Common use of Contingent Consideration Clause in Contracts

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) with respect to the Straight-Line Contingent Shares (as defined below), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as the

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) with respect In addition to the Straight-Line Contingent Shares (as defined below)Closing Purchase Consideration, if any termination of the employment of Kae-por ▇. ▇▇▇▇▇ conditions described below are satisfied, Buyer shall pay to the Company additional cash consideration in the aggregate amount set forth below (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either the "Contingent Consideration"): (i) if the average aggregate Net Revenues of the Acquired Business for Cause or the three year period commencing on the first day of the month in which the Closing occurs and ending on the day preceding the third anniversary of such commencement date (iithe "Contingent Period") are at least $4.0 million but not more than $8.0 million, then Buyer shall pay to the Company the amount of aggregate Contingent Consideration determined pursuant to the following formula: X = A - (B + C) X = Contingent Consideration A = 1.05 multiplied by ▇▇▇▇▇ other than the average aggregate Net Revenues of the Acquired Business for Good Reasonthe Contingent Period B = 4,000,000 C = an amount equal to the sum of (a) $4,000,000 multiplied by the Approved Managed Asset Adjustment, and (b) with respect the Warrant Consideration Adjustment (ii) if the average aggregate Net Revenues of the Acquired Business for the Contingent Period are greater than $8.0 million but not greater than $15.0 million, then Buyer shall pay to the Conditional Company the amount of aggregate Contingent Shares Consideration determined pursuant to the following formula: X = A - (as defined belowB + C) X = Contingent Consideration A = 1.55 multiplied by the average aggregate Net Revenues of the Acquired Business for the Contingent Period B = 4,000,000 C = an amount equal to the sum of (a) $4,000,000 multiplied by the Approved Managed Asset Adjustment, and (b) the Warrant Consideration Adjustment (iii) if the average aggregate Net Revenues of the Acquired Business for the Contingent Period are greater than $15.0 million, then Buyer shall pay to the Company the amount of aggregate Contingent Consideration determined pursuant to the following formula: X = A - (B + C) X = Contingent Consideration A = the lesser of (i) $31.5 million or (ii) the product of 1.80 multiplied by the average aggregate Net Revenues of the Acquired Business for the Contingent Period B = 4,000,000 C = an amount equal to the sum of (a) $4,000,000 multiplied by the Approved Managed Asset Adjustment, and (b) the Warrant Consideration Adjustment (b) If the conditions set forth below are satisfied, the Buyer shall make advances of a portion of the Contingent Consideration to the Company in the amounts set forth below within 60 days after the end of each of the first two years of the Contingent Period: (i) If the aggregate Net Revenues of the Acquired Business for the first year of the Contingent Period exceed $4.0 million, then Buyer shall advance to the Company an amount determined pursuant to the following formula: X = A - (D - C) X = Advance A = aggregate Net Revenues of the Acquired Business for the first year of the Contingent Period. B = 1.05, if A is greater than $4.0 million but not more than $8.0 million; 1.55 if A is greater than $8.0 million but not more than $15.0 million; or 1.80, if A is greater than 15.0 million. C = $4,000,000 D = The lesser of (i) $31.5 million or (ii) the product of A multiplied by B. (ii) If the average aggregate Net Revenues of the Acquired Business for the first two years of the Contingent Period exceed $4.0 million, then Buyer shall advance to the Company an amount determined pursuant to the following formula: X = A - (D - C) X = Advance A = the average aggregate Net Revenues of the Acquired Business for such two-year period. B = 1.05, if A is greater than $4.0 million but not more than $8.0 million; 1.55 if A is greater than $8.0 million but not more than $15.0 million; or 1.80, if A is greater than $15.0 million. C = $4,000,000 plus the amount paid pursuant to Section 1.6(b)(i). D = The lesser of (i) $31.5 million or (ii) the product of A multiplied by B. (iii) Any advances made pursuant to this Section 1.6(b) shall reduce the amount of any Contingent Consideration payable after the termination of the Contingent Period on a dollar for dollar basis. In the event that the Contingent Consideration payable to the Company following the termination of the Contingent Period is less than the aggregate amount of the advances made to the Company, the Company agrees, jointly and severally, to repay to Buyer within ten (10) days after determination of the amount of Contingent Consideration payable (the "Due Date"), the failure amount of advances received, together with interest at the prime rate of The Chase Manhattan Bank plus 2 percent from the tenth day after the due date to the date of repayment to Buyer. (c) Within 45 days after the end of each year of the Subsidiary to attain the CTM Revenue targets as provided hereinContingent Period, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder Buyer shall prepare and each holder of a Company Share Option immediately prior deliver to the Closing Company a statement of Net Revenues of the Acquired Business for the immediately preceding year (each an “Option Holder” and collectivelythe "Statement of Net Revenues"). Within ten days after delivery of the Statement of Revenues to the Company, the “Option Holders”Company may dispute the Statement of Revenues by giving written notice (a "Notice of Disagreement") have not acquired to Buyer setting forth in reasonable detail the basis for any such dispute (any such dispute being hereinafter called a vested interest "Disagreement"). Any Disagreement under this Section shall be resolved in accordance with the vesting provisions of this procedures set forth in Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”)1.5 hereof. Notwithstanding anything in Any Contingent Consideration payable under this Agreement to shall be paid 60 days after the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) expiration of the Contingent Shares (the “Straight-Line Contingent Shares”)Period or, over a period commencing from if later, the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% all Disagreements relating to such Contingent Period have been finally resolved. (d) For purposes of the Straight Line calculation of Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this AgreementConsideration, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), Buyer agree as follows: (i) If to allocate any revenues attributable to Convertible Business from accounts of NA or NIG existing at Closing to the 2014 CTM Revenue Acquired Business, as appropriate, provided that revenues from accounts of NA or NIG existing at Closing attributable to business other than Convertible Business shall equal or exceed $2,500,000be allocated to the Acquired Business, as appropriate, up to a maximum amount for all revenues attributable to business other than Convertible Business not exceeding 10% of the Selling Shareholders and total revenues of the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares.Acquired Business without taking into account revenues attributable to business other than Convertible Business described in Section 1.7(d)(ii); (ii) If to allocate any revenues attributable to Convertible Business which is produced by sales representatives employed by NA or NIG as of Closing to the 2015 CTM Revenue Acquired Business, as appropriate, provided that revenues produced by sales representatives employed by NA or NIG as of Closing attributable to business other than Convertible Business shall equal or exceed $3,500,000be allocated to the Acquired Business, as appropriate up to a maximum amount for all revenues attributable to business other than Convertible Business not exceeding 10% of the Selling Shareholders and total revenues of the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares.Acquired Business without taking into account revenues attributable to business other than Convertible Business described in Section 1.7(d)(i); (iii) If to allocate new investment management opportunities relating to Convertible Business (whether for existing clients of Buyer's other divisions or business units or new clients) produced by sales representatives of Buyer's divisions or business units (other than the 2014 CTM Revenue did Acquired Business) among the Acquired Business on the one hand and any other divisions or business units of Buyer, on the other hand, fairly based upon (v) the source of the opportunity; (w) the history of the relationship with the potential client; (x) the investment objectives of the potential client; (y) the identity of the personnel who will provide the investment management services; and (z) such other factors as the Buyer determine are materially relevant to achieve a fair allocation consistent with providing the highest quality services to the client; and (iv) not equal to change its accounting policies in any way that has a material adverse effect on the calculation of the revenues of the Acquired Business. Nothing contained in this Section of the Agreement shall be deemed to create an obligation on the part of the Buyer or exceed $2,500,000 their Affiliates, whether express or implied, to continue all or part of the 2015 CTM Revenue did Acquired Business, to sell or not equal or exceed $3,500,000 and sell any of the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue assets of the Company used in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all operation of the Conditional Contingent Shares Acquired Business, to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent continue or its affiliates discontinue offering products or any successor entity either (i) services offered by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason NA or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested NIG as of the end Closing Date, or to develop new products or offer new services, and nothing contained in this Section or in the Agreement shall create a duty on behalf of Buyer to facilitate the ability of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect Company to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for earn the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as theConsideration.

Contingent Consideration. Parent 3.4.1 The Contingent Consideration shall be equal to a maximum amount of EUR 5,200,000 and shall be determined in accordance with what is hereby granted set out in ‎Schedule 3. 3.4.2 If any Contingent Consideration is due by the right (the “Repurchase Right”), exercisable at any time following: (a) with respect Purchaser to the Straight-Line Contingent Shares (as defined below), any termination Sellers it shall be satisfied in cash on its due date in accordance with what is set out in ‎Schedule 3 by means of a bank transfer from the Purchaser to the account nos. * of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good ReasonSellers in the proportion set out in ‎Schedule 2. 3.4.3 If, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, due date of any part of the “Option Holders”) have not acquired a vested interest Contingent Consideration in accordance with ‎Schedule 3, the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement Sellers owe any amount to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination Purchaser or any of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect Companies pursuant to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate Article 6 or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date other provision of this Agreement, with the final installment vesting on December 31, 2015. In addition, Sellers shall have the Selling Shareholders and right (but not the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect obligation) to, sixty seven percent on the due date of such amount, pay such amount into an Escrow Account instead of to the Purchaser directly. The amounts so standing to the credit of Escrow Accounts (67%and interest accrued thereon) will be released from the Escrow Account and paid to the Purchaser on the date of receipt by the Sellers of payment of the next following tranche of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares Consideration in accordance with this Section 1.2(c), then in such event ‎Schedule 3. 3.4.4 If on the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all due date of any part of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares Consideration in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c)Schedule 3, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates Purchaser has outstanding one or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (more bona fide duly substantiated Claims in accordance with the vesting computation provisions Article 6 of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and Agreement or a bona fide duly substantiated claim in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements provision of this Agreement, irrespective of whether such Claim or claim is disputed or not by the Sellers (the "Substantiated Outstanding Claims"), the Purchaser shall remain be entitled to pay an amount equal to the bona fide duly substantiated assessment of the amount of the Substantiated Outstanding Claims into an Escrow Account, with the remainder of the Contingent Consideration (if any) to be paid in escrow until such time accordance with Article ‎3.4.2. Upon (deemed) acceptance by the Sellers or times as theupon acceptance by the competent court of a Substantiated Outstanding Claim, the amounts so accepted (and any interest accrued thereon) will within fifteen days be released from the Escrow Account and paid to the account nominated by the Purchaser. Upon withdrawal or reduction by the Purchaser of a Substantiated Outstanding Claim or upon refusal or reduction by the competent court of a Substantiated Outstanding Claim, the amounts so withdrawn, refused or reduced (and any interest accrued thereon) will within fifteen days be paid to the account nos. * of the Sellers in the proportion set out in ‎Schedule 2. This Article ‎3.4.4 shall not apply for Substantiated Outstanding Claims for which the Sellers have already set up an Escrow Account in accordance with Article ‎3.4.3. 3.4.5 In case of application of Articles ‎3.4.3 and/or ‎3.4.4, any costs or expenses relating to the opening, operating and closing of any Escrow Account will be borne by the Purchaser on the one hand and the Sellers on the other hand on a 50-50 basis.

Contingent Consideration. Parent is hereby granted Following the right Closing, the ------------------------ Corporation shall pay additional contingent cash consideration (the “Repurchase Right”), exercisable at any time following: (a"Contingent Cash Consideration") with respect to the Straight-Line Contingent Shares (as defined below), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If An amount of Contingent Cash Consideration equal to fifty percent (50%) of the 2014 CTM Revenue shall equal cash actually received in connection with the sale of the FCC Excluded Stations after payment of or exceed $2,500,000provision for all costs and expenses incurred by or on behalf of the Corporation or its Affiliates in connection with such sale, including, without limitation, commissions, trustee fees and professional fees (the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares"Net Cash Proceeds"). (ii) If An amount of Contingent Cash Consideration equal to all Net Cash Proceeds actually received by The Z-Spanish II Trust in connection with the 2015 CTM Revenue shall equal or exceed $3,500,000, sale of any of the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent SharesDOJ Excluded Stations to third parties. (iii) If the 2014 CTM Revenue did not equal DOJ approves the retention of any or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional DOJ Excluded Stations by the Corporation or any of its Affiliates, the Corporation shall pay additional Contingent Shares Cash Consideration in the amount of the Agreed Value (as defined below) of each such station. If the DOJ approves the retention of any such station by the Corporation or its Affiliates within ninety (90) days after the Closing of the Merger, the Agreed Value will be as set forth on Exhibit "B-1" hereto. If the DOJ ------------- approves of the retention of any such station by the Corporation or its Affiliates after the expiration of the ninety (90) day period following the Closing of the Merger, but before December 31, 2000, the Agreed Value of each such station shall be 19.23 times broadcast cashflow relating to such station or stations computed with respect to the extent twelve (12) month period ending at the end of the month immediately preceding sale of any such station or station, as the case may be, but in no event more than the price that would have been paid for such station as set forth on Exhibit "B-1" ------------- hereto. If the DOJ shall fail to approve before December 31, 2000 the retention of any station by the Corporation or its Affiliates (or if at any time before December 31, 2000 the ZSPN Representatives shall determine to discontinue to seek the DOJ's approval for the retention of any such station(s) by the Corporation or its Affiliates, including without limitation because the ZSPN Representatives believe that it may be impractical to obtain such DOJ approval or for any other reason), then any station(s) with respect to which there shall have been such a failure to obtain DOJ approval or such a determination to discontinue to seek DOJ approval, shall not be transferred to the Corporation or its Affiliates, shall cease to be covered by this subsection (iii), and shall instead to be sold to third part(ies) as contemplated by subsection (ii) above. (iv) For purposes of computing the Net Cash Proceeds of the sale of any of the FCC Excluded Stations or DOJ Excluded Stations under the foregoing subsection (i), costs incurred in connection with the sale shall include Taxes (the "Disposition Tax Cost") incurred on any income or gain recognized by the Corporation or any of its Affiliates in connection with the sale of such station; provided that such taxes shall not be treated as incurred in an amount which exceeds that amount of Taxes (the "ZSPN Tax Amount") that would have been payable by ZSPN and its Affiliates with respect to such income, determined as if such corporations continued to file their returns on the same basis as such returns were filed for the periods ending on the Closing Date, including taking into account as offsets against such income or gain any federal and state losses or loss carryforwards of ZSPN and its Affiliates that existed at the time of the Merger and would have been usable in the first taxable year of any of such corporations beginning after the Closing, and without regard to any income of such corporations arising after the Closing Date other than income and gain attributable to the sale of the FCC Excluded Stations and DOJ Excluded Stations. (v) All amounts of Contingent Cash Consideration payable pursuant to this Section 2.7(b) shall be treated as Cash Consideration Value for purposes of Section 2.9(a) and shall be paid by wire transfer of immediately available funds, as directed by the ZSPN Representatives pursuant to Section 2.9(b). Payments required by Section 2.7(b)(i) or (ii) shall be made by Entravision within two (2) business days after receipt of the proceeds of a sale of any station requiring such payments (treating for purposes of this initial payment the ZSPN Tax Amount (or a good faith estimate thereof) as if it were equal to the Disposition Tax Cost), and payments required by Section 2.7(b)(iii) shall be made within two (2) business days after the approval of the retention or transfer referred to therein. Promptly after sufficient facts become available to make a final determination of the ZSPN Tax Amount or the actual Disposition Tax Cost with respect to any station sale, but not later than date of the filing of the income tax returns reflecting the gain recognized on the sale of any such station, the excess, if any, of the Contingent Cash Consideration over the amount previously vestedpaid under Section 2.9(b) shall be paid by wire transfer of immediately available funds, as directed by the ZSPN Representatives pursuant to Section 2.9(b). In the event of any termination of employment of ▇▇▇▇▇ with Parent the ZSPN Tax Amount or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by Disposition Tax Cost is subsequently determined to be different than the death or Disability of ▇▇▇▇▇ prior to amounts previously reflected in the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all determination of the Straight-Line amount of the Contingent Shares in accordance with Cash Consideration paid pursuant to this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c2.7(b), the Selling Shareholders and the Option Holders Contingent Cash Consideration payable hereunder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line be recumputed. Any additional Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates Cash Consideration payable (or any successor entity through excess of prior payments over the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line corrected Contingent Shares that remain Unvested Shares thereafter. No fractional shares Cash Consideration) shall be repurchased by Parent. Accordinglypaid promptly to (or by) the ZSPN Representatives, should as may be necessary to cause the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the total Contingent Shares shall be deposited in escrow with the Secretary of Parent Cash Consideration paid hereunder to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as thecorrect.

