ownership of the Additional Consideration to be paid to Yergos shall be added to the then outstanding principal balance on Yergos' Buyer Note, with such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology Shares as set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statements1.1.

Additional Consideration. Buyer In consideration of Executive’s execution and delivery of this Agreement and subject to Executive’s compliance with Executive’s obligations hereunder, the Company agrees after Executive’s employment is terminated to pay to YergosExecutive severance equaling his annual salary of $500,000 through December 31, Hxxxxxxxx2007 in bi-weekly installments (pro-rated for periods of less than a full bi-weekly period), Kxxxxxx and Hxxx (the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based on this Section 2(d). Additional Consideration to be paid by the Buyer to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth below. The Additional Consideration shall be paid by the Buyer to the Additional Consideration Sellers in accordance without interest, with the percentage interests as set forth first installment payable on Schedule 2(d)the date which is two weeks after the date that the revocation period described herein without Executive having exercised the right of revocation described herein. Additional Consideration In addition, (a) through the date which is twenty-one (21) months after the last day of your employment, have the Company make available to be paid shall be: you (iand/or pay COBRA premiums on) an aggregate of $500,000.00 if medical and dental benefits on the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Additional Consideration to be paid to each of Hxxxxxxxx, Kxxxxxx and Hxxx shall be paid out over a period of 24 months in accordance with the same terms and conditions set forth in promissory notes (including without limitation premium contribution terms) as would have been made available to be delivered you had you remained employed by Buyer the Company during such period, and (b) after the expiration of this twenty-one month period and for so long as you shall live, have the Company provide you with (or reimburse you for the premiums on) medical and dental benefits substantially similar (including without limitation substantially similar premium contribution terms) to Hxxxxxxxxthose that would have been available to you had you remained employed by the Company during such period, Hall it being understood however that from and Kxxxxxx respectively after the date you became eligible for Medicare coverage the medical and in the form which is set forth on Exhibit "E-1." The proportionate share of the Additional Consideration to be paid to Yergos dental benefits called for by this clause (b) shall be added to the then outstanding principal balance on Yergos' Buyer Notesupplemental benefits. In addition, with such Additional Consideration to your previous stock option agreements shall be paid to Yergos paid over deemed fully accelerated and you shall remain fully exercisable for the balance of their respective ten year terms subject to the then remaining term requirements of Yergos' Buyer Notethe federal securities laws. EBIT, Any and all consideration described in this Paragraph 3 shall constitute consideration for purposes Executive’s execution of calculating Additional Consideration this Agreement and such consideration shall be calculated consistent with the methodology set forth on Schedule 2(d)reduced by applicable withholding taxes, which methodology shall, except where otherwise reflected on Schedule 2(d) payroll deductions and amounts required by law to be consistent with GAAP and Buyer's audited financial statementswithheld. Executive acknowledges that the consideration described in this Paragraph 3 constitutes consideration to which Executive was not previously entitled in the absence of this Agreement, whether by Company policy, written agreement or otherwise. Notwithstanding anything in this Agreement to the contrary, including but not limited to the provisions of the first sentence of this Paragraph 3, the Company may accelerate the timing of any payment payable to Executive under this Agreement in the event the Company determines in its sole discretion that such acceleration could minimize or eliminate the risk that any payment to Executive hereunder would be deemed to violate Section 409A of the Internal Revenue Code, as it may be amended from time to time.

