Common use of Contingent Consideration Clause in Contracts

Contingent Consideration. 2.4.2.1. In addition to the issuance of the Milestone Consideration Shares (to the extent applicable), subject to and upon meeting of any Milestone during the period listed therein, the Purchaser shall make the applicable and additional payment as listed in the Milestone Schedule in shares and/or in cash (as set forth below) to the Consideration Recipients per the allocation set forth in the Waterfall (the “Contingent Consideration”). 2.4.2.2. Any payment of the Contingent Consideration, calculated as set forth in the Milestone Schedule, may be paid at the discretion of the Purchaser in one of the following methods (i) all cash, (ii) a combination of cash and remaining consideration payable in the then most senior class of shares of the Purchaser (the allocation to be determined by Purchaser in its sole discretion) or (iii) all consideration payable in the most senior class of shares of the Purchaser authorized or outstanding as of the time that payment is due. In the case of (ii) and (iii), consideration in shares will be based on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration for the issuance thereof (such shares “Equity Contingent Consideration” and such price, the “Equity Contingent Consideration Price”), provided that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred prior to such date, at least [***] of the applicable Contingent Consideration shall be made in cash (the “Minimum Cash Contingent Consideration”). In case that the Application was rejected, the issuance of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated as set forth in Article 13.2 to the Amended Articles, provided that the distribution thereunder shall be deemed as the date of the notice of completion of the applicable Milestone. 2.4.2.3. The Purchaser will notify the Shareholders’ Representative, in writing, of its decision of how such Contingent Consideration is to be paid in cash (the “Cash Contingent Consideration”) or Equity Contingent Consideration within fourteen (14) Business Days from the date that the applicable Milestone was met (the “Payment Method Notice”). 2.4.2.4. For the avoidance of doubt, in the event that the Tax Ruling has been obtained by the time of the Contingent Consideration is due, then 100% of the Contingent Consideration may be paid by issuance of Equity Contingent Consideration.

Contingent Consideration. 2.4.2.1. In addition (a) If the revenue recognized by the Acquiror and/or the Company from license, maintenance, training and service fees for the Company's products or services calculated under Section 1.14(c) (the "Company Revenue") exceeds $10,000,000 for the period from the Closing Date to the issuance first anniversary of the Milestone Consideration Shares Closing Date (the "Measuring Period"), then the Acquiror shall deliver to the extent applicable)Stockholders, subject to and upon meeting of any Milestone during the period listed therein, the Purchaser shall make the applicable and additional payment as listed in the Milestone Schedule in shares and/or in cash (as set forth belowin Section 1.14(d), contingent consideration in an amount (the "Contingent Consideration") equal to the Consideration Recipients per sum of (i) 1.625 MULTIPLIED BY the allocation set forth amount by which the Company Revenue exceeds $10,000,000 (up to and including a maximum of $18,000,000 in Company Revenue) PLUS (ii) 1.5 MULTIPLIED BY the Waterfall amount by which the Company Revenue exceeds $18,000,000 (up to and including a maximum of $21,000,000 in Company Revenue). For purposes of this Agreement, "Contingent Shares" means the “number of shares of Acquiror Stock to be delivered in connection with the Contingent Consideration”). 2.4.2.2. Any , which number shall equal the quotient obtained by DIVIDING (A) the Contingent Consideration by (B) the Closing Stock Price determined as of the third trading day preceding the date of payment of the Contingent Consideration. For purposes of this Agreement, calculated as set forth in "Contingent Consideration Exchange Rate" means the Milestone Schedule, may be paid at the discretion of the Purchaser in one of the following methods (i) all cash, (ii) a combination of cash and remaining consideration payable in the then most senior class number of shares of the Purchaser (the allocation Acquiror Stock to be determined delivered in connection with the Contingent Consideration in respect of each share of Company Capital Stock, which shall be equal to the quotient obtained by Purchaser DIVIDING (1) the number of Contingent Shares by (2) the Aggregate Common Number. Notwithstanding the forgoing, in its sole discretion) or (iii) all consideration payable in no event shall the most senior class number of shares Contingent Shares together with the number of Closing Shares exceed 19.9% of the Purchaser authorized or outstanding as Acquiror Stock then outstanding; PROVIDED that if the number of Contingent Shares would cause such percentage to be exceeded, the Acquiror shall issue the maximum permitted number of