Contingent Consideration. Parent is hereby granted (a) Subject to the right ultimate sentence of this Section 7.6(a), upon the first occurrence of a MoM Measurement Event in which the SL MoM exceeds 3.0x (calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 7.6(a)), the Applicable Payor shall pay, or cause to be paid, to the Intel Partners (pro rata in accordance with the aggregate number of Units held by each such Intel Partner) an aggregate amount, in immediately available funds within five (5) Business Days, equal to the lesser of (i) the Contingent Consideration Obligation and (ii) such amount (if any), the payment of which to the Intel Partners would result in the SL MoM being equal to 3.0x (such lesser amount, the “Repurchase RightContingent Consideration Payment”). In the event the Contingent Consideration Payment is less than the Contingent Consideration Obligation, then, upon the occurrence of a subsequent MoM Measurement Event (for the avoidance of doubt, other than a Company Sale) in which the SL MoM exceeds 3.0x (calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 7.6(a) in respect of such MoM Measurement Event), the Applicable Payor shall pay, or cause to be paid, to the Intel Partners (pro rata in accordance with the aggregate number of Units held by each such Intel Partner) an aggregate amount equal to the lesser of (x) the then Remaining Contingent Obligation as of such MoM Measurement Event (if any) and (y) such amount (if any), the payment of which to the Intel Partners would result in the SL MoM being equal to 3.0x, until such time as the Intel Partners shall have received an aggregate amount equal to the Contingent Consideration Obligation. For the avoidance of doubt, the maximum aggregate amount payable pursuant to this Section 7.6 in respect of all MoM Measurement Events is an amount equal to the Contingent Consideration Obligation. Notwithstanding the foregoing, upon the earlier of a MoM Measurement Event that is (i) a Company Sale occurring before an IPO (as set forth in clause (1) in the definition of “MoM Measurement Event”) or (ii) the date that is 12 months after the consummation of an IPO (as set forth in clause (4) in the definition of “MoM Measurement Event”), exercisable at and following the Applicable Payor’s compliance with this Section 7.6(a), this Section 7.6(a) shall terminate in its entirety, and none of the SL Partners, the Company Entities nor any time following: other Person shall have an obligation to pay any additional amount thereafter, even if less than the Contingent Consideration Obligation was paid (aor no amount was due pursuant to this Section 7.6). (b) In the event of a Cash Company Sale, with the prior written consent of the Intel Partners, the SL Partners may cause one or more Company Entities to pay any amount due pursuant to Section 7.6(a) to the Intel Partners (pro rata in accordance with the aggregate number of Units held by each such Intel Partner) in satisfaction of the SL Partners’ payment obligations under Section 7.6(a) with respect to such Cash Company Sale; provided that such consent of the StraightIntel Partners may not be unreasonably withheld, conditioned or delayed if such payments by the Company Entities are not less favorable from a financial and timing point of view to the Intel Partners than the SL Partners making the applicable payments in accordance with Section 7.6(a). (c) Payment of any portion of the Contingent Consideration Obligation to the Intel Partners shall not be subject to any counterclaim, set-Line Contingent Shares off, abatement, deferment or defense based upon any claim that the SL Partners may have against any Intel Partner, any of the Company Entities or any other Person, and such obligation shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (as defined belowwhether or not the Purchaser shall have any knowledge thereof) other than the conditions set forth in Section 7.6(a). (d) If the Applicable Payor fails to promptly pay, or cause to be paid, any portion of any amount payable to the Intel Partners pursuant to Section 7.6(a) and no payment of such amount is made pursuant to Section 7.6(b), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) the Applicable Payor shall also pay, or cause to be paid, any reasonable and documented out-of-pocket costs and expenses incurred by the Intel Partners in connection with a suit, litigation or legal proceeding to enforce this Agreement that results in a judgment against the Applicable Payor for Cause such amount payable pursuant to Section 7.6(a) and (ii) the Applicable Payor shall pay, or cause to be paid, to the Intel Partners interest on such overdue amount (for the period commencing as of the date that such overdue amount was originally required to be paid pursuant to Section 7.6(a) and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made, or such lesser rate per annum that is the maximum permitted under Applicable Law. (e) Following the date hereof until the date that the payment obligations under Section 7.6(a) are paid in full, the SL Partners shall not, and shall ensure that its Subsidiaries (including each Company Entity), do not (i) enter into or amend any Contract that expressly by its terms (A) contractually restricts or delays or (B) could, as of the date of entering such Contract, reasonably be expected to restrict or delay, or (ii) by ▇▇▇▇▇ take any other than for Good Reason, and (b) action with respect to the Conditional Contingent Shares (as defined below), the failure specific intention of the Subsidiary to attain the CTM Revenue targets as provided hereinnot paying or delaying, in each case to repurchase at case, the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder payment of a Company Share Option immediately prior any amount payable to the Closing (each an “Option Holder” Intel Partners under Section 7.6(a) as and collectivelywhen due; provided, that, the “Option Holders”entry into, or amendment of, any debt financing arrangement to which any Company Entity is a party (including any such debt financing arrangement containing negative covenants or restrictions on distributions or other payments) have shall not acquired be deemed a vested interest in accordance with the vesting provisions violation of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”7.6(e). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (iif) If Each of the 2015 CTM Revenue shall equal or exceed $3,500,000Company, the Selling Shareholders Intel Partners and the Option Holders SL Partners shall acquire a vested interest inreasonably cooperate in connection with the effectuation of the transactions contemplated by this Section 7.6 and at the request of the Board, each such Person will execute and deliver, or cause to be executed and delivered, such instruments and other documents, and will take, or cause to be taken, such other actions, as the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If Board may reasonably request for the 2014 CTM Revenue did not equal purpose of carrying out or exceed $2,500,000 or evidencing the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) transactions contemplated by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as the7.6.

Contingent Consideration. Parent is hereby granted ‌ (a) As additional consideration for the right purchase and sale of the Purchased Shares, Buyer shall pay an amount of $2,000,000 (the “Repurchase Right”)"Contingent Consideration") if, exercisable at any time following: within five (a5) with years from the Closing Date:‌ (i) the Facility becomes viable; or‌ (ii) a Fundamental Change occurs in respect to the Straight-Line Contingent Shares (as defined below), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and the Corporation. (b) with respect to the Conditional Contingent Shares (as defined belowFor purposes of Section 2.03(a)(i), the failure Facility will be deemed to be viable when [Redacted – Commercially Sensitive] Notwithstanding the foregoing, Buyer shall have the right, in its sole discretion, to pay the Contingent Consideration at anytime following the Closing. (c) Buyer shall pay the Contingent Consideration within five Business Days following the occurrence of the Subsidiary to attain the CTM Revenue targets as provided herein, applicable event in each case to repurchase at the Repurchase Price the Section 2.03(a) (“Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option HoldersConsideration Payment Date ”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination by one of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”)following methods, as followsdetermined in its sole discretion: (i) If by way of a cash payment to Seller by wire transfer of immediately available funds in accordance with banking instructions provided by Seller at least three Business Days prior to the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares.date such payment is due; or (ii) If subject to the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all approval of the Conditional Contingent CSE (or such other stock exchange where the Buyer Shares are listed at the time), if required, by the issuance and delivery to the extent not previously vested. In the event Seller, free and clear of any termination all Encumbrances and resale restrictions, freely tradable immediately upon such delivery and registered as directed by Seller, that number of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either Buyer Shares as is equal to: (i) the amount of the Contingent Consideration; divided by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ the VWAP of the Buyer Shares on the CSE for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ 10 trading days ending on the day prior to the date that of issuance.‌ (d) For certainty, Buyer may elect to pay the Selling Shareholders Contingent Consideration by way of Section 2.03(b)(ii) only if the CSE (or such other stock exchange where the Buyer Shares are listed at the time) has provided any required approvals therefor, and Buyer Shares delivered thereby are immediately freely tradable (and not subject to any restricted period under National Instrument 45-102 – Resale of Securities) by Seller upon their issuance and delivery to Seller by Buyer. (e) Promptly after Buyer knows or has reason to believe an event under Section 2.03(a) is likely to occur, Buyer shall provide a written notice thereof to Seller. Buyer shall provide further written notice immediately once such event has occurred, which notice shall state the Option Holders shall have become fully vested with respect manner in which it has elected to all of pay the Straight-Line Contingent Consideration pursuant to Section 2.03(b) and in case it has elected to deliver Buyer Shares in accordance with this pursuant to Section 1.2(c2.03(b)(ii), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all an estimate of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Buyer Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any a request for wire transfer instructions, securities account information and other assets particulars it may require to complete such payment or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as theissuance.

Contingent Consideration. Parent is hereby granted (a) The Company Shareholders shall be issued their Pro Rata Percentage of the right Contingent Consideration earnable with respect to each Power Purchase Agreement entered into between the Company (or an Affiliate of the Company) and a Qualifying Counterparty on or before June 30, 2022 (the Contingent Consideration earned in respect of each Power Purchase Agreement, the “Repurchase RightProject Contingent Consideration”), exercisable at any time following: (a) with respect to upon the Straight-Line Contingent Shares (as defined below), any termination satisfaction of the employment of Kae-por ▇. ▇▇▇▇▇ conditions below (each condition an “▇▇▇▇▇Earnout Condition” and the date the Earnout Condition is satisfied, the “Measurement Date”) with Parent or its affiliates or any successor entity either ): (i) for Cause or one-third of the Project Contingent Consideration upon the signing of the Power Purchase Agreement; (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure one-sixth of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase Project Contingent Consideration upon signing an agreement for bank financing representing at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing least seventy percent (each an “Option Holder” and collectively, the “Option Holders”70%) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment projected capital cost of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reasonthe project; (iii) one-sixth of the Project Contingent Consideration upon commencement of operations under the Power Purchase Agreement; and (iv) one-third of the Project Contingent Consideration after ninety days of operation at ninety-five percent (95%) of nameplate capacity; provided, (y) that, following the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, achievement of all four Earnout Conditions with respect to any one Power Purchase Agreement, all Project Contingent Consideration will be deemed earned and all Contingent Shares in which payable for each other subsequent Power Purchase Agreement upon the Selling Shareholders signing of the respective Power Purchase Agreement (and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to will be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse immediately payable with respect to, thirty three percent (33%) to any Power Purchase Agreement already signed as of the Contingent Shares (the “Straight-Line Contingent Shares”such date), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (iib) If the 2015 CTM Revenue shall equal As used herein, a “Qualifying Counterparty” means an entity listed in Schedule 2.4(b), which schedule may be modified or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all amended by mutual consent of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent Company and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities HL from time to time deposited with Parent pursuant up to the requirements of this Agreement, shall remain in escrow until such time or times as theClosing.

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) with respect Upon the last day of the Survival Period (or if such date is not a Business Day, the next Business Day), Acquiror shall, subject to Sections 1.16(b) and (c) pay to the Straight-Line Contingent Shares Company Holders’ Agent (as defined below), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect payment to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then 1.16) in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares aggregate an amount equal to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or $840,000, plus (ii) by ▇▇▇▇▇ without Good Reason prior to the date that Positive True-Up Amount (if any), minus (iii) the Selling Shareholders and Negative True-Up Amount (if any), minus (iv) the Option Holders shall have become fully vested with respect to all amount of any resolved Claims or Third Party Claims in favor of the Straight-Line Acquiror Indemnified Persons under ARTICLE VIII that have not been directly paid by the Company Holders, minus (v) the Outstanding Claim Reserve (as defined below) as of the time of calculation (such amount, the “Initial Contingent Shares Consideration”), which Initial Contingent Consideration, if positive, shall be allocated among the Company Holders in proportion to each Company Holder’s Pro Rata Share. For purposes hereof, “Outstanding Claim Reserve” means, as of the applicable date, all amounts claimed by Acquiror to be then owed to (or, if Acquiror has not then finally determined the amount that may be claimed, Acquiror’s good faith estimate of the maximum amount that may be claimed by Acquiror to be owed to) the Acquiror Indemnified Persons in respect of indemnity claims made by the Acquiror Indemnified Persons in accordance with this Section 1.2(c)ARTICLE VIII. If there is a positive Outstanding Claim Reserve amount as of the last day of the Survival Period, then, in addition to following payment of the number of Straight-Line Initial Contingent Shares, Consideration (if any) as set forth above, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order as the Outstanding Claim Reserve is zero, the Initial Contingent Consideration shall be recalculated as of such time (such recalculated amount, the “Final Contingent Consideration”) and an amount equal to make one whole vested share no longer the excess (if any) of the Final Contingent Consideration over the Initial Contingent Consideration shall, subject to the Repurchase Right. Subject to Sections 1.16(b) and in accordance with the provisions of Section 1.2(b(c), the certificates for the Contingent Shares shall promptly be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant paid to the requirements of this Agreement, shall remain Company Holders’ Agent (for payment to the Company Holders in escrow until such time or times as theproportion to each Company Holder’s Pro Rata Share).