Additional Consideration. In addition to the aggregate Purchase Price of $5,000,000 pursuant to the Agreement, the Buyer agrees shall purchase from the Company, and the Company shall sell to pay the Buyer,an aggregate of up to Yergos192,500 Units, Hxxxxxxxx, Kxxxxxx and Hxxx (in exchange for the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based on this Section 2(d). Additional Consideration to be paid by the Buyer to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth below. The , which Additional Consideration shall be paid by the Buyer to the Additional Consideration Sellers in accordance with the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate installments of $500,000.00 if the Companies achieve at least $1,600,000.00 100,000 on or before the thirtieth (30th) calendar day following the date of EBIT during the EBIT Bonus Periodpayment of the prior installment until the total Additional Consideration has been paid, or (ii) an aggregate of $1,000,000.00 if with the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share first installment of the Additional Consideration to be paid to each on or before the thirtieth (30th) calendar day following the final payment of Hxxxxxxxx, Kxxxxxx and Hxxx shall be paid out over a period of 24 months the aggregate Purchase Price in accordance with Section 2.4(e) of the terms and conditions set forth Agreement (as amended in promissory notes Amendment No. 3 to be delivered the Agreement). Following receipt by Buyer to Hxxxxxxxx, Hall and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1." The proportionate share Company of each payment of the Additional Consideration as set forth above, the Company shall issue and deliver to be the Buyer, within five (5) days of such payment, certificates representing the pro rata portion paid for by such installment of the Series B Shares, the shares of the Company’s common stock and the warrants underlying the Units. In the event that the Buyer shall fail to Yergos 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 added granted a 7-day extension), the Company may, from and after the expiration of any and all applicable cure periods, terminate the Agreement (as amended) and the same shall become null and void, provided however that Company shall, in any event, retain the portion of the Additional Consideration paid. If Buyer shall fail to timely pay any installment of the Additional Consideration, the Company shall have no right to pursue any other remedy against Buyer except as set forth in this Section 1(a). As further inducement for the Buyer to enter into this Amendment and provide the Additional Consideration, the Company and Buyer agree that all outstanding warrants to purchase shares of Common Stock of the Company held by the Buyer and/or its members or assigns shall, as of the date of this Amendment, be amended and hereinafter shall be on terms identical to the then Cashless Warrants. Upon surrender of any outstanding principal balance warrant certificate or agreement by the Buyer and/or its members or assigns to the Company, the Company shall promptly cancel such warrant certificate and reissue a new warrant certificate for the same number of warrants on Yergos' Buyer Note, with such Additional Consideration terms identical to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statementsCashless Warrants.

Additional Consideration. Buyer agrees For purposes of the outstanding and unvested time-based Restricted Stock Awards granted to pay Executive on March 27, 2018, March 28, 2017 and February 24, 2016, under the Company’s 2007 Omnibus Stock and Incentive Plan, as amended from time to Yergostime, Hxxxxxxxx, Kxxxxxx and Hxxx (the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based on this Section 2(d). Additional Consideration to be paid by the Buyer all unvested shares thereunder shall vest immediately prior to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as Retirement Date; • For purposes of the Closing (three outstanding and unvested performance-based Restricted Stock Awards granted to Executive on February 24, 2016 under the "EBIT Bonus Period") Company’s 2007 Omnibus Stock and Incentive Plan, as set forth below. The Additional Consideration amended from time to time, the remaining unvested shares thereunder shall be paid by the Buyer to the Additional Consideration Sellers in accordance with the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate of $500,000.00 if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Additional Consideration to be paid to each of Hxxxxxxxx, Kxxxxxx and Hxxx shall be paid out over a period of 24 months remain eligible for vesting in accordance with the terms thereof after the Retirement Date notwithstanding Executive’s retirement hereunder (it being understood and conditions agreed that (i) such vesting, if at all, shall be based on the extent to which the performance measures thereunder are satisfied, and (ii) all other outstanding and unvested performance-based Restricted Stock Awards granted to Executive under the Company’s 2007 Omnibus Stock and Incentive Plan shall expire and be of no further force or effect as of the Retirement Date); • Executive shall be entitled to participate in the Company’s 2018 Annual Incentive Plan (the “AIP”) in respect of the Company’s 2018 performance. Any earned payment under the AIP (to the extent earned consistent with the AIP and pursuant to the achievement factors that are applicable to the performance metrics therein) will be made without any discretionary reductions thereto (except to the extent any such discretionary reductions are consistent with the discretionary reductions mandated by the Company’s Compensation Committee and/or Board applicable to the payments with respect to 2018 performance under the AIP for substantially all of the other senior executives of the Company), and will be paid when such AIP payments are made to the other executives of the Company; and • The Company shall reimburse Executive for reasonable legal fees incurred in connection with the negotiation and execution of this Agreement in an amount not to exceed $10,000; it being understood and agreed that, Executive acknowledges the benefits set forth in promissory notes this Section 3(c) are in addition to be delivered by Buyer any benefits on Executive’s resignation and retirement to Hxxxxxxxx, Hall which Executive is otherwise entitled if his resignation and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1." The proportionate share retirement were to occur as of the Additional Consideration to be paid to Yergos shall be added to the then outstanding principal balance on Yergos' Buyer Note, with such Additional Consideration to be paid to Yergos paid over the balance date of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statementsthis Agreement.