Contingent Shares and pay the balance of the time that payment is due. In the case of (ii) and (iii), consideration in shares will be based on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration for the issuance thereof (such shares “Equity Contingent Consideration” and such price, the “Equity Contingent Consideration Price”), provided that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred prior to such date, at least [***] of the applicable Contingent Consideration shall be made in cash (the “Minimum "Cash Contingent Consideration”"). In case ; PROVIDED FURTHER that to the Application was rejectedextent any Contingent Consideration is paid, any and all imputed interest with respect to the issuance Contingent Consideration pursuant to Section 483 or Section 1274 of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated as set forth in Article 13.2 to the Amended Articles, provided that the distribution thereunder Code shall be deemed as paid, to the date of the notice of completion of the applicable Milestone. 2.4.2.3. The Purchaser will notify the Shareholders’ Representativemaximum extent possible, in writing, of its decision of how from such Contingent Consideration is to be paid in cash (the “Cash Contingent Consideration”) or Equity Contingent Consideration within fourteen (14) Business Days from the date that the applicable Milestone was met (the “Payment Method Notice”). 2.4.2.4. For the avoidance of doubt, in the event that the Tax Ruling has been obtained by the time of the Contingent Consideration is due, then 100% of the Contingent Consideration may be paid by issuance of Equity Contingent Consideration.

Contingent Consideration. 2.4.2.1. In addition ‌ (a) As additional consideration for the purchase and sale of the Purchased Shares, Buyer shall pay an amount of $2,000,000 (the "Contingent Consideration") if, at any time within 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 issuance date such payment is due; or (ii) subject to the approval of the Milestone Consideration CSE (or such other stock exchange where the Buyer Shares (to are listed at the extent applicabletime), subject if required, by the issuance and delivery to Seller, free and clear of all Encumbrances and resale restrictions, freely tradable immediately upon meeting such delivery and registered as directed by Seller, that number of any Milestone during Buyer Shares as is equal to: (i) the period listed therein, the Purchaser shall make the applicable and additional payment as listed in the Milestone Schedule in shares and/or in cash (as set forth below) to the Consideration Recipients per the allocation set forth in the Waterfall (the “Contingent Consideration”). 2.4.2.2. Any payment amount of the Contingent Consideration, calculated as set forth in the Milestone Schedule, may be paid at the discretion of the Purchaser in one of the following methods (i) all cash, ; divided by (ii) a combination of cash and remaining consideration payable in the then most senior class of shares VWAP of the Purchaser (the allocation to be determined by Purchaser in its sole discretion) or (iii) all consideration payable in the most senior class of shares of the Purchaser authorized or outstanding as of the time that payment is due. In the case of (ii) and (iii), consideration in shares will be based Buyer Shares on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration CSE for the issuance thereof (such shares “Equity Contingent Consideration” and such price, 10 trading days ending on the “Equity Contingent Consideration Price”), provided that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred day prior to such date, at least [***] of the applicable Contingent Consideration shall be made in cash (the “Minimum Cash Contingent Consideration”). In case that the Application was rejected, the issuance of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated as set forth in Article 13.2 to the Amended Articles, provided that the distribution thereunder shall be deemed as the date of the notice of completion of the applicable Milestone.issuance.‌ 2.4.2.3. The Purchaser will notify the Shareholders’ Representative(d) For certainty, in writing, of its decision of how such Contingent Consideration is Buyer may elect to be paid in cash (the “Cash Contingent Consideration”) or Equity Contingent Consideration within fourteen (14) Business Days from the date that the applicable Milestone was met (the “Payment Method Notice”). 2.4.2.4. For the avoidance of doubt, in the event that the Tax Ruling has been obtained by the time of 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 45-102 – 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 duelikely to occur, then 100% of 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) and in case it has elected to deliver Buyer Shares pursuant to Section 2.03(b)(ii), an estimate of the number of Buyer Shares, together with a request for wire transfer instructions, securities account information and other particulars it may be paid by issuance of Equity Contingent Considerationrequire to complete such payment or issuance.