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) The Interim Consideration, the Earn-Out Consideration and the Buy-Out Consideration and the Seller Interim Consideration, the Seller Earn-Out Consideration and the Seller Buy-Out Consideration shall be calculated in accordance with Schedule 2.04; provided, however, that the Contingent Consideration, if any, shall in no event whatsoever exceed in the aggregate $32,500,000 less the ▇▇▇▇ Pool Amount (as defined in Schedule 2.04). (b) The right to receive Contingent Consideration, if any, payable pursuant to this Agreement is a contract right only and no certificate evidencing such right shall be issued. The right to receive Contingent Consideration pursuant to this Agreement shall not be transferred or assigned, other than to the Principals or their Permitted Designees. (c) During the Contingent Consideration Term, it is anticipated that the Principals will manage the day-to-day affairs of the Surviving Business subject to the terms of the Employment Agreements; provided, however, that the written consent of Buyer will be required prior to the Surviving Business, or the Principals on behalf of the Surviving Business, taking any of the following actions: (i) incurring any indebtedness for borrowed money; (ii) entering into any agreement to purchase or lease real estate or a similar office suite arrangement; (iii) terminating five (5) or more employees (other than for cause) in connection with a single plan or within any consecutive forty-five (45) day period; (iv) subject to Buyer’s reasonable standards for the terms and conditions of all Buyer’s contracts, execution of material agreements outside of the ordinary course of the business of the Surviving Business; (v) obligating the Surviving Business to capital investments, except as set forth in an Approved Budget; (vi) managing the Surviving Business’ selling, general and administrative investments and costs, including, without limitation, the termination or hiring of non-billable employees of the Surviving Business, and any other cost not included in Surviving Business Professional Service Costs (as defined in Schedule 2.04), except as set forth in an Approved Budget; (vii) entering into any agreement guaranteeing employment or minimum severance to any person, or any other terms of employment outside of the ordinary course; (viii) taking any action with respect to litigation matters or threatened litigation; (ix) taking any action to increase or decrease compensation to Key Employees other than in the Straightordinary course of business of the Surviving Business; (x) effecting any changes to benefit plans of the Surviving Business (including, without limitation, the Key Employee Incentive Plan); (xi) subject to Buyer’s reasonable standards for the terms and conditions of all Buyer’s contracts, licensing any Intellectual Property other than in the ordinary course of business of the Surviving Business, and (xii) entering into new lines of business or soliciting clients outside of the healthcare, biotech and pharmaceutical markets. In addition, during the Contingent Consideration Term, (i) Buyer shall use good faith efforts so as not to take any action to impose restrictions on the Principals’ day-Line Contingent Shares to-day management of the Surviving Business for the primary purpose of decreasing the Surviving Business Gross Margin (as defined belowin Schedule 2.04) (it being understood that Buyer’s right to give or withhold consent in connection with Sections 2.04(c)(i) through (xii) above shall be in Buyer’s sole and absolute discretion and that this provision does not apply in connection with the allocation of incremental intercompany revenue contemplated in the definition of Surviving Business Revenue (as defined in Schedule 2.04)); (ii) the Principals shall use their reasonable best efforts to cooperate and assist Buyer in preparing quarterly revenue, any termination gross margin and selling, general and administrative expense targets for the Surviving Business consistent with Buyer’s historic practices for preparing such information; and (iii) the Principals shall use their reasonable best efforts to cooperate and assist Buyer in implementing internal controls for the Surviving Business for purposes of complying with the requirements of the employment of Kae▇▇▇▇▇▇▇▇-por ▇. ▇▇▇▇▇ Act of 2002. (“▇▇▇▇▇”d) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good ReasonThe Seller Interim Consideration, and (b) with respect to the Conditional Contingent Shares (as defined below)if any, the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to shall be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), payable as follows: (i) If Buyer shall pay the 2014 CTM Revenue Seller Interim Consideration, if any, no later than March 30, 2008, provided that such date may be extended pursuant to Section 2.04(d)(ii) (the “Interim Consideration Closing Date”). Buyer shall equal or pay the Seller Interim Consideration in a combination of cash and Buyer Stock as determined in the sole discretion of Buyer; provided, however, that the dollar value of the portion of the Seller Interim Consideration paid by Buyer in Buyer Stock cannot exceed $2,500,000fifty percent (50%) of the dollar value of the Seller Interim Consideration. Promptly after the Interim Consideration Closing Date, Buyer shall pay to the Selling Shareholders Seller the cash portion of the Seller Interim Consideration and deliver to the Option Holders shall acquire Seller a vested interest in, and stock certificate registered in the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Sharesname of the Seller representing a number of shares of Buyer Stock determined by dividing the dollar value of the Buyer Stock portion of the Seller Interim Consideration by the Interim Consideration Average Closing Price. (ii) If (A) As soon as practicable following December 31, 2007 (but in no event later than February 28, 2008), Buyer shall review the 2015 CTM Revenue financial statements for the Surviving Business as prepared by Buyer for the calendar years ending December 31, 2006 and 2007, which statements shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares be prepared in accordance with this Section 1.2(c)GAAP and on a basis consistent with and utilizing the same principles, then practices and policies as those used in such event preparing the Selling Shareholders Balance Sheet and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all related statements of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to income and in accordance with the provisions definitions of Section 1.2(b)Surviving Business Revenue and Surviving Business Professional Service Costs. Buyer shall use such financial statements to promptly prepare a written calculation of the Interim Consideration and the Seller Interim Consideration, if any, payable in respect of such periods and shall deliver a copy of such calculation with reasonable back-up data and a statement showing the certificates for method of computing the Contingent Shares shall be deposited in escrow Interim Consideration (if any) and Seller Interim Consideration together with the Secretary audited financial statements of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant Surviving Business to the requirements of this Agreement, shall remain in escrow until such time or times as thePrincipals within thirty (30) days after Buyer’s consolidated financial statements are released by Buyer’s independent registered public accounting firm (the “Buyer Accountants”).

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) As soon as practicable, but in any event no later than 90 days following each of December 31, 2002, 2003, and 2004, the Buyer (i) shall prepare in accordance with respect to GAAP, applied on a basis consistent with the StraightFinancial Statements, a statement derived from the audited financial statements of the Buyer (the "EARN-Line Contingent Shares OUT STATEMENT") of the Business EBITDA (as defined below) for each such full fiscal year (such one-year periods each being an "EARN-OUT PERIOD"), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or and (ii) by ▇▇▇▇▇ other than for Good Reasonshall deliver each Earn-Out Statement to the Sellers' Representative. The Buyer shall, and (b) with respect shall cause the Buyer's accountant, to provide access to the Conditional Contingent Shares (as defined below), Sellers' Representative and the failure Sellers' accountant any and all work papers used in the preparation of the Subsidiary Earn-Out Statements. The Sellers' Representative shall have forty-five (45) days after receipt of any Earn-Out Statement (except for the Final Earn-Out Statement) ("PRELIMINARY DISPUTE PERIOD") to attain dispute any or all amounts or elements of such Earn-Out Statement ("PRELIMINARY DISPUTE"). The Sellers' Representative shall provide to the CTM Revenue targets as provided hereinBuyer, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing end of the Preliminary Dispute Period, written notice of the Preliminary Dispute (a "PRELIMINARY DISPUTE NOTICE"), setting forth in reasonable detail the amounts and elements with which it disagrees. If the Sellers' Representative does not deliver a Preliminary Dispute Notice to the Buyer prior to the end of each an “Option Holder” and collectivelyPreliminary Dispute Period, the “Option Holders”Earn-Out Statement for such Earn-Out Period shall be final and binding upon the Sellers in the form in which it was delivered to the Sellers' Representative and no amounts in such Earn-Out Statement may be disputed by the Sellers in the Final Dispute Notice. The Sellers' Representative shall have forty-five (45) have not acquired a vested interest in accordance with days after receipt of the vesting provisions of this Section 1.2(cEarn-Out Statement prepared for the fiscal year ended December 31, 2004 (the "FINAL EARN-OUT STATEMENT") (such shares period, the "FINAL DISPUTE PERIOD") to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination dispute any or all amounts or elements of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) Final Earn-Out Statement and the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, items set forth in a Preliminary Dispute Notice with respect to any Preliminary Dispute Periods (a "DISPUTE"), but no Dispute can be based on the proper application of accounting policies and all Contingent Shares in which the Selling Shareholders and the Option Holders vest practices that are in accordance with GAAP and are applied on a basis consistent with the provisions of this Section 1.2(c), including Financial Statements. If the schedules described below. Accordingly, provided ▇▇▇▇▇ continues Sellers' Representative determines to be employed by Parent or its affiliate or any successor entitypursue a Dispute, the Selling Shareholders and the Option Holders Sellers' Representative shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares provide to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without CauseBuyer, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained Final Dispute Period, written notice of the Dispute (a "DISPUTE NOTICE"), setting forth in employment reasonable detail the amounts and elements with which it disagrees, and any Dispute by the Parent, its affiliates or Sellers' Representative shall be limited to the matters included by the Sellers' Representative in the Dispute Notice and any successor entity through Preliminary Dispute Notice previously delivered to the Buyer. If the Sellers' Representative does not deliver a Dispute Notice to Buyer prior to the end of such semi-annual period multiplied by a fractionthe Final Dispute Period, the numerator Final Earn-Out Statement shall be final and binding upon the Sellers in the form in which it was delivered to the Sellers' Representative. (b) If the Sellers' Representative shall have delivered to the Buyer a Dispute Notice prior to the end of which is the number Dispute Period, the Sellers' Representative and the Buyer shall attempt to resolve the Dispute and agree in writing upon the final content of the Final Earn-Out Statement within fifteen (15) days during such semi-annual period that ▇▇▇▇▇ was employed following delivery by the Parent, an affiliate or any successor entity and the denominator Sellers' Representative of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as the

Contingent Consideration. Parent is hereby granted (a) As additional consideration for the right shares of Common Stock, after the Effective Time, Buyer shall be required to make certain payments (the “Repurchase RightContingent Payments”), exercisable at any time following: (a) with respect to the Straight-Line Contingent Shares (as defined below), any termination Stockholder Representative for the account of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest Stockholders in accordance with the vesting provisions of this Section 1.2(c) (such shares and subject to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c1.06. Notwithstanding the foregoing, Buyer shall in no event be required to make Contingent Payments pursuant to this Section 1.06 in an aggregate amount that exceeds $15,000,000.00 (the “Maximum Contingent Amount”), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent . (33%b) The amount of the Contingent Shares (Payments to be made by Buyer pursuant to this Section 1.06 shall be based on the “Straight-Line Contingent Shares”), over a period commencing from Synergies realized by the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of Company Entities during the Contingent Shares (the “Conditional Contingent Shares”)Payment Period, which shall be determined as follows: (i) If As promptly as reasonably practicable after the 2014 CTM Revenue Closing Date (but in no event later than April 30, 2013), Buyer shall equal or exceed $2,500,000, (subject only to the Selling Shareholders provisions of Section 5.11(c)) take the actions specified in Schedule 1.06(b)(i) (it being understood that the selection of the specific actions to be taken pursuant to this paragraph (b)(i) shall be within the good faith discretion of Buyer) and upon the Option Holders taking of such actions the Synergies realized by the Company Entities shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares.be as set forth in such Schedule; and (ii) If As promptly as reasonably practicable after April 30, 2013 (but in any event within the 2015 CTM Revenue time periods specified in Schedule 1.06(b)(ii)), Buyer shall equal or exceed $3,500,000(subject only to the provisions of Section 5.11(c)) take additional actions of the type specified in Schedule 1.06(b)(ii) (it being understood that the selection of the specific actions to be taken pursuant to this paragraph (b)(ii) shall be within the good faith discretion of Buyer) and upon the taking of such actions the Synergies realized by the Company Entities shall be as set forth in such Schedule. (c) Buyer shall be obligated to make Contingent Payments on the following dates (the “Contingent Payment Dates”): (i) 45 days after the end of Buyer’s fiscal year ending April 30, 2013; (ii) 45 days after the Selling Shareholders and the Option Holders shall acquire a vested interest inend of Buyer’s fiscal quarter ending January 31, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares.2014; (iii) If 45 days after the 2014 CTM Revenue did not equal or exceed $2,500,000 or end of Buyer’s fiscal quarter ending July 31, 2014. (d) On each Contingent Payment Date, Buyer shall pay to the 2015 CTM Revenue did not equal or exceed $3,500,000 and Stockholder Representative for the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all account of the Conditional Contingent Shares Stockholders an amount in cash equal to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) the amount obtained by multiplying (x) $15,000,000 by (y) the Parent and its affiliates without CauseBase Factor, minus (ii) the total amount of Contingent Payments previously made by ▇▇▇▇▇ for Good Reason or Buyer pursuant to this Section 1.06. (iiie) by the death or Disability of ▇▇▇▇▇ prior On each Contingent Payment Date, Buyer shall deliver to the date that Stockholder Representative (i) a copy of the Selling Shareholders unaudited financial statements for the Combined Business for the period commencing on the Closing Date and ending on the last day of the most recently completed fiscal quarter of Buyer and (ii) a statement setting forth in reasonable detail Buyer’s calculations of the Synergies and Contingent Payments for the period commencing on the Closing Date and ending on the last day of the most recently completed fiscal quarter of Buyer (a “Contingent Payment Statement”). Following delivery of any such financial statements and Contingent Payment Statement, Buyer shall cooperate with the Stockholder Representative in its review of such financial statements and Contingent Payment Statement and, without limiting the generality of the foregoing, shall (x) make available representatives of Buyer and the Option Holders shall have become fully vested Surviving Corporation to answer questions with respect to all such financial statements and Contingent Payment Statement, including any questions regarding the calculation of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders Synergies and the Option Holders shall acquire a vested interest inContingent Payments, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as theand

Contingent Consideration. (1) If the Sale Date shall occur prior to the Contingent Payment End Date, then no later than 45 Business Days following the Sale Date, or such longer period as shall be reasonably necessary to determine and provide an accounting for the Building Sale Net Proceeds, or at such time as otherwise mutually agreed upon by Parent is hereby granted and the right Former Member Representative (but, in no event on or after the “Repurchase Right”five-year anniversary of the Closing Date or, unless Parent otherwise agrees, prior to the 20th Business Day following the Closing Date), exercisable at any time following: (a) with respect Parent shall deliver to the Straight-Line Contingent Shares (as defined below), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each former holder of a Company Share Option Holdings Common Stock as of immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares Effective Time (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent SharesFormer Members”), as follows: additional consideration in the NYSE/AMEX Merger, a number of fully paid and nonassessable shares of Parent Common Stock equal to the Building Sale Exchange Ratio, rounded down to the nearest whole share (ithe “Contingent Consideration”), provided, that if the aggregate number of shares of Parent Common Stock otherwise required to be issued pursuant to this Section 6.17 exceeds the aggregate number of shares of Parent Common Stock issued pursuant to Section 1.8(a) If (such amount, as appropriately adjusted for any stock splits, combinations, reclassifications or other similar actions occurring after the 2014 CTM Revenue shall equal or exceed $2,500,000Closing Date, the Selling Shareholders “Contingent Consideration Cap”), the aggregate number of shares to be issued pursuant to this Section 6.17 shall be equal to the Contingent Consideration Cap and the Option Holders Contingent Consideration shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Sharesbe reduced proportionately. (ii2) Parent’s obligation to issue the Contingent Consideration shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty (other than penalties which are absolute dollar amounts, which shall be included in Building Sale Costs and which shall not, together with all other Building Sale Costs, exceed the Gross Amount) upon the payment of the Contingent Consideration. If the 2015 CTM Revenue Contingent Consideration shall equal or exceed $3,500,000not have been issued by the fifth anniversary of the Closing Date, neither Parent nor any of its Subsidiaries shall have any further obligation to issue the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent SharesConsideration. (iii3) If The right to receive the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares Consideration shall be repurchased non-transferable and non-assignable except by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions operation of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as theLaw.