Additional Consideration. Buyer agrees As additional consideration for the Reinsurer entering into this Agreement, the Reinsurer shall be entitled to pay one hundred percent (100%) of all deposits, premiums, Contract Loan repayments and other considerations or payments with respect to Yergosthe General Account Liabilities of the Company and the General Account Reinsured Liabilities, Hxxxxxxxx, Kxxxxxx and Hxxx (to the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based extent such amounts are either received or receivable on this Section 2(d). Additional Consideration to be paid or after the Inception Date by the Buyer Company or the Reinsurer or released from the Company's suspense account on or after the Inception Date, including all amounts with respect thereto actually paid or payable to the Additional Consideration Sellers Company (or to the Reinsurer as administrator) under the Assumed Reinsurance Agreements and all amounts recovered or recoverable under the Ceded Reinsurance Agreements. In addition, with respect to the Separate Account Liabilities of the Company and the Separate Account Reinsured Liabilities, the Reinsurer shall be contingent upon the Companies meeting certain earnings before interest and tax entitled to one hundred percent ("EBIT"100%) goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth below. The Additional Consideration shall be paid by the Buyer to the Additional Consideration Sellers in accordance with the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate of $500,000.00 if all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the Companies achieve at least $1,600,000.00 of EBIT during XXXX Contracts collected or collectible by the EBIT Bonus PeriodCompany on or after the Inception Date, and any other charges, fees and similar amounts received or receivable by the Company from the XXXX Separate Account on or after the Inception Date (collectively, the "Separate Account Charges") and (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Additional Consideration to be all amounts paid to each of Hxxxxxxxx, Kxxxxxx and Hxxx shall be paid out over a period of 24 months in accordance with the terms and conditions set forth in promissory notes to be delivered by Buyer to Hxxxxxxxx, Hall and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1." The proportionate share of the Additional Consideration to be paid to Yergos shall be added or payable to the then outstanding principal balance on Yergos' Buyer NoteCompany (or to the Reinsurer as administrator) under the Assumed Reinsurance Agreements or the Assumed Liabilities Services Agreement with respect to the CG Life Separate Accounts, with the AML Separate Accounts and the Lincoln Separate Accounts. For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. For the avoidance of doubt, the Company does not guarantee the collectibility of any such Additional Consideration to be paid to Yergos paid over amounts receivable or payable hereunder and the balance Reinsurer assumes all risk of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statementsnon-collectibility.

Additional Consideration. (a) The Buyer agrees to pay to Yergos, Hxxxxxxxx, Kxxxxxx Inso royalties equal to two and Hxxx one-half percent (2 1/2%) of the gross revenues recognized by the Buyer (as determined in accordance with United States generally accepted accounting principles) (the "Additional Consideration SellersQuest Royalties") additional purchase price consideration from the licensing or sale of the Quest Software Product listed on Schedule 1.1(i) hereto (or any upgrades, modifications or enhancements thereto) (the "Additional ConsiderationQuest Product") based or of any product which incorporates any part of the Quest Product, during the four-year period commencing on this Section 2(dthe Closing Date and ending on the fourth anniversary thereof (the "Royalty Period"). Additional Consideration (b) The Buyer shall pay the Quest Royalties to Inso on a quarterly basis, with each such payment being made within forty-five (45) days following the last day of the fiscal quarter within the Royalty Period (and with the last such payment being made within forty-five (45) days following the end of the fiscal quarter during which the Royalty Period expires. Each such payment shall be paid accompanied by a summary signed by the Chief Financial Officer of the Buyer setting forth in reasonable detail the gross revenues recognized by the Buyer during the period to which such payment relates and including a calculation of the Quest Royalties payable by the Buyer. Not less frequently than annually, the Buyer's independent public accountants shall deliver a certificate to the Additional Consideration Sellers shall be contingent upon showing the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as calculation of the Closing (gross revenues to which the "EBIT Bonus Period") as set