Contingent Consideration. 2.4.2.1. In addition Upon the terms and subject to the issuance of the Milestone Consideration Shares (to the extent applicable), subject to and upon meeting of any Milestone during the period listed therein, the Purchaser shall make the applicable and additional payment as listed in the Milestone Schedule in shares and/or in cash (as set forth below) to the Consideration Recipients per the allocation conditions set forth in this Agreement, as additional contingent consideration for the Waterfall Acquisition: (A) Within [***] following [***], Buyer Parent shall issue to the Seller a number of shares of Buyer Parent Class A Common Stock equal to the quotient obtained by dividing $12,500,000 by the VWAP of the Buyer Parent Class A Common Stock over the seven (7) consecutive trading days ending on (and inclusive of) the day immediately prior to [***], rounded down to the nearest whole share (the “Contingent Stock Consideration” and, together with the Closing Stock Consideration, the “Stock Consideration”). 2.4.2.2. Any payment In no event will the Contingent Stock Consideration be payable on more than one occasion. In the event Buyer Parent consummates a change of control, or if Buyer Parent Class A Common Stock is no longer trading on the Trading Market, prior to issuance of the Contingent Stock Consideration, calculated as set forth in the Milestone Schedule, may Contingent Stock Consideration shall be paid at the discretion of the Purchaser in one of the following methods (i) all cash, (ii) a combination of cash and remaining consideration payable in the then most senior class of shares of the Purchaser cash instead. (the allocation B) Buyer (itself or with or through its Affiliates and/or its or their Sublicensees or subcontractors) (including its or their successor or assignee) shall use Commercially Reasonable Efforts to be determined by Purchaser in its sole discretion) or (iii) all consideration payable in the most senior class of shares of the Purchaser authorized or outstanding as of the time that payment is dueachieve [***]. In the case of (ii) and (iii), consideration in shares Buyer will be based on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration for the issuance thereof (such shares “Equity Contingent Consideration” and such price, the “Equity Contingent Consideration Price”), provided that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred prior to such date, at least notify Seller within [***] of the applicable Contingent Consideration shall be made in cash (the “Minimum Cash Contingent Consideration”). In case that the Application was rejected, the issuance achievement of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated as set forth in Article 13.2 to the Amended Articles, provided that the distribution thereunder shall be deemed as the date of the notice of completion of the applicable Milestone. 2.4.2.3. The Purchaser will notify the Shareholders’ Representative, in writing, of its decision of how such Contingent Consideration is to be paid in cash (the “Cash Contingent Consideration”) or Equity Contingent Consideration within fourteen (14) Business Days from the date that the applicable Milestone was met (the “Payment Method Notice”). 2.4.2.4[***]. For the avoidance of doubt, Buyer Parent’s failure to (x) use Commercially Reasonable Efforts to achieve [***] and/or (y) achieve it prior to [***] shall not relieve Buyer Parent of its payment obligations pursuant to Section 1.1(b)(ii)(A), if the [***] triggering such payment is achieved. (C) Within [***] following the sale in the event that the Tax Ruling has been obtained full by the time Seller or its Affiliates to one or more Third Parties of the Contingent Stock Consideration, Seller Parent shall deliver to Buyer Parent a statement (the “Contingent Stock Statement”) setting forth, in reasonable detail together with appropriate supporting information (including such supporting information as Buyer Parent may reasonably request), Seller Parent’s good faith determination of the prices at which the Contingent Stock Consideration is due, then 100% was sold and the gross proceeds received by the Seller from the sale of the Contingent Stock Consideration (the “Contingent Stock Gross Proceeds”), and the Disposition Expenses incurred by Seller Parent or its Affiliates in connection with the sale of the Contingent Stock Consideration, which such Disposition Expenses, together with the Disposition Expenses in connection with the sale of the Closing Stock Consideration, [***]. (D) The Contingent Stock Statement shall become final and binding upon the parties on the fifth (5th) business day following the date on which the Contingent Stock Statement was delivered, unless Buyer Parent delivers to Seller Parent a Notice of Disagreement prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by Seller Parent within the time period prescribed by this Section 1.1(b)(ii)(D), during the five (5)-day period following delivery of the Notice of Disagreement, Buyer Parent and Seller Parent shall in good faith resolve as promptly as practicable in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If Buyer Parent delivers to Seller Parent a Notice of Disagreement in accordance with this Section 1.1(b)(ii)(D), the Contingent Stock Statement shall become final and binding upon the parties upon the date Buyer Parent and Seller Parent resolve in writing in accordance with the prior sentence any differences they have with