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) with respect Promptly following a Final Earn-Out Payment Statement being deemed final and binding pursuant to Section 1.3(e) of this Annex B, Parent shall, subject to Section 1.2(b) of this Annex B, issue to the Straight-Line Contingent Shares (as defined below)Holdings Stockholder that number of shares of Parent Common Stock, any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reasonif any, and (b) with respect equal to the Conditional Contingent Shares quotient resulting from (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (xI)(x) the Repurchase Right shall not become effective with respect to the StraightEarn-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ Out Multiple multiplied by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect lesser of (i) the average of the Adjusted Contribution Margins for each of the calendar years comprising the Performance Period and (ii) (A) $60,000,000 (sixty million dollars) less (B) (1) the sum of (X) the Incentive Consideration paid to the Conditional Contingent Shares until January 1Holdings Stockholder and (Y) any bonus amounts paid in respect of such Incentive Consideration to any of the Bonus Executives pursuant to the terms of Section 1.4 of the Company Disclosure Letter (assuming the Incentive Consideration and such bonus amounts had been paid in cash) divided by (2) the Earn-Out Multiple, 2016 and less (z) the Repurchase Right shall terminate, and cease to be exercisable, with any bonus amounts payable in respect of such amount to any and all Contingent Shares in which of the Selling Shareholders and Bonus Executives pursuant to the Option Holders vest in accordance with terms of Section 1.4 of the provisions Company Disclosure Letter, divided by (II) the Average Closing Price (such shares of this Section 1.2(cParent Common Stock, the “Earn-Out Payment”). For the avoidance of doubt, including if on the schedules described below. AccordinglyTest Date the average of the Adjusted Contribution Margins for the applicable period is a negative number, provided ▇▇▇▇▇ continues to no Earn-Out Payment will be employed payable or due by Parent or its affiliate or any successor entityto the Holdings Stockholder. (b) Notwithstanding the foregoing, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as followsif: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000annualized total return for Parent over the Performance Period is less than the average of the annualized total return for each member of the Peer Group over the Performance Period (the “Peer Group Total Return”), then for each basis point by which the annualized total return of Parent is less than such Peer Group Total Return, the Selling Shareholders and Contingent Consideration shall be reduced by one-eighth of a percent (0.125%), but the Option Holders Contingent Consideration shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares.not be reduced by more than twenty-five percent (25%) in total; and (ii) If the 2015 CTM Revenue shall equal Listing has not occurred on or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all third (3rd) anniversary of the Straight-Line Contingent Shares in accordance with this Section 1.2(c)Closing Date, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either Consideration (iwhenever paid) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased reduced by Parent. Accordingly, should the Repurchase Right extend to a fractional share twelve and one-half percent (in accordance with the vesting computation provisions of this Section 1.2(c12.5%)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as the.

Contingent Consideration. Parent is hereby granted (a) As additional consideration for the right Assets, in the event that, on or before September 21, 1997, the Buyer or any subsidiary of the Buyer, in its sole and absolute discretion, enters into a binding agreement (the “Repurchase Right”"Scripps Agreement") to provide ultrasound and non-invasive cardiovascular procedures to Scripps Health System ("Scripps"), exercisable the Buyer shall cause DHS, and DHS hereby agrees, to issue to the Seller (or, if the transactions contemplated by that certain Stock Purchase Agreement of even date herewith by and among DHS, DHS Management Services, Inc., and the Stockholder (the "Stock Purchase Agreement") have been consummated, then to the Stockholder), within thirty (30) days after the execution and delivery of the Scripps Agreement by all parties thereto, a warrant to purchase a number of shares of common stock of DHS ("Warrant Shares") equal to 10% of the number of dollars that the Buyer and the Stockholder agree in good faith to be the estimated gross revenues to be received by the Buyer and/or its subsidiaries under the Scripps Agreement during the first twelve months of the Scripps Agreement. The exercise price for the Warrant Shares under any warrant hereunder shall, subject to adjustment as provided in the warrant, be equal to the last reported sale price of the common stock of DHS ("Common Stock") on the date on which the Scripps Agreement is fully executed and delivered, and the warrant shall be in substantially the form of Exhibit A --------- annexed hereto (with all blanks appropriately completed). In the event and to the extent that the actual gross revenues received by the Buyer and its subsidiaries under the Scripps Agreement during the first twelve months of the Scripps Agreement are greater or less than the estimated gross revenues utilized to calculate the initial number of Warrant Shares, then the parties shall, in good faith, within ninety (90) days after the close of the first twelve months under the Scripps Agreement, adjust the number of Warrant Shares (up or down) by a number equal to 10% (or such adjusted percentage, in accordance with Section 3.2(b) below, as was originally utilized to calculate the number of Warrant Shares) of the dollar difference between such actual gross revenues and the estimated gross revenues. (b) In the event that, at any time following: and from to time from and after the date hereof, there shall occur any stock split, recapitalization or other subdivision of the outstanding Common Stock, or the payment of a stock dividend in respect of the outstanding Common Stock, or any combination, consolidation, reverse stock split or other such event relating to the outstanding Common Stock, then the 10% number set forth in Section 3.2(a) above shall be proportionately adjusted (aon an arithmetic basis) to correspond to the increase or decrease in the number of outstanding shares of Common Stock arising by reason of such event. Further, in the event of any merger, consolidation or other such transaction in which DHS (or any successor thereto) is not the surviving corporation, then the warrant hereunder shall be with respect to an amount of securities or other property which the Straight-Line Contingent Shares (as defined below)warrantholder would have been entitled to receive upon such merger, any termination of consolidation or other such transaction had the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, warrant been exercised in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option full immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31such merger, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal consolidation or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Sharesother transaction. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as the

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) with respect Seller will be entitled to the Straight-Line Contingent Shares (as defined below)receive additional cash consideration if, any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause on or prior to the Closing Date, Seller or (ii) by ▇▇▇▇▇ other than for Good Reasonwithin 270 days from the Closing Date, Buyer, enters into any binding purchase order resulting from any or all of the potential customer projects described on Schedule 2.6(a) (each a “Purchase Order”) which (A) is on terms that are consistent with the Ordinary Course of Business and (bB) with respect has a projected Gross Margin as of the date of such Purchase Order or, for any Purchase Order accepted by Seller prior to Closing, as of the Conditional Contingent Shares (as defined belowClosing Date, in excess of 25%. In such case, subject to Section 2.6(b), the failure Seller will be entitled to an amount equal to 5% of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to aggregate consideration received by Buyer after the Closing in connection with each such Purchase Order (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested SharesContingent Consideration”). Notwithstanding anything in this Agreement to the contrary, . (xb) the Repurchase Right shall not become effective Any Contingent Consideration with respect to the Straight-Line Contingent Shares until a termination Purchase Order or a deliverable thereunder will be considered fully earned and payable to Seller within 30 days after Buyer’s actual receipt of the employment of ▇▇▇▇▇ by Parent each and every corresponding cash payment related to such Purchase Order, without giving effect to any credits, refunds, incentives, or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect offsets provided to the Conditional Contingent Shares until January 1, 2016 and applicable customer under such Purchase Order. (zc) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with Seller acknowledges that (i) the provisions of this Section 1.2(c), including 2.6 are an integral part of the schedules described below. Accordingly, provided ▇▇▇▇▇ continues consideration to be employed received by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with Seller in respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without CausePurchased Assets, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line there may be no Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest Consideration payable pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.22.6, (iii) the rights of Seller under this Section 2.6 will not be represented by certificates or other instruments and will not represent an ownership interest in Buyer or any of its Affiliates or Subsidiaries, (iv) the rights of Seller under this Section 2.6 are not transferable, except as provided in Section 10.3, and (v) the rights of Seller to payment of Contingent Consideration will not bear any interest. (d) Seller acknowledges that Buyer’s operation of the Business may affect the ability to realize any Contingent Consideration, and Buyer will not be obligated to enter into or accept a Purchase Order pursuant this Section 2.6 if, in the reasonable, good faith judgment of Buyer, the Purchase Order (i) will not result in a Gross Margin equal to or greater than 25% or (ii) is not, or would not be, on terms and conditions that are consistent with the Ordinary Course of Business of Seller. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder Buyer agrees to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time use its commercially reasonable efforts to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as theperform its obligations under each accepted Purchase Order.

Contingent Consideration. Parent is hereby granted (a) As additional consideration for the right purchase and sale of the Purchased Shares, Buyer shall pay an amount of $2,000,000 (the “Repurchase Right”)"Contingent Consideration") if, exercisable at any time followingwithin five (5) years from the Closing Date: (i) the Facility becomes viable; or (ii) a Fundamental Change occurs in respect of ▇▇▇▇ or the Corporation. (b) For purposes of Section 2.03(a)(i), the Facility will be deemed to be viable when [Redacted – Commercially Sensitive] Notwithstanding the foregoing, Buyer shall have the right, in its sole discretion, to pay the Contingent Consideration at anytime following the Closing. (c) Buyer shall pay the Contingent Consideration within five Business Days following the occurrence of the applicable event in Section 2.03(a) (“Contingent Consideration Payment Date ”) by one of the following methods, as determined in its sole discretion: (i) by way of a cash payment to Seller by wire transfer of immediately available funds in accordance with banking instructions provided by Seller at least three Business Days prior to the date such payment is due; or (ii) subject to the approval of the CSE (or such other stock exchange where the Buyer Shares are listed at the time), if required, by the issuance and delivery to Seller, free and clear of all Encumbrances and resale restrictions, freely tradable immediately upon such delivery and registered as directed by Seller, that number of Buyer Shares as is equal to: (ai) with respect the amount of the Contingent Consideration; divided by (ii) the VWAP of the Buyer Shares on the CSE for the 10 trading days ending on the day prior to the Straightdate of issuance. (d) For certainty, Buyer may elect to pay the Contingent Consideration by way of Section 2.03(b)(ii) only if the CSE (or such other stock exchange where the Buyer Shares are listed at the time) has provided any required approvals therefor, and Buyer Shares delivered thereby are immediately freely tradable (and not subject to any restricted period under National Instrument 45-Line Contingent Shares 102 – Resale of Securities) by Seller upon their issuance and delivery to Seller by Buyer. (as defined below), any termination of the employment of Kae-por ▇. e) Promptly after ▇▇▇▇▇ (“▇▇▇▇▇”knows or has reason to believe an event under Section 2.03(a) with Parent or its affiliates or any successor entity either (iis likely to occur, Buyer shall provide a written notice thereof to Seller. Buyer shall provide further written notice immediately once such event has occurred, which notice shall state the manner in which it has elected to pay the Contingent Consideration pursuant to Section 2.03(b) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect in case it has elected to the Conditional Contingent deliver Buyer Shares (as defined belowpursuant to Section 2.03(b)(ii), the failure an estimate of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Buyer Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any a request for wire transfer instructions, securities account information and other assets particulars it may require to complete such payment or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as theissuance.