forth below. The Additional Consideration shall be paid Quest Royalties relate recognized by the Buyer during the year covered by its audit and a calculation of the Quest Royalties payable by the Buyer during such year.) Inso's right to receive the Quest Royalties shall be assignable by Inso. (c) The Sellers shall have the right to conduct annually, upon reasonable notice and during normal business hours, an audit of the Buyer's books and records to the Additional Consideration Sellers in accordance with extent necessary to verify the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate calculation of $500,000.00 if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus PeriodQuest Royalties. The proportionate share cost of the Additional Consideration to be paid to each of Hxxxxxxxx, Kxxxxxx and Hxxx such audit shall be paid out over a period borne by the Sellers, unless the audit shows an underpayment of 24 months Quest Royalties in accordance with which case the terms and conditions set forth in promissory notes to be delivered by Buyer to Hxxxxxxxx, Hall and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1." The proportionate share cost of the Additional Consideration to be paid to Yergos such audit shall be added borne by the Buyer. Any payment not made when due (either on account of an underpayment of Quest Royalties or otherwise) shall bear interest at the prime rate charged from time to the then outstanding principal balance on Yergos' Buyer Notetime by Citibank N.A., with such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Noteplus 3% per annum. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statements.2.4

Additional Consideration. Buyer agrees Following the satisfaction of the Distribution Threshold, Purchaser shall not make any additional distributions to pay any of its equityholders until Purchaser has made aggregate payments to Yergos, Hxxxxxxxx, Kxxxxxx and Hxxx (Seller equal to the "Additional Consideration Sellers") additional purchase price consideration ("Maximum Additional Consideration". In the event the Distribution Threshold has been satisfied, whether as a result of a direct or indirect sale of Purchaser by its equityholders (or similar transactions) based on this Section 2(d). Additional Consideration to be paid by the Buyer or otherwise, Purchaser shall cause an amount equal to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth below. The Additional Consideration shall be paid by the Buyer to the Additional Consideration Sellers in accordance with the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate of $500,000.00 if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Maximum Additional Consideration to be paid to Seller within ten (10) Business Days of such sale by wire transfer of immediately available funds to such account as Seller may designate to Purchaser in advance in writing. Within thirty (30) days following each calendar year, Purchaser will provide Seller with written notice of Hxxxxxxxx(a) the amount of the payments and distributions made in respect of the equity of Purchaser since the Closing through the most recently completed calendar year, Kxxxxxx (b) the amount of capital contributions made by the JFL Entities in respect of the equity of Purchaser or JFL-GMG Partners, LLC or any of its Subsidiaries since the Closing through the most recently completed calendar year, (c) the clawback of any amounts previously paid by Purchaser or its Affiliates to the JFL Entities and Hxxx shall be paid out over a period of 24 months in accordance with (d) the terms and conditions set forth in promissory notes amount, if any, remaining for the Distribution Threshold to be delivered by Buyer to Hxxxxxxxxsatisfied. Purchaser shall promptly, Hall and Kxxxxxx respectively and in any event within five (5) Business Days, notify Seller of any dividend recapitalization or the form which is set forth on Exhibit "E-1." The proportionate share consummation of a sale that results in payments or proceeds that will be counted in determining whether the Distribution Threshold has been satisfied; provided, however, that any such notice regarding a sale shall not be required to provide any details regarding such sale other than (i) the structure of the Additional Consideration sale, (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 any, remaining for the Distribution Threshold to be paid satisfied. Purchaser will cause the JFL-GMG Partners LLC Agreement to Yergos shall provide (a) that distributions by JFL-GMG Partners, LLC to its equityholders will be added subject to the then outstanding principal balance 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 Yergos' Buyer Note, transactions with controlled Affiliates that are not on an arms-length basis and (c) that Seller will be a third party beneficiary of such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statementsprovisions.