respect to the matters specified in the Notice of Disagreement. (E) If (1) the Seller sells the Contingent Stock Consideration in full to one or more Third Parties within fifteen (15) trading days immediately following the date that Buyer Parent notifies Seller Parent that the Registration Statement became effective or the Prospectus Supplement is filed with the SEC with respect to the shares of Buyer Parent Class A Common Stock constituting the Contingent Stock Consideration (provided that such period will be tolled during any Allowed Suspension), and, in either case, restrictive legends have been removed from such shares, at the then-prevailing price of Buyer Parent Class A Common Stock on the Trading Market, and (2) the Contingent Stock Gross Proceeds minus the Disposition Expenses of the sale of the Contingent Stock Consideration set forth on the Contingent Stock Statement (the “Contingent Stock Net Proceeds”) are less than $12,500,000, then, no later than the fifth (5th) business day following the date upon which the Contingent Stock Statement becomes final and binding upon the parties, Buyer Parent shall pay or cause to be paid to the Seller an amount in cash equal to the amount by issuance of Equity which the Contingent ConsiderationStock Net Proceeds are less than $12,500,000. (F) If the Contingent Stock Net Proceeds exceed $12,500,000, then, no later than the fifth (5th) business day following the date upon which the Contingent Stock Statement becomes final and binding upon the parties, the Seller Parent shall pay or cause to be paid to the Buyer Parent an amount in cash equal to the amount by which the Contingent Stock Net Proceeds exceed $12,500,000.

Contingent Consideration. 2.4.2.1. In addition (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 issuance Sellers, on the San ▇▇▇▇ Closing Date, on a pro rata basis based upon each Seller’s ownership of the Milestone Consideration Initial Closing Shares (and the Option Shares immediately prior to the extent applicable)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 and upon meeting 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 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 Consideration Escrow”), 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ by wire transfer of any Milestone during immediately available funds to the period listed thereinaccounts designated in writing by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. If the Purchaser has not purchased the Option Shares pursuant to the Option Agreement on or prior to November 12, 2007, then the Seller Representative shall promptly disburse the amounts deposited into the Ricci Contingent Consideration 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, the Purchaser shall make the applicable and additional payment as listed in the Milestone Schedule in shares and/or in cash (as set forth below) pay to the Consideration Recipients per Company, on the allocation set forth San ▇▇▇▇ Closing Date, by wire transfer of immediately available funds to the account designated in writing by the Waterfall (the “Contingent Consideration”). 2.4.2.2. Any payment of Company, the Contingent Consideration, calculated subject to reduction as set forth in Section 5.22.” 5. A new sentence is hereby added to the Milestone Schedule, may be paid at the discretion end of Section 2.8 of the MAC/Macquarie SPA as follows: “The Purchaser in one of the following methods (i) all cash, (ii) a combination of cash acknowledges and remaining consideration payable in the then most senior class of shares of the Purchaser (the allocation to be determined by Purchaser in its sole discretion) or (iii) all consideration payable in the most senior class of shares of the Purchaser authorized or outstanding as of the time that payment is due. In the case of (ii) and (iii), consideration in shares will be based on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration for the issuance thereof (such shares “Equity Contingent Consideration” and such price, the “Equity Contingent Consideration Price”), provided agrees that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred prior to such date, at least [***] of the applicable Contingent Consideration shall be made in cash (the “Minimum Cash Contingent Consideration”). In case that the Application was rejected, the issuance of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated except as set forth in Article 13.2 Section 4.21: (a) none of the Sellers, the Company or the Seller Representative is making any representations, warranties or covenants regarding the 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 the Amended ArticlesPurchaser by the Seller Representative or the ability to consummate the transactions contemplated by the San ▇▇▇▇ Purchase Agreement; (b) it shall be solely responsible for performing its own investigation and due diligence review of the San ▇▇▇▇ ▇▇▇▇▇▇▇, the assets owned by the San ▇▇▇▇ ▇▇▇▇▇▇▇ and the transactions contemplated by the San ▇▇▇▇ Purchase Agreement; (c) the Seller Representative is not making any statements, certifications, representations or 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 of its Affiliates (including the Company after Closing) for any reason regarding, directly or indirectly, the 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 Sellers 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 distribution thereunder shall be deemed 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 