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) If the transactions contemplated by this Agreement are consummated and, thereafter, the transactions contemplated by the San ▇▇▇▇ Purchase Agreement are consummated, then the Purchaser shall pay to the Sellers, on the San ▇▇▇▇ Closing Date, on a pro rata basis based upon each Seller’s ownership of the Initial Closing Shares and the Option Shares immediately prior to the Closing Date, by wire transfer of immediately available funds to the accounts designated in writing by the Seller Representative, an amount per share equal to the quotient of (1) the Contingent Consideration, subject to reduction as set forth in Section 5.22, divided by (2) 68,785.69. Notwithstanding the foregoing, if the Purchaser has not purchased the Option Shares pursuant to the Option Agreement prior to the San ▇▇▇▇ Closing Date, any amounts required to be paid by the Purchaser, as provided above with respect to the Straight-Line Option Shares, shall be paid to the Seller Representative, who shall deposit such amounts into an escrow account with the Escrow Agent, subject to reduction as set forth in Section 5.22 (the “Ricci Contingent Shares (as defined belowConsideration Escrow”), any termination of the employment of Kae-por for disbursement to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“or the Purchaser as provided below. If the Purchaser purchases the Option Shares pursuant to the Option Agreement after the San ▇▇▇▇ Closing Date but on or prior to November 12, 2007, then the Seller Representative shall promptly disburse the amounts deposited into the Ricci Contingent Consideration Escrow to ▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”)▇. Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or wire transfer of immediately available funds to the accounts designated in writing by ▇▇▇▇▇▇▇ other than for Good Reason, (y) ▇. ▇▇▇▇▇. If the Repurchase Right shall Purchaser has not become effective with respect purchased the Option Shares pursuant to the Conditional Option Agreement on or prior to November 12, 2007, then the Seller Representative shall promptly disburse the amounts deposited into the Ricci Contingent Shares until January 1Consideration Escrow to the Purchaser by wire transfer of immediately available funds to the accounts designated in writing by the Purchaser. (b) If this Agreement is terminated pursuant to Section 9.1 but the transactions contemplated by the San ▇▇▇▇ Purchase Agreement are consummated thereafter, 2016 the Purchaser shall pay to the Company, on the San ▇▇▇▇ Closing Date, by wire transfer of immediately available funds to the account designated in writing by the Company, the Contingent Consideration, subject to reduction as set forth in Section 5.22.” 5. A new sentence is hereby added to the end of Section 2.8 of the MAC/Macquarie SPA as follows: “The Purchaser acknowledges and agrees that, except as set forth in Section 4.21: (za) none of the Repurchase Right shall terminateSellers, and cease to be exercisablethe Company or the Seller Representative is making any representations, with respect to any and all Contingent Shares in which warranties or covenants regarding the Selling Shareholders and transactions contemplated by the Option Holders vest in accordance with San ▇▇▇▇ Purchase Agreement, the provisions of this Section 1.2(c)assets owned by the San ▇▇▇▇ ▇▇▇▇▇▇▇, including the schedules described below. Accordingly, provided due diligence materials regarding the San ▇▇▇▇ ▇▇▇▇▇▇▇ continues and their assets provided to the Purchaser by the Seller Representative or the ability to consummate the transactions contemplated by the San ▇▇▇▇ Purchase Agreement; (b) it shall be employed solely responsible for performing its own investigation and due diligence review of the San ▇▇▇▇ ▇▇▇▇▇▇▇, the assets owned by Parent the San ▇▇▇▇ ▇▇▇▇▇▇▇ and the transactions contemplated by the San ▇▇▇▇ Purchase Agreement; (c) the Seller Representative is not making any statements, certifications, representations or its affiliate warranties, express or implied, regarding the truth, accuracy or completeness of the due diligence materials regarding the San ▇▇▇▇ ▇▇▇▇▇▇▇ and their assets provided to the Purchaser by the Seller Representative; and (d) none of the Sellers, the Company or the Seller Representative shall have any liability to the Purchaser or any successor entityof its Affiliates (including the Company after Closing) for any reason regarding, directly or indirectly, the Selling Shareholders transactions contemplated by the San ▇▇▇▇ Purchase Agreement, the assets owned by the San ▇▇▇▇ ▇▇▇▇▇▇▇, the due diligence materials regarding the San ▇▇▇▇ ▇▇▇▇▇▇▇ and their assets provided to Purchaser by the Seller Representative, the negotiations conducted by the Seller Representative or the ability to consummate the transactions contemplated by the San ▇▇▇▇ Purchase Agreement. If there is any default or breach by the San ▇▇▇▇ ▇▇▇▇▇▇▇ under the San ▇▇▇▇ Purchase Agreement or the transactions contemplated by the San ▇▇▇▇ Purchase Agreement are not consummated for any reason, the Purchaser acknowledges and agrees that its sole recourse, if any, will be to pursue any rights and remedies available to it against the San ▇▇▇▇ ▇▇▇▇▇▇▇ or their affiliates under the San ▇▇▇▇ Purchase Agreement.” 6. A new sentence is hereby added to the end of Section 4.21 of the MAC/Macquarie SPA as follows: “The Company and the Option Holders shall acquire a vested interest inSellers expressly disclaim any covenants, certifications, representations or warranties of any kind or nature, express or implied, regarding the business, assets or liabilities of the San ▇▇▇▇ ▇▇▇▇▇▇▇ or any of their affiliates or subsidiaries who are parties to the San ▇▇▇▇ Purchase Agreement, except that the Sellers and, prior to the Closing, the Company represent and warrant to the Purchaser that: (x) the transactions contemplated by this Agreement do not breach or violate any agreement between the Sellers and/or, prior to the Closing, the Company, on the one hand, and the Repurchase Right shall lapse San ▇▇▇▇ ▇▇▇▇▇▇▇, on the other hand; and (y) the Company and the Sellers have not intentionally withheld from the Purchaser (I) any material documents (either directly or on their behalf) provided to them by the San ▇▇▇▇ ▇▇▇▇▇▇▇ and/or their representatives with respect to, thirty three percent to the transactions contemplated by the San ▇▇▇▇ Purchase Agreement or (33%II) any material correspondence (either directly or on their behalf) provided to them by the San ▇▇▇▇ ▇▇▇▇▇▇▇ and/or their representatives with respect to the transactions contemplated by the San ▇▇▇▇ Purchase Agreement.” 7. A new clause (i) is hereby added to Section 5.1 of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), MAC/Macquarie SPA as follows: (i) If From the 2014 CTM Revenue shall equal date on which the San ▇▇▇▇ Purchase Agreement is executed through the Closing or exceed $2,500,000earlier termination of this Agreement, the Selling Shareholders Company shall: (x) solicit advice and consultation from the Option Holders shall acquire a vested interest in, and Purchaser regarding all matters related in any manner to the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal rights or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all obligations of the Conditional Contingent Shares to Company under the extent not previously vested. In San ▇▇▇▇ Purchase Agreement; and (y) provide Purchaser with copies of all material documents and material correspondence (either directly or on their behalf) with the event of any termination of employment of San ▇▇▇▇ ▇▇▇▇▇▇▇ and/or their representatives with Parent respect to the transactions contemplated by the San ▇▇▇▇ Purchase Agreement. From the date on which the San ▇▇▇▇ Purchase Agreement is executed through the Closing or its affiliates earlier termination of this Agreement, in no event shall the Company or any successor entity either (i) by of its representatives submit any written materials to the Parent and its affiliates without Cause, (ii) by San ▇▇▇▇ ▇▇▇▇▇▇▇ for Good Reason or (iii) any of their representatives with respect to the transactions contemplated by the death San ▇▇▇▇ Purchase Agreement without Purchaser’s express written approval, which approval will not be unreasonably withheld, delayed or Disability conditioned. In addition, the Company hereby agrees not to take any action or omit to take any action required to be performed by the Company pursuant to the San ▇▇▇▇ Purchase Agreement, or otherwise take any action expressly permitted or expressly precluded by the San ▇▇▇▇ Purchase Agreement, unless and until such action or omission to act is approved by an authorized representative of the Purchaser. The authorized representatives of the Purchaser are ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c)▇▇▇▇▇▇, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained ▇▇▇. The Purchaser and the Company will cooperate in employment good faith with each other to ensure compliance with the Parent, its affiliates or any successor entity through obligations of the end of such semi-annual period multiplied by a fraction, Company under the numerator of which is the number of days during such semi-annual period that ▇San ▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which Purchase Agreement.” 8. A new Section 5.22 is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be hereby added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times MAC/Macquarie SPA as thefollows:

Contingent Consideration. Parent is hereby granted (a) Subject to the right ultimate sentence of this Section 7.6(a), upon the first occurrence of a MoM Measurement Event in which the SL MoM exceeds 3.0x (calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 7.6(a)), the Applicable Payor shall pay, or cause to be paid, to the Indigo Partners (pro rata in accordance with the aggregate number of Units held by each such Indigo Partner) an aggregate amount, in immediately available funds within five (5) Business Days, equal to the lesser of (i) the Contingent Consideration Obligation and (ii) such amount (if any), the payment of which to the Indigo Partners would result in the SL MoM being equal to 3.0x (such lesser amount, the “Repurchase RightContingent Consideration Payment”). In the event the Contingent Consideration Payment is less than the Contingent Consideration Obligation, then, upon the occurrence of a subsequent MoM Measurement Event (for the avoidance of doubt, other than a Company Sale) in which the SL MoM exceeds 3.0x (calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 7.6(a) in respect of such MoM Measurement Event), the Applicable Payor shall pay, or cause to be paid, to the Indigo Partners (pro rata in accordance with the aggregate number of Units held by each such Indigo Partner) an aggregate amount equal to the lesser of (x) the then Remaining Contingent Obligation as of such MoM Measurement Event (if any) and (y) such amount (if any), the payment of which to the Indigo Partners would result in the SL MoM being equal to 3.0x, until such time as the Indigo Partners shall have received an aggregate amount equal to the Contingent Consideration Obligation. For the avoidance of doubt, the maximum aggregate amount payable pursuant to this Section 7.6 in respect of all MoM Measurement Events is an amount equal to the Contingent Consideration Obligation. Notwithstanding the foregoing, upon the earlier of a MoM Measurement Event that is (i) a Company Sale occurring before an IPO (as set forth in clause (1) in the definition of “MoM Measurement Event”) or (ii) the date that is 12 months after the consummation of an IPO (as set forth in clause (4) in the definition of “MoM Measurement Event”), exercisable at and following the Applicable Payor’s compliance with this Section 7.6(a), this Section 7.6(a) shall terminate in its entirety, and none of the SL Partners, the Company Entities nor any time following: other Person shall have an obligation to pay any additional amount thereafter, even if less than the Contingent Consideration Obligation was paid (aor no amount was due pursuant to this Section 7.6). (b) In the event of a Cash Company Sale, with the prior written consent of the Indigo Partners, the SL Partners may cause one or more Company Entities to pay any amount due pursuant to Section 7.6(a) to the Indigo Partners (pro rata in accordance with the aggregate number of Units held by each such Indigo Partner) in satisfaction of the SL Partners’ payment obligations under Section 7.6(a) with respect to such Cash Company Sale; provided that such consent of the StraightIndigo Partners may not be unreasonably withheld, conditioned or delayed if such payments by the Company Entities are not less favorable from a financial and timing point of view to the Indigo Partners than the SL Partners making the applicable payments in accordance with Section 7.6(a). (c) Payment of any portion of the Contingent Consideration Obligation to the Indigo Partners shall not be subject to any counterclaim, set-Line Contingent Shares off, abatement, deferment or defense based upon any claim that the SL Partners may have against any Indigo Partner, any of the Company Entities or any other Person, and such obligation shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (as defined belowwhether or not the Purchaser shall have any knowledge thereof) other than the conditions set forth in Section 7.6(a). (d) If the Applicable Payor fails to promptly pay, or cause to be paid, any portion of any amount payable to the Indigo Partners pursuant to Section 7.6(a) and no payment of such amount is made pursuant to Section 7.6(b), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) the Applicable Payor shall also pay, or cause to be paid, any reasonable and documented out-of-pocket costs and expenses incurred by the Indigo Partners in connection with a suit, litigation or legal proceeding to enforce this Agreement that results in a judgment against the Applicable Payor for Cause such amount payable pursuant to Section 7.6(a) and (ii) the Applicable Payor shall pay, or cause to be paid, to the Indigo Partners interest on such overdue amount (for the period commencing as of the date that such overdue amount was originally required to be paid pursuant to Section 7.6(a) and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made, or such lesser rate per annum that is the maximum permitted under Applicable Law. (e) Following the date hereof until the date that the payment obligations under Section 7.6(a) are paid in full, the SL Partners shall not, and shall ensure that its Subsidiaries (including each Company Entity), do not (i) enter into or amend any Contract that expressly by its terms (A) contractually restricts or delays or (B) could, as of the date of entering such Contract, reasonably be expected to restrict or delay, or (ii) by ▇▇▇▇▇ take any other than for Good Reason, and (b) action with respect to the Conditional Contingent Shares (as defined below), the failure specific intention of the Subsidiary to attain the CTM Revenue targets as provided hereinnot paying or delaying, in each case to repurchase at case, the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder payment of a Company Share Option immediately prior any amount payable to the Closing (each an “Option Holder” Indigo Partners under Section 7.6(a) as and collectivelywhen due; provided, that, the “Option Holders”entry into, or amendment of, any debt financing arrangement to which any Company Entity is a party (including any such debt financing arrangement containing negative covenants or restrictions on distributions or other payments) have shall not acquired be deemed a vested interest in accordance with the vesting provisions violation of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”7.6(e). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (iif) If Each of the 2015 CTM Revenue shall equal or exceed $3,500,000Company, the Selling Shareholders Indigo Partners and the Option Holders SL Partners shall acquire a vested interest inreasonably cooperate in connection with the effectuation of the transactions contemplated by this Section 7.6 and at the request of the Board, each such Person will execute and deliver, or cause to be executed and delivered, such instruments and other documents, and will take, or cause to be taken, such other actions, as the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If Board may reasonably request for the 2014 CTM Revenue did not equal purpose of carrying out or exceed $2,500,000 or evidencing the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) transactions contemplated by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as the7.6.