Additional Consideration. As additional consideration for the Business and Assets, Buyer agrees to pay 50% of Covisint's liability under the real property lease, dated November 25, 2002, relating to YergosCovisint's offices at 00000 Xxxxxx Xxxx, HxxxxxxxxXxxxxxxxxx, Kxxxxxx Xxxxxxxx, accruing on and Hxxx (after the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based on Closing Date. Liability subject to this Section 2(d)3.7 shall include (a) any amounts paid in settlement of such lease, to the extent such settlement has received the prior written approval of Buyer, and (b) related operating expenses. Additional Consideration Covisint shall invoice Buyer on a monthly basis for the additional consideration due under this Section 3.7, for liability accrued by Covisint for the preceding month, and shall include with such invoice information in reasonable detail supporting the charges included in the invoice and the calculation of the amount invoiced. Payment shall be made by Buyer within fifteen (15) days after receipt of each such invoice; provided that if Buyer disagrees with the amount of the invoice, Buyer shall be permitted access to Covisint's books and records for the purpose of confirming the accuracy of the amount invoiced and payment shall not be due until Buyer and Covisint have agreed on the amount to be paid by Buyer. In the event the parties cannot agree upon the amount within 45 days after the invoice is received by Buyer, the parties shall submit the determination of such amount to a nationally recognized accounting firm (to be mutually agreed upon by the parties) that does not perform any material services for Buyer to the Additional Consideration Sellers or Covisint, which determination shall be contingent upon the Companies meeting certain earnings before interest made within thirty (30) days after submission and tax ("EBIT") goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth belowshall be final and binding on all parties. The Additional Consideration fees, costs and expenses incurred by such accounting firm in making such determination shall be paid borne equally by the Buyer to the Additional Consideration Sellers in accordance with the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) an aggregate of $500,000.00 if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Additional Consideration to be paid to each of Hxxxxxxxx, Kxxxxxx and Hxxx shall be paid out over a period of 24 months in accordance with the terms and conditions set forth in promissory notes to be delivered by Buyer to Hxxxxxxxx, Hall and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1parties." The proportionate share of the Additional Consideration to be paid to Yergos shall be added to the then outstanding principal balance on Yergos' Buyer Note, with such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statements.

Additional Consideration. At the Closing, the Company shall set forth in Section 1.2 of the Company Disclosure Schedule a statement identifying by name and amount all accounts receivable and accounts payable as of September 1, 2015. Buyer agrees will use reasonable commercial efforts to pay to Yergosassist the Company in collecting all such accounts receivable, Hxxxxxxxxwhich are outstanding on the Closing Date, Kxxxxxx and Hxxx (the "Additional Consideration Sellers") additional purchase price consideration ("Additional Consideration") based on this Section 2(d). Additional Consideration to be paid by the Buyer to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month 30-day period commencing as of following the Closing (the "EBIT Bonus Collection Period") as set forth below), but in no event will Buyer be obligated to institute suit, retain a collection agency or institute any other extraordinary means of collection to collect any such accounts receivable. The Company shall pay to the Shareholders, in accordance with this Section 1.2, an amount equal to the excess, if any, of (i) the cash collected by the Company with respect to the accounts receivable identified on Section 1.2 of the Company Disclosure Schedule, over (ii) the cash paid by the Company with respect to the accounts payable identified on Section 1.2 of the Company Disclosure Schedule (the "A/R Consideration"; together with the Cash Distribution, the "Additional Consideration Consideration"). Any such excess amounts shall be paid by the Buyer Company to the Additional Consideration Sellers in accordance with the percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: Shareholders within ten (i10) an aggregate of $500,000.00 if the Companies achieve at least $1,600,000.00 of EBIT during the EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share days of the Additional Consideration to end of the month within which such excess amounts are collected by the Company; provided, however, that any such excess amounts existing on the Closing Date shall be paid to each the Shareholders within thirty (30) days of HxxxxxxxxClosing. In the event that an account receivable debtor notifies the Company of a dispute by such debtor concerning a September 1, Kxxxxxx and Hxxx 2015 account receivable, all monies received from such debtor by the Company will be applied to the undisputed portion of its September 1, 2015 account receivable, if any, until such undisputed portion is fully paid before any monies are applied to the Company's account with such debtor. Buyer acknowledges that the Shareholders shall be paid out over a period free to take all action, including the institution of 24 months in accordance legal proceedings, to collect any and all monies owing to the Company with the terms and conditions set forth in promissory notes respect to be delivered by Buyer to Hxxxxxxxxany September 1, Hall and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1." The proportionate share of the Additional Consideration to be paid to Yergos 2015 account receivable, provided all such collection efforts shall be added to the then outstanding principal balance on Yergos' Buyer Note, with such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the methodology set forth on Schedule 2(d)Company's past practices. Each of the Shareholders acknowledges that Buyer has a substantial interest in the continued goodwill of the Company and the current relationships between the Company and its account debtors, which methodology shall, except where otherwise reflected on Schedule 2(d) and agrees that each such Shareholder will use commercially reasonable efforts not to be consistent interfere unduly with GAAP and Buyer's audited financial statementsrelationships with the Company's account debtors.