Contingent Consideration. Parent is hereby granted (a) As additional consideration, the right Buyer will pay, or cause to be paid, to the Sellers as set forth in Section 1.3(a) an additional amount of consideration equal to the Contingent Consideration, if any, in accordance with the terms of this Section 1.7. The Contingent Consideration, if any, paid to Sellers pursuant to this Section 1.7 will be treated as an adjustment to the Purchase Price. (b) The Buyer will deliver to the Sellers a statement setting forth the Buyer’s calculation, in reasonable detail, of the Contingent Consideration and Incremental EBITDA for the fiscal year ended December 31, 2021 (the “Repurchase RightContingent Consideration Statement”) as soon as reasonably practicable, but in any event no later than April 15, 2022 (the “Statement Delivery Date”). The Buyer will provide to the Sellers reasonable supporting documentation for the calculation of the amounts set forth in the Contingent Consideration Statement. The Sellers may review the work papers used in the preparation of the Buyer’s calculation of the amounts set forth in the Contingent Consideration Statement, and the Buyer will make available to the Sellers all such work papers and other documents related thereto as may be reasonably requested by the Sellers. If the Sellers disagree with the Contingent Consideration Statement, then the Sellers will give written notice (an “Objection Notice”) to the Buyer within thirty (30) days after the delivery of the Contingent Consideration Statement by the Buyer to the Sellers (the “Objection Period”), exercisable at specifying in reasonable detail the disputed items or amounts in the Contingent Consideration Statement (the “Disputed Items”), and the Sellers will be deemed to have agreed with all other items and amounts contained in the Contingent Consideration Statement. If the Sellers do not deliver an Objection Notice within the Objection Period, then the Sellers will be deemed to have agreed entirely with the determination of the Contingent Consideration as set forth by the Buyer in the Contingent Consideration Statement. If an Objection Notice is delivered in accordance with the terms of this Section 1.7(b), the Buyer and the Sellers will, during the thirty (30) days following delivery of such Objection Notice, use commercially reasonable, good faith efforts to reach agreement on the Disputed Items. If after such thirty (30)-day period, the Buyer and the Sellers are unable to reach agreement on the Disputed Items, they will promptly cause the Valuation Firm to review this Agreement, the Contingent Consideration Statement and the Disputed Items for the purpose of calculating the Contingent Consideration, and the terms of Section 1.6(a) shall apply mutatis mutandis to the Valuation Firm’s determination of the Contingent Consideration and the payment of the Valuation firm’s fees and expenses related thereto. (c) Subject to the terms and conditions of this Agreement, within five (5) Business Days following the resolution of the Disputed Items, the Buyer will pay, or cause to be paid, to the Sellers (as additional consideration for the Units) an amount equal to the Contingent Consideration (as finally determined pursuant to Section 1.7(b)), via wire transfer of immediately available funds to one or more accounts designated by the Sellers, or by such other method as may be agreed by the Buyer and the Equityholders; provided, that in no event shall the Buyer be obligated to pay the Sellers more than Maximum Contingent Consideration; provided, further, that if the Incremental EBITDA is zero or negative, then the Buyer shall not be obligated to pay, and none of the Sellers shall be entitled to receive, any time followingContingent Consideration. (d) None of the Buyer nor any of its Affiliates (including the Acquired Companies) will (x) take any action that is made for the primary purpose of minimizing the Contingent Consideration to be paid by the Buyer, or (y) from the Closing Date through December 31, 2021, prevent the Acquired Companies from operating in accordance with the operating expense budget for the fiscal year ended December 31, 2021 (as delivered to the Buyer prior to the date of this Agreement) in the ordinary course of business. The Sellers each acknowledge and agree that: (ai) the Sellers’ sole and exclusive right under this Section 1.7 will be to receive, subject to the other terms of this Agreement, the Contingent Consideration, if any, if the conditions set forth in this Section 1.7 with respect thereto are satisfied; (ii) the Buyer will have the right to operate its business and that of its Affiliates (including the Acquired Companies) as it chooses, in its sole discretion, and neither the Buyer nor any of its Affiliates (including the Acquired Companies) is under any obligation to provide any specific level of investment or financial assistance to its business or to undertake any specific actions (or to refrain from taking any specific actions) with respect to the Straightoperation of its business; (iii) neither the Buyer nor any of its Affiliates is representing or warranting that any specific level of 2021 EBITDA will be achieved after the Closing nor will any of the Sellers have any claims against the Buyer or any of its Affiliates (including the Acquired Companies) arising from the failure to meet for any reason any level of 2021 EBITDA; and (iv) all payments made under this Section 1.7 to, or as directed by, the Sellers are being paid solely in consideration for the Units pursuant to the transactions contemplated by this Agreement, and, except as otherwise required by a determination within the meaning of Section 1313 of the Code, neither the Sellers nor the Buyer will take a Tax position inconsistent with the foregoing (other than, for avoidance of doubt, the treatment of any portion thereof as imputed interest). (e) With respect to any Contingent Consideration that is required to be paid by the Buyer to, or as directed by, the Sellers, the Buyer will have the right to set-Line off against such Contingent Shares Consideration (as defined below)or any portion thereof) any amount otherwise due and payable to the Buyer or its Affiliates, on the one hand, by the Sellers, on the other hand, pursuant to this Agreement or, with respect to any individual Seller, any termination ancillary document to which such Seller is a party. (f) Notwithstanding anything to the contrary contained herein, the obligations of the employment Buyer to make any payment of Kae-por ▇the Contingent Consideration hereunder, including, without limitation pursuant to this Section 1.7, are subordinate and junior to the prior payment and performance of any of Buyer’s obligations under any of its current or future credit facilities; provided, that Buyer will use commercially reasonable efforts to cause any of its future credit facilities to expressly permit the payment of the Contingent Consideration (if any) when and to the extent due and payable pursuant to this Section 1.7, subject to any limitations required by a lender thereunder and, for the avoidance of doubt, the Buyer shall not be limited in its ability to obtain financing, or to agree to any terms the Buyer determines in its sole discretion are necessary or advisable to obtain the financing, after the Closing by this Section 1.7. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates So long as the Buyer or any successor entity either Affiliate thereof is prohibited, in whole or in part, from making payments of the Contingent Consideration under this Agreement pursuant to the terms of such credit facilities or the rules of any public exchange, no payment shall be made by the Buyer or any of its Affiliates (i) for Cause and no Seller shall receive or (ii) by ▇▇▇▇▇ other than for Good Reason, and (baccept any such payment) with respect to the Conditional Contingent Shares (as defined below), Consideration unless and until the failure Buyer is permitted under such credit facilities or such public exchange to make such payment. Any payment received by or on behalf of any Seller in violation of the Subsidiary to attain foregoing shall be held in trust by such recipient for the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination benefit of the employment of ▇▇▇▇▇ by Parent lenders under such credit facility or its affiliates facilities and any administrative agents for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares such lenders (the “Straight-Line Contingent SharesFinancing Parties”)) or the Buyer, over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest inas applicable, and shall promptly be paid over to the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of Financing Parties or the Contingent Shares (the “Conditional Contingent Shares”)Buyer, as follows: (i) If applicable, by wire transfer of immediately available funds. Prior to the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue indefeasible payment in the aggregate shall equal or exceed $7,700,000, then full in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, cash of all of the Conditional Contingent Shares to the extent not previously vested. In the event Buyer’s obligations under its credit facilities and termination of any termination commitments to extend credit under the Buyer’s credit facilities, no Seller shall take any action, without the prior written consent of employment of ▇▇▇▇▇ with Parent the Financing Parties, to collect, enforce payment, or its affiliates or exercise any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested remedies with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either Consideration (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest whether pursuant to the terms of this Section 1.2(c)Agreement or otherwise) either at law or in equity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates by judicial proceedings or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafterotherwise. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation The provisions of this Section 1.2(c)1.7(f) at are intended solely for the time that Parent’s Repurchase Right becomes effectivebenefit of the Financing Parties to define the relative rights of the Sellers, then such fractional share shall be added to any fractional share in which on the Selling Shareholders one hand, and the Option Holders are at such time vested in order to make one whole vested share no longer subject Financing Parties, on the other hand. Notwithstanding anything to the Repurchase Right. Subject to contrary set forth herein, including Section 11.2 (No Third-Party Beneficiaries) and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as the11.9 (

Contingent Consideration. Parent is hereby granted An earnout may be earned by Sellers as, and to the right extent provided for, in this Section 2.04, and, if earned, shall be paid by Buyer to the Sellers following the Earnout Period as provided for in this Section 2.04 (such earnout, the “Revenue Earnout”): (a) Within forty-five (45) days after the expiry of each Earnout Period, Buyer will provide Sellers' Representative with written notice (the "Earnout Notice") setting forth: (i) Buyer's computation of the Company's Revenue for the applicable Earnout Period; (ii) Buyer's computation of the Gross Profit Margin for the applicable Earnout Period; and (iii) whether the applicable Earnout Consideration was earned during the applicable Earnout Period (collectively, the "Earnout Calculations"). (b) Upon the receipt by Sellers' Representative of an Earnout Notice, Sellers' Representative shall have a period of thirty (30) days to review the Earnout Notice and may have the same verified by independent accountants and other Representatives selected by him. Sellers' Representative and his Representatives shall be entitled to perform reasonable procedures (including review of the accounting records of the Company and supporting such calculations and other materials as they may reasonably request) and to take any other reasonable steps that Sellers' Representative and his Representatives deem appropriate to confirm that the amount of the Earnout Calculations for the applicable Earnout Period set forth in the Earnout Notice has been prepared in accordance with the terms of this Agreement. If Sellers' Representative shall have any objections to the calculation of the Earnout Calculations set forth in the Earnout Notice, Sellers' Representative shall deliver to Buyer, within thirty (30) days from his receipt of the Earnout Notice (the “Repurchase RightEarnout Objection Period”), exercisable at a written statement (the “Earnout Objection Notice”) setting forth the component or components of the Earnout Notice that are in dispute, the basis of such dispute and, if known, the amount proposed as an adjustment. The failure of Sellers' Representative to deliver an Earnout Objection Notice within the thirty (30) day period hereinabove provided shall constitute the acceptance by Sellers' Representative of the calculations and determinations made by Buyer as set forth in the Earnout Notice, whereupon such amounts shall be final, binding and conclusive for all purposes hereunder. (c) If Sellers' Representative delivers an Earnout Objection Notice, Sellers' Representative and Buyer shall in good faith attempt to resolve any time following: such dispute and, if the parties so resolve all such disputes, then the computation of the Earnout Calculations set forth in the Earnout Notice for the applicable Earnout Period as resolved by the parties, shall be conclusive and binding on the parties upon written acknowledgement of such resolution. If Sellers' Representative and Buyer fail to resolve all of the items in dispute within thirty (a30) days after Sellers' Representative’s delivery of the Earnout Objection Notice to Buyer (or such longer period as they may mutually agree in writing), then either party may elect to submit any remaining disputed items to an independent third-party arbitrator mutually acceptable to Buyer and Sellers' Representative who shall be qualified by experience and training to arbitrate commercial disputes (the “Earnout Expert”) who shall be retained to review promptly the Earnout Calculations set forth in the Earnout Notice and the disputed items or amounts; provided, however, that if Buyer and Sellers' Representative are unable to mutually agree on an individual to act as the Earnout Expert within five (5) Business Days after Buyer or Sellers' Representative elect to submit the dispute to arbitration, then each of Buyer and Sellers' Representative shall each designate an independent third-party arbitrator and such designees shall promptly (and in any event within ten (10) days) select an individual to act as the Earnout Expert. (d) If any disputed items are referred to the Earnout Expert, the parties shall cooperate in good faith with the determination process and the Earnout Expert’s requests for information, including providing the Earnout Expert with information as promptly as practicable after its request therefor. Each party shall be entitled to receive copies of all materials provided by the other to the Earnout Expert in connection with the determination process. In making its determination on the disputed items, the Earnout Expert shall make such determinations (i) only in accordance with the standards set forth in this Agreement, (ii) only with respect to the Straight-Line Contingent Shares disputed items submitted to the Earnout Expert and no other items, (as defined belowiii) on a disputed item by disputed item basis (i.e., not in the aggregate), any termination and (iv) where the result of the employment Earnout Expert’s determination for such disputed item is neither greater then nor less than the amounts presented by the parties to the Earnout Expert with respect to the item in dispute. In connection with his review the Earnout Expert shall have the right to engage an independent accounting firm. The determination of Kaethe Earnout Expert shall be final, conclusive and binding on the parties, absent manifest error. The parties shall instruct the Earnout Expert to provide its determination in writing to the parties within thirty (30) days of the date it is engaged on such project. Neither party shall have any ex parte conversations or meetings with the Earnout Expert without the prior written consent of the other party. (e) The Earnout Calculations for the applicable Earnout Period, and the earning of the applicable Earnout Consideration therefrom, either as accepted or deemed to have been accepted by Sellers' Representative or as adjusted and resolved in the manner herein provided, shall fix the Earnout Calculations for the applicable Earnout Period and the earning of the Earnout Consideration determined therefrom. Each party shall bear its own expenses and the fees and expenses of its own Representatives, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the Earnout Calculations for the applicable Earnout Period, and the earning of any Earnout Consideration calculated therefrom. (f) If the Revenue for the First Earnout Period is: (A) equal to or greater than one hundred percent (100%) of the Initial Revenue Target, and the Gross Profit Margin is above the Gross Profit Margin Threshold, then Sellers shall be entitled to receive one hundred percent (100%) of the Initial Earnout Consideration; or (B) greater than the Initial Revenue Floor, but is less than the Initial Revenue Target, and the Gross Profit Margin is above the Gross Profit Margin Threshold, then the Initial Earnout Consideration shall be an amount equal to the Revenue Percentage of the Revenue Consideration. (g) If the Revenue for the Second Earnout Period is: (A) equal to or greater than one hundred percent (100%) of the Year-por ▇. ▇▇▇▇▇ Two Revenue Target, and the Gross Profit Margin is above the Gross Profit Margin Threshold, then Sellers shall be entitled to receive one hundred percent (“▇▇▇▇▇”100%) with Parent of the Year-Two Earnout Consideration; or its affiliates (B) greater than the Year-Two Revenue Floor, but is less than the Year-Two Revenue Target, and the Gross Profit Margin is above the Gross Profit Margin Threshold, then the Year-Two Earnout Consideration shall be an amount equal to the Revenue Percentage of the Revenue Consideration. (h) If the Revenue for the Third Earnout Period is: (A) equal to or any successor entity greater than one hundred percent (100%) of the Year-Three Revenue Target, and the Gross Profit Margin is above the Gross Profit Margin Threshold, then Sellers shall be entitled to receive one hundred percent (100%) of the Year-Three Earnout Consideration; or (B) greater than the Year-Three Revenue Floor, but is less than the Year-Three Revenue Target, and the Gross Profit Margin is above the Gross Profit Margin Threshold, then the Year-Three Earnout Consideration shall be an amount equal to the Revenue Percentage of the Revenue Consideration. (i) For the avoidance of doubt, Sellers will not be entitled to Earnout Consideration for an applicable Earnout Period if either (i) for Cause the Revenue during an Earnout Period does not exceed the applicable Revenue Floor, or (ii) by ▇▇▇▇▇ other than for Good Reasonthe Gross Profit Margin does not meet or exceed the Gross Profit Margin Threshold. (j) Following the Earnout Period, and within ten (b10) with respect to Business Days after the Conditional Contingent Shares date that is the later of (as defined below), i) the failure acceptance of the Subsidiary to attain Earnout Notice and the CTM date on which written agreement in respect of any amount of the Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of Earnout is reached or a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest determination is made in accordance with Section 2.04(f), Buyer shall pay to each Seller such Seller’s Pro Rata Share of the vesting provisions of this Section 1.2(c) Earnout Consideration (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement rounded down to the contrarynearest cent or the nearest whole share, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(cas applicable), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”)if any, as follows: (ia) If the 2014 CTM Revenue portion of the Earnout Consideration paid in cash shall be paid by wire transfer of immediately available funds to the accounts set forth on Schedule 2.02(a); and (b) the portion of the Earnout Consideration to be paid in Earnout Shares will be issued to each Seller by Buyer, in each case, in an amount equal or exceed $2,500,000, to such Seller’s Pro Rata Share of the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Sharesapplicable Earnout Share Consideration. (iik) If the 2015 CTM Revenue shall equal or exceed $3,500,000Subject always to Section 2.04(m) below, the Selling Shareholders Sellers acknowledge and agree that Buyer may make from time to time such business decisions as it deems appropriate, in its sole discretion, in the Option Holders shall acquire conduct of the business of Buyer and its Subsidiaries (including, after the Closing, the Company), including actions that may have an impact on the Company's Revenue and/or the Earn-Out Consideration and no Seller will have any right to claim any lost Earn-Out Consideration or other damages as a vested interest inresult of such decisions, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Sharesso long as such actions do not constitute a material breach of Buyer's obligations under this Section 2.04. (iiil) If the 2014 CTM Revenue did The parties hereto agree that should Buyer not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all make full payment of any amount of the Conditional Contingent Shares Revenue Earnout, any amount payable shall accrue interest from and including the due date for such payment to but excluding the extent not previously vested. In date such payment has been made at a rate per annum equal to ten percent (10%); provided, however, that in the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior a dispute as to the date that the Selling Shareholders and the Option Holders applicable Earnout Consideration interest shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in not accrue until such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest dispute is determined pursuant to the terms of this Section 1.2(c), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for the Contingent Shares shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.22.04. Each deposited certificate Such interest shall be accompanied by calculated daily on the basis of a Stock Power duly executed by 365 day year and the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificatesactual number of days elapsed, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as thewithout compounding.

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) If the Company enters into a management agreement with respect to the Straight-Line Contingent Shares (as defined below), any termination of the employment of Kae-por ▇.▇. ▇▇▇▇▇▇ Investment Management, Inc., or one of its Affiliates, with respect to Project Rains (“▇▇▇▇▇”the "Rains Management Agreement"), such agreement contains terms and conditions substantially the same as those described in Schedule 2.8(a), the other terms and conditions of such agreement are reasonable given market conditions at the time such agreement is entered into, performance by the Company of fee generating services under such agreement begins on or prior to the first anniversary of the Effective Date, and Buyer and Seller jointly agree that the budgeted EBITDA from property management, leasing and tenant improvement fees under the Rains Management Agreement for the Rains Measurement Period is at least $400,000, Buyer shall promptly (but in no event later than fifteen days after the Company notifies Buyer that the Company has entered into the Rains Management Agreement) with Parent or its affiliates or any successor entity either pay to the Seller an amount equal to the lesser of (i) for Cause $1,000,000 or (ii) by ▇▇▇▇▇ the excess of the Contingent Consideration Amount over the aggregate amount of Contingent Consideration theretofore paid pursuant to Sections 2.8(b) or 2.8(c). Notwithstanding any other than for Good Reasonterm or provision set forth in this Agreement, and in no event shall the aggregate amount of Contingent Consideration which Buyer is required to pay to Seller pursuant to this Agreement exceed the Contingent Consideration Amount. (b) Promptly following the Initial Contingent Consideration Determination Date, Buyer shall pay to the Seller an amount equal to the lesser of (i) the excess of the Contingent Consideration Amount over the amount of Contingent Consideration theretofore paid pursuant to Section 2.8(a), if any, or (ii) the Aggregate Projects NOI generated through the end of the Initial Contingent Consideration Quarter. Promptly following the end of each subsequent calendar quarter that commences on or prior to the sixth anniversary of the Effective Date, Buyer shall pay to the Seller an amount equal to the Aggregate Projects NOI for such quarter (prorated to the sixth anniversary of the Effective Date if such quarter extends past the sixth anniversary of the Effective Date); provided, that, notwithstanding any other term or provision set forth in this Agreement, in no event shall the aggregate amount of Contingent Consideration which Buyer is required to pay to Seller pursuant to this Agreement exceed the Contingent Consideration Amount. (c) Notwithstanding the terms and conditions set forth in Sections 2.8(a) or 2.8(b), if a management agreement is entered to with respect to either Project Trophy or Project Sapphire and performance by the Company of fee generating services under such agreement commences on or prior to the second anniversary of the Effective Date, Buyer shall promptly pay to the Seller an amount equal to the Contingent Consideration Amount MINUS the sum of any amounts previously paid by the Buyer to the Seller pursuant to Sections 2.8(a) or 2.8(b); provided, however, that no Contingent Consideration shall be payable under this Section 2.8(c) unless (i) any such management agreement contemplates that the Company will manage (A) with respect to the Conditional Contingent Shares Project Trophy, no less than 2,800,000 square feet or (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”B) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to Project Sapphire, no less than 5,000,000 square feet, and (ii) such management agreement either (X) has a stated term of five (5) years or more, provides for a management fee (which management fee is reasonable given market conditions at the Straighttime such agreement is entered into) and is non-Line Contingent Shares until cancelable by the other party thereto except upon the occurrence of a termination breach of such agreement by the employment Company or upon payment of ▇▇▇▇▇ by Parent a Market Termination Fee, or its affiliates (Y) has a stated term of less than five (5) years but provides for Cause or by ▇▇▇▇▇ other a management fee of not less than for Good Reason, (y) 1.25% of gross revenues from such Project. If the Repurchase Right shall Company does not become effective enter into a management agreement with respect to Project Trophy, but the Conditional Contingent Shares until January 1, 2016 and Company subsequently receives any amount (zthe "Trophy Breakup Amount") from the Repurchase Right shall terminate, and cease owner of Project Trophy in consideration for services the Company rendered to be exercisable, such owner with respect to any and all Contingent Shares Project Trophy, Buyer shall promptly (but in which no event later than 15 days after the Selling Shareholders and Company receives the Option Holders vest in accordance with Trophy Breakup Amount) pay to the provisions Seller an amount equal to the lesser of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000Trophy Breakup Amount, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue less any expenses incurred in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all generation of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without CauseTrophy Breakup Amount, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior the excess of the Contingent Consideration Amount over the aggregate amount of Contingent Consideration theretofore paid pursuant to Sections 2.8(a), 2.8(b) or 2.8(c). Notwithstanding any other term or provision set forth in this Agreement, in no event shall the aggregate amount of Contingent Consideration which Buyer is required to pay to Seller pursuant to this Agreement exceed the Contingent Consideration Amount. (d) At the time Buyer makes any payment of Contingent Consideration to Seller pursuant to Sections 2.8(b) or 2.8(c), Buyer shall also pay to the date that Seller simple interest on the Selling Shareholders and the Option Holders amount of Contingent Consideration so paid, which interest shall have become fully vested with respect accrued at a rate equal to all 7.5% per annum from the Effective Date to the earlier of (i) date of payment of such Contingent Consideration, or (ii) the third anniversary of the Straight-Line Effective Date. (e) If any portion of the Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to Consideration Amount is paid under the terms of this Section 1.2(c)2.8, Buyer may from time to time cause a substitute letter of credit to be issued by Issuer for the benefit of Seller and the Escrow Agent in an amount equal to the Contingent Consideration Amount MINUS the aggregate amount of Contingent Consideration previously paid by Buyer pursuant to this Section 2.8, provided, however, that, unless otherwise agreed in writing by Buyer and the Seller Representative, the Selling Shareholders terms and conditions of such substitute letter of credit shall be the Option Holders shall acquire a vested interest in, same in all material respects to the terms and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as conditions of the end Contingent Consideration Letter of Credit other than the then current semi-annual period had ▇▇▇▇▇ remained in employment face amount thereof. If Buyer so elects to obtain a substitute letter of credit, Buyer shall deposit the substitute letter of credit with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect Escrow Agent to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (held in escrow in accordance with the vesting computation provisions Contingent Consideration Escrow Agreement and Buyer and the Seller Representative shall, effective upon such deposit, instruct the Escrow Agent to release the Contingent Consideration Letter of Credit to Buyer for cancellation and, thereafter, such substitute letter of credit shall be deemed the "Contingent Consideration Letter of Credit" for all purposes under this Agreement and the Contingent Consideration Escrow Agreement. Immediately following the date that Buyer, pursuant to this Section 1.2(c)) at 2.8, has paid to the time that Parent’s Repurchase Right becomes effectiveSeller an amount which, then such fractional share shall be when added to any fractional share in which the Selling Shareholders aggregate amount of Contingent Consideration previously paid by Buyer pursuant to this Section 2.8, equals the Contingent Consideration Amount, Buyer and the Option Holders are at such time vested in order Seller Representative shall each instruct the Escrow Agent to make one whole vested share no longer subject to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates for release the Contingent Shares shall be deposited in escrow with the Secretary Consideration Letter of Parent Credit to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the requirements of this Agreement, shall remain in escrow until such time or times as theBuyer for cancellation.

Contingent Consideration. Parent is hereby granted (a) If (i) the right 2022 Notes are Refinanced and (ii) as of the last day of any month beginning with the month ending December 31, 2021 and ending on December 31, 2022 (the “Repurchase RightMeasurement Period”), exercisable the MLP has achieved a trailing twelve month Adjusted EBITDA (“TTM Adjusted EBITDA”) that is greater than or equal to $107.0 million (clauses (i) and (ii), the “Contingent Payment Conditions”), then Acquirer shall pay Parent $3,129,279.43 in the manner set forth in Section 2.04(d) (the “Contingent Consideration” and, together with the Base Consideration and the Deferred Consideration, the “Consideration”) in (x) cash in immediately available funds, (y) MLP Common Units or (z) a combination of cash and MLP Common Units. The form of Contingent Consideration to be delivered by Acquirer shall be determined by Acquirer in its sole discretion; provided, however, that the prior written consent of Parent (which may be withheld in its sole discretion) shall be required for an election to pay the Contingent Consideration in a combination of cash and MLP Common Units; provided further, that if Acquirer elects to fund all or a portion of the Contingent Consideration in MLP Common Units, such MLP Common Units shall be valued at any time following: (a) with respect a per unit price equal to the Straight-Line Contingent Shares volume weighted daily average price of MLP Common Units, as reported on NASDAQ (as defined belowor any applicable successor exchange), any termination for the 20 trading days ending one trading day prior to the date on which Acquirer provides notice to Parent, in accordance with Section 2.04(d), of Acquirer’s intent to pay all or a portion of such Contingent Consideration in MLP Common Units (the “Calculation Period”). (b) Within 30 calendar days of the employment end of Kae-por ▇. ▇▇▇▇▇ each calendar month during the Measurement Period, Acquirer shall deliver to Parent a statement (the “▇▇▇▇▇Adjusted EBITDA Statement”) setting forth the MLP’s TTM Adjusted EBITDA as of the end of such month, together with reasonable supporting documentation thereof. Acquirer agrees that it shall prepare each Adjusted EBITDA Statement in accordance with the illustrative calculation included on Schedule 1.2 using the same methodologies, practices, policies and judgments as were used in the MLP’s Financial Statements, except as otherwise provided in this Agreement, including Schedule 1.2. Following delivery of the Adjusted EBITDA Statement, Acquirer will cause the Compressco Entities to provide Parent the reasonable opportunity during normal business hours to examine any supporting schedules, analyses, workpapers and other underlying records or documentation that are in the Compressco Entities’ possession or control (collectively, the “Supporting Documentation”) as are reasonably necessary and appropriate for Parent to confirm or object to the calculation of the applicable TTM Adjusted EBITDA included in such Adjusted EBITDA Statement. Parent agrees to hold in confidence and not disclose to any Person the Adjusted EBITDA Statement and Supporting Documentation. The Adjusted EBITDA Statements and Supporting Documentation made available to Parent shall be used by Parent and/or its Representatives solely for the purpose of reviewing the calculations pursuant to this Section 2.04 and not for any other purpose. (c) Parent shall be deemed to have accepted the determinations set forth in each Adjusted EBITDA Statement, and each Adjusted EBITDA Statement shall be final and binding on the parties, unless Parent delivers to Acquirer not later than 30 calendar days after receipt of such Adjusted EBITDA Statement (the “Objection Period”) a written notice (a “Notice of Dispute”) listing in reasonable detail those items included in the determination of Adjusted EBITDA for the applicable Measurement Period to which Parent takes exception and any proposed adjustment. If Parent and Acquirer are unable, within 30 calendar days after receipt by Acquirer of the Notice of Dispute, to determine the disputed exceptions, such disputed exceptions will be referred to BDO USA, LLP (or, if they are unable or unwilling to serve, another nationally recognized accounting firm not affiliated with Parent or Acquirer that is mutually selected by Parent and Acquirer) (as applicable, BDO USA, LLP or the firm selected by Parent and Acquirer is referred to as the “Accounting Arbitrator”). All matters not covered by the Notice of Dispute and those matters Acquirer and Parent resolve by written agreement following receipt of the Notice of Dispute shall be deemed to be final, binding and conclusive. The determination by the Accounting Arbitrator shall be final, binding and conclusive on Parent and Acquirer. Acquirer and Parent each shall provide their assertions regarding the remaining disputes in writing to the Accounting Arbitrator and to each other on the date or dates ordered by the Accounting Arbitrator. The Accounting Arbitrator’s determination shall be based solely on Section 2.04 and the definition of Adjusted EBITDA contained in this Agreement, including Schedule 1.2. Further, the Accounting Arbitrator’s determination shall not be based on any independent investigation. The fees, costs and expenses of the Accounting Arbitrator acting under this Section shall be borne one half by Acquirer and one half by Parent; provided that if the Accounting Arbitrator determines, and states in its affiliates report, that one party’s position is completely correct, then such party shall pay none of the fees, costs and expenses of the Accounting Arbitrator and the other party shall pay all such fees, costs and expenses. The Accounting Arbitrator shall be instructed to render its determination as soon as reasonably possible (which the parties agree should not be later than sixty (60) calendar days following the day on which the disagreement is referred to the Accounting Arbitrator). Failure of the Accounting Arbitrator to adhere to this time limit shall not be a basis for challenging the Accounting Arbitrator’s determination. The Accounting Arbitrator shall conduct its determination activities in a manner wherein all materials submitted to it are held in confidence and shall not be disclosed to third parties. The parties agree that the Accounting Arbitrator’s determination shall be enforceable under the Federal Arbitration Act, Title 9 United States Code, and that judgment may be entered upon the determination of the Accounting Arbitrator in any court having jurisdiction over the party against which such determination is to be enforced. (d) If the Contingent Payment Conditions have either been satisfied or, in the sole discretion of Acquirer, waived, on or any successor entity either before the 26 month anniversary of the Closing Date, Acquirer shall pay Parent the Contingent Consideration on the 26 month Anniversary of the Closing Date or such earlier date as determined in Acquirer’s sole discretion (i) for Cause by wire transfer of immediately available funds to such bank account as is specified in writing by Parent to Acquirer, if Acquirer elects to settle the Contingent Consideration in cash or (ii) by ▇▇▇▇▇ transferring MLP Common Units held, directly or indirectly, by Acquirer to Parent, if Acquirer elects to settle the Contingent Consideration in MLP Common Units. If Acquirer pays Parent the Contingent Consideration, in whole or in part, by transferring MLP Common Units, Acquirer shall notify Parent in writing of the date of payment of the Contingent Consideration, which notice shall be irrevocable with respect to the type of Contingent Consideration and shall set forth the Calculation Period and the number of MLP Common Units to be transferred to Parent as Contingent Consideration; provided that such payment shall be paid within five (5) Business Days after the date notice is delivered to Parent. If the Acquirer pays Parent the Contingent Consideration, in whole or in part, by transferring MLP Common Units, the Acquirer shall deliver to Parent a certification of non-foreign status for and duly executed by the Acquirer (or, if such Person is classified as an entity disregarded as separate from another Person, then by such other Person), dated as of the date of payment of the Contingent Consideration, in accordance with Sections 1445(b)(2) and 1446(f) of the Code, certifying that such Person is not a “foreign person” for such purposes. (e) Acquirer acknowledges and agrees that the possibility of Parent receiving the Contingent Consideration comprises a material inducement for Parent to enter into this Agreement. The Parties acknowledge and agree that from and after the Closing, and except as expressly provided to the contrary in this Agreement, (i) Acquirer has the right to operate the Compressco Entities in any way Acquirer deems appropriate in its sole discretion, (ii) the Contingent Consideration is speculative and is subject to numerous factors outside the control of Acquirer, (iii) there is no assurance that Parent will receive the Contingent Consideration and Acquirer has not promised, guaranteed or projected that Parent will receive Contingent Consideration and (iv) Acquirer has no obligation to operate the Compressco Entities (or any components of its business) in order to achieve the Contingent Payment Conditions. Notwithstanding anything in the immediately preceding sentence to the contrary, until the expiration of the Measurement Period without Parent’s consent (which may be withheld in its sole discretion), (i) Acquirer shall use commercially reasonable efforts to cause the Compressco Entities to operate in accordance with Good Industry Practice, (ii) Acquirer shall cause the Compressco Entities to maintain adequate records in a manner that will allow for the calculation of the TTM Adjusted EBITDA and (iii) neither Acquirer nor any of its Affiliates (including the Compressco Entities) will take any actions, or omit to take any actions, for the primary purpose of, or that would, without a good faith business reason unrelated to the results described in the following clauses, reasonably be expected to result in, (A) thwarting or inhibiting the achievement of the Contingent Payment Conditions in any material respect or (B) otherwise frustrating or avoiding Acquirer’s obligations under this Agreement with respect to the Contingent Consideration in any material respect. The Parties agree and acknowledge that Acquirer owes no fiduciary duty or other express or implied duty to Parent in connection with the Contingent Consideration other than as set forth herein and intend for Good Reasonthe express provisions of this Agreement to govern their contractual relationship with respect to the Contingent Consideration. (f) In the event that, prior to the end of the Measurement Period, (i) Acquirer, Spartan or any of their Affiliates effects a sale (directly or indirectly) of all or substantially all of the assets of the Compressco Entities to a third party, or (ii) Acquirer, Spartan or the Compressco Entities effects a merger or consolidation or other transaction involving Acquirer, Spartan or the Compressco Entities (other than a conversion of any of the Compressco Entities from a limited partnership, corporation, limited liability company or other form of entity to a limited partnership, corporation, limited liability company or other form of entity, so long as (a) immediately following such conversion, Spartan and its Affiliates beneficially own, in the aggregate, an economic interest in such converted entity equal to or greater than the economic interest beneficially owned by Spartan and its Affiliates, in the aggregate, in the MLP immediately prior to such conversion and (b) such converted entity expressly assumes all of the obligations under this Agreement with respect to the Conditional Contingent Shares (as defined belowConsideration), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at which results in the Repurchase Price General Partner being controlled, directly or indirectly, by a third party that does not control the Contingent Shares in which each Selling Shareholder and each holder General Partner as of a Company Share Option immediately prior to following the Closing (each an a “Option Holder” and collectively, the “Option HoldersTriggering Transaction”) have not acquired a vested interest in accordance with the vesting provisions of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition each such case, (A) Acquirer shall provide Parent with written notice of such Triggering Transaction, (B) the Contingent Payment Conditions shall be deemed to have been satisfied and (C) within ten days after the consummation of such Triggering Transaction, Acquirer shall pay to Parent the Contingent Consideration in cash in immediately available funds; provided that in lieu of clauses (B) and (C), Acquirer may, at its option, cause the third party acquirer or successor in such Triggering Transaction to expressly assume all of the obligations under this Agreement with respect to the number Contingent Consideration; provided, further, that if the Triggering Transaction results in Spartan no longer being affiliated with the Compressco Entities, then Spartan must guarantee the payment of Straight-Line the Contingent SharesConsideration in form acceptable to Parent. (g) In the event that, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant prior to the terms end of this Section 1.2(c)the Measurement Period, Acquirer, Spartan or any of their Affiliates effect a sale or transfer, directly or indirectly, of assets of the Selling Shareholders and Compressco Entities representing more than 5% of the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested Compressco Entities’ (i) total assets as of the end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with most recently completed fiscal quarter or (ii) Adjusted EBITDA for the Parent, its affiliates or any successor entity through twelve months ended as of the end of the most recently completed quarter, then the Parties shall cooperate in good faith to adjust the amount in clause (ii) of the definition of Contingent Payment Conditions based on the remaining assets and operations of the Compressco Entities after taking into account such semi-annual period multiplied by a fractiondisposition. (h) In the event that, prior to the end of the Measurement Period, the numerator Compressco Entities consummate the acquisition, directly or indirectly, of which is assets representing more than 5% of the number Compressco Entities’ (i) total assets as of days during the end of the most recently completed fiscal quarter or (ii) Adjusted EBITDA for the twelve months ended as of the end of the most recently completed quarter, from any Person, including Acquirer, Spartan or their Affiliates, then the Parties shall cooperate in good faith to adjust the amount in clause (ii) of the definition of Contingent Payment Conditions based on the consolidated assets and operations of the Compressco Entities after taking into account such semi-annual period acquisition; provided, that ▇▇▇▇▇ was employed in no event shall the acquisition of assets currently held directly or indirectly by Spartan result in any adjustment to the Parentamount in clause (ii) of the definition of Contingent Payment Conditions, an affiliate nor shall any assets or any successor entity operations of Spartan at the time of Closing be included in the calculation of TTM Adjusted EBITDA. (i) In the event that Acquirer, Spartan or their Affiliates transfers, integrates or otherwise consolidates their assets or operations to or into the Compressco Entities, Acquirer and Spartan shall cause the Compressco Entities to maintain all accounting, financial and other information necessary for the preparation of the Adjusted EBITDA Statement and Supporting Documentation and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased review thereof by Parent. Accordingly, should the Repurchase Right extend to a fractional share (Parent in accordance with Section 2.04(b), including separate records relating to the vesting computation provisions assets and operations of the Compressco Entities immediately prior to such transfer, integration or consolidation and separate records relating to the assets so transferred, integrated or consolidated to or into the Compressco Entities. (j) All payments made pursuant to this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such fractional share 2.04 shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject treated as adjustments to the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b), the certificates purchase price paid for the Contingent Shares Subject Interests for all Tax purposes and shall be deposited in escrow with the Secretary of treated as such by Acquirer and Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant on their Tax Returns to the requirements of this Agreement, shall remain in escrow until such time or times as theextent permitted by Law.

Contingent Consideration. Parent is hereby granted (a) Subject to the right occurrence of the Kings Landing In-Service Date, in addition to the other consideration to be paid or issued to the Seller hereunder, the Purchaser shall pay to the Seller, in accordance with Section 2.08(b), an amount (as finally determined pursuant to this Section 2.08) equal to, which amount shall never be less than $0 (the “Repurchase RightAFE Consideration”): (i) $75,000,000; (ii) plus the amount, if any, by which the Target AFE is greater than the AFE Amount; and (iii) minus the amount, if any, by which the AFE Amount is greater than the Target AFE. (b) Not later than 75 days after the Kings Landing In-Service Date (but subject to the Kings Landing In-Service Date) (the “AFE Determination Date”), exercisable at any time following: (a) with respect the Purchaser shall prepare and deliver to the Straight-Line Contingent Shares Seller a preliminary statement (as defined belowthe “AFE Statement”) setting forth in reasonable detail the Purchaser’s good faith calculation of the AFE Consideration (the “Estimated AFE Consideration”), any termination of and within five (5) Business Days following the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good ReasonAFE Determination Date, and (b) with respect the Purchaser shall pay the Estimated AFE Consideration to the Conditional Contingent Shares (as defined below), the failure Seller by wire transfer of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest available funds in accordance with the vesting provisions Wire Transfer Instructions or to such other account as may be designated in writing by the Seller. The AFE Statement will (i) be derived from the books and records of this Section 1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contraryBusiness, (xii) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest prepared in accordance with the provisions of this Section 1.2(c), including 2.08 (and any defined terms used herein) and (iii) include reasonable supporting detail to evidence the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) calculations of the Contingent Shares amounts contained therein. During the period commencing upon the date of receipt by the Seller of the AFE Statement and expiring on the date that is 30 days thereafter (the “Straight-Line Contingent SharesAFE Consideration Review Period”), over the Purchaser shall make available or cause to be made available to the Seller and its accountants (during regular business hours and upon reasonable prior notice), at the Seller’s sole cost and expense and subject to Section 6.04(b), (i) the Books and Records relating to the AFE Statement and (ii) Purchaser’s accounting personnel and advisors, in each case, as reasonably requested by the Seller. In the event that the Purchaser fails to provide such access (and the Purchaser is provided written notice of such failure by Seller), the AFE Consideration Review Period shall be automatically extended by the number of days the Purchaser failed to provide such access. If the Seller disputes the calculation of the AFE Consideration set forth in the AFE Statement, then the Seller may deliver a written notice to the Purchaser (an “AFE Consideration Dispute Notice”) to the Purchaser prior to the expiration of the AFE Consideration Review Period. Any AFE Consideration Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of any such calculation set forth in the AFE Statement and the Seller’s determination of the AFE Consideration. If the Seller does not deliver an AFE Consideration Dispute Notice prior to the expiration of the AFE Consideration Review Period, the AFE Consideration set forth in the Purchaser’s AFE Statement shall be deemed final and binding on the Purchaser and the Seller. If the Seller delivers an AFE Consideration Dispute Notice prior to the expiration of the AFE Consideration Review Period, then the Purchaser and the Seller shall meet, confer and exchange additional relevant information reasonably requested by the other Party regarding the calculation of the AFE Consideration for a period commencing from of 20 days following delivery of such AFE Consideration Dispute Notice to the date Purchaser and the Purchaser and the Seller shall use their respective commercially reasonable efforts to resolve by written agreement any differences as to the AFE Consideration. In the event that the Seller and the Purchaser so resolve any such differences, the AFE Consideration so mutually agreed upon the Purchaser and the Seller shall be final and binding as the AFE Consideration. If the Seller and the Purchaser are unable to reach agreement on the calculation of the AFE Consideration within the 20 day period following delivery of such AFE Consideration Dispute Notice to Purchaser, then either the Seller or the Purchaser may submit any remaining disputes with respect to the AFE Consideration calculation that were included in the AFE Consideration Dispute Notice to the Independent Accountant and the dispute resolution procedures set forth in Section 2.05(e) shall apply, mutatis mutandis, to resolve such remaining disputes. The Independent Accountant’s determination and calculation of the AFE Consideration will be conclusive and binding upon the Parties (absent manifest error) for all purposes of this Agreement and ending December 31, 2015, may be entered and enforced in a series any court of successive equal semi-annual installments of 20% competent jurisdiction as an arbitral award. The AFE Consideration as finally determined pursuant to this Section 2.08(b) is herein referred to as the “Final AFE Consideration”. (c) Within five (5) Business Days following the determination of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as followsFinal AFE Consideration: (i) If if the 2014 CTM Revenue shall equal or exceed $2,500,000Estimated AFE Consideration exceeds the Final AFE Consideration, the Selling Shareholders and Seller shall pay to the Option Holders shall acquire a vested interest in, and Purchaser the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares.amount of such excess by wire transfer of immediately available funds to an account designed by the Purchaser in writing; (ii) If if the 2015 CTM Revenue shall equal or exceed $3,500,000Final AFE Consideration exceeds the Estimated AFE Consideration, the Selling Shareholders and Purchaser shall promptly pay to the Option Holders shall acquire a vested interest in, and Seller the Repurchase Right shall lapse amount of such excess by wire transfer of immediately available funds in accordance with respect to, 138,963 Conditional Contingent Shares.the Wire Transfer Instructions or to such other account as may be designated in writing by the Seller; and (iii) If if the 2014 CTM Revenue did not equal or exceed $2,500,000 or Estimated AFE Consideration and Final AFE Consideration are equal, no Party shall be required to make any additional payments pursuant to this Section 2.08(c). (d) The following provisions shall apply during the 2015 CTM Revenue did not equal or exceed $3,500,000 and period from the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, Closing through payment of all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either contingent consideration pursuant this Section 2.08: (i) by the Parent Purchaser shall, and shall cause its affiliates without CauseAffiliates (including the Company Group) to, use commercially reasonable efforts (in good faith) to achieve the Kings Landing In-Service Date and shall not, and shall cause its Affiliates (including the Company Group) not to, take any action with the primary intent of reducing the contingent consideration payable to the Seller pursuant this Section 2.08; (ii) the Purchaser shall provide Seller with copies of all material written notices received or issued by ▇▇▇▇▇ for Good Reason Purchaser or any of its Affiliates (including the Company Group) under the EPC Agreement or any other applicable material Contract related to the development, construction and completion of the Kings Landing Gas Gathering and Processing Development, including any written notice alleging a breach of the EPC Agreement and any material change orders; (iii) by the death or Disability of ▇▇▇▇▇ prior to Purchaser shall not, and shall not permit its Affiliates (including the date that Company Group) to, without reasonable grounds (as determined in the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(cPurchaser’s business judgment), then in such event terminate the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares EPC Agreement or fail to the extent not previously vested. In the event of make any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the number of Straight-Line Contingent Shares, if any, in which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest payments required pursuant to the terms of this Section 1.2(cthe EPC Agreement (which, for the avoidance of doubt, shall not prevent Purchaser from disputing any payments in good faith), the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the number of Straight-Line Contingent Shares that would have vested as of ; and (iv) within 15 days following the end of each month, the then current semi-annual period had ▇▇▇▇▇ remained in employment with Purchaser shall deliver to the Parent, its affiliates or any successor entity Seller a written statement setting forth the Purchaser’s calculation of the AFE Amount through the end of such semimonth, together with all supporting documentation (including copies of any applicable invoices) with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event that, prior to the occurrence of the Kings Landing In-annual Service Date, (i) a Kings Landing Change of Control Event occurs, (ii) the EPC Agreement is terminated and not replaced within 90 days following such termination with an engineering, procurement and construction agreement with a recognized and experienced industry contractor or (iii) the Purchaser and its Affiliates (including the Company Group) cease to use commercially reasonable efforts (in good faith) to achieve completion of the Kings Landing Gas Gathering and Processing Development for any 60 consecutive day-period multiplied or for 120 days or more in the aggregate (other than as a result of force majeure or any cessation required by a fractionapplicable Law), the numerator Purchaser shall pay to the Seller by wire transfer of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (available funds in accordance with the vesting computation provisions Wire Transfer Instructions or to such other account as may be designated in writing by the Seller an amount equal to $75,000,000 in satisfaction of its payment obligations under this Section 1.2(c)2.08. (f) at the time that Parent’s Repurchase Right becomes effective, then such fractional share All payments to be made pursuant this Section 2.08 shall be added to made without setoff, deduction, or counterclaim on the date due. (g) In the event that Purchaser or any fractional share of its Affiliates (including, from and after Closing, any member of the Company Group) modifies or changes the scope of the Kings Landing Gas Gathering and Processing Development contemplated by the Target AFE (whether through (x) a change in which the Selling Shareholders design of the Kings Landing Gas Gathering and Processing Development, or (y) issuance of a change order under, the Option Holders are at such time vested in order to make one whole vested share no longer subject to entering into an amendment or other modification of, the Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(bEPC Agreement or other applicable Contract), the certificates other than any changes (i) that are required (e.g., that are not discretionary or otherwise optional) for the Contingent Shares operational performance or reliability of the Kings Landing Gas Gathering and Processing Development or (ii) as required to comply with any Law. Any capital expenditures associated with such modification or change in scope of the Kings Landing Gas Gathering and Processing Development shall be deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of disregarded for all purposes under this Section 1.2. Each deposited certificate 2.08 and such capital expenditures shall not be accompanied by a Stock Power duly executed by included in the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to calculation of the requirements of this Agreement, shall remain in escrow until such time or times as theAFE Amount.