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 the transactions contemplated by the San ▇▇▇▇ Purchase Agreement or (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 MAC/Macquarie SPA as follows: (i) From the date on which the San ▇▇▇▇ Purchase Agreement is executed through the Closing or earlier termination of this Agreement, the Company shall: (x) solicit advice and consultation from the Purchaser regarding all matters related in any manner to the rights or obligations of the notice Company under the San ▇▇▇▇ Purchase Agreement; and (y) provide Purchaser with copies of completion all material documents and material correspondence (either directly or on their behalf) with the San ▇▇▇▇ ▇▇▇▇▇▇▇ and/or their representatives with 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 earlier termination of this Agreement, in no event shall the Company or any of its representatives submit any written materials to the San ▇▇▇▇ ▇▇▇▇▇▇▇ or any of their representatives with respect to the transactions contemplated by the San ▇▇▇▇ Purchase Agreement without Purchaser’s express written approval, which approval will not be unreasonably withheld, delayed or 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 applicable Milestone. 2.4.2.3Purchaser. The authorized representatives of the Purchaser are ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇. The Purchaser and the Company will notify cooperate in good faith with each other to ensure compliance with the Shareholders’ Representative, in writing, of its decision of how such Contingent Consideration is to be paid in cash (the “Cash Contingent Consideration”) or Equity Contingent Consideration within fourteen (14) Business Days from the date that the applicable Milestone was met (the “Payment Method Notice”). 2.4.2.4. For the avoidance of doubt, in the event that the Tax Ruling has been obtained by the time obligations of the Contingent Consideration Company under the San ▇▇▇▇ Purchase Agreement.” 8. A new Section 5.22 is due, then 100% of hereby added to the Contingent Consideration may be paid by issuance of Equity Contingent Consideration.MAC/Macquarie SPA as follows:

Contingent Consideration. 2.4.2.1. In addition to the issuance (a) Receipt of the Milestone Consideration Shares (to the extent applicable), subject to and upon meeting of any Milestone during the period listed therein, the Purchaser shall make the applicable and additional payment as listed in the Milestone Schedule in shares and/or in cash (as set forth below) to the Consideration Recipients per the allocation set forth in the Waterfall (the “Contingent Consideration”). 2.4.2.2. Any payment of the Contingent Consideration, calculated as set forth in the Milestone Schedule, may be paid at the discretion of the Purchaser in one of the following methods (i) all cash, (ii) a combination of cash and remaining consideration payable in the then most senior class of shares of the Purchaser (the allocation to be determined by Purchaser in its sole discretion) or (iii) all consideration payable in the most senior class of shares of the Purchaser authorized or outstanding as of the time that payment is due. In the case of (ii) and (iii), consideration in shares will be based on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration for the issuance thereof (such shares “Equity Contingent Consideration” and such price, the “Equity Contingent Consideration Price”), provided that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred prior to such date, at least [***] of the applicable Contingent Consideration shall be made in cash (the “Minimum Cash Contingent Consideration”). In case that the Application was rejected, the issuance of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated as set forth in Article 13.2 to the Amended Articles, provided that the distribution thereunder shall be deemed as the date of the notice of completion of the applicable Milestone. 2.4.2.3. The Purchaser will notify the Shareholders’ Representative, in writing, of its decision of how such Contingent Consideration is to be paid in cash (the “Cash Contingent Consideration”) or Equity Contingent Consideration within fourteen (14) Business Days from the date that the applicable Milestone was met (the “Payment Method Notice”). 2.4.2.4. For the avoidance of doubt, in the event that the Tax Ruling has been obtained by the time of the Contingent Consideration is duecontingent on a division of CBI which includes only the Business of Seller purchased hereunder, as then currently conducted (the "Rich/Florin Division") achieving certain EBITA (as hereinafter defined) objectives (the "Contingent Payment Target") that are measured according to generally accepted accounting principles. Until December 31, 2005, Purchasers shall maintain the Rich/Florin Division as a separate operation with separate books and records, including but not limited to, separate profit and loss statements and balance sheets. Each payment of Contingent Consideration, if any, shall be in the form of 60% cash and 40% ▇▇▇▇▇/▇▇▇▇▇▇ Holdings, Inc. Common Stock ("Holdings Stock") (such stock consideration to be referred to hereafter as "Common Stock Consideration"). In the event Holdings is no longer a publicly traded stock on The Nasdaq National Market or a national securities exchange as a result of the acquisition or merger of Holdings into another entity or as a result of a going private transaction, from such date thereafter, the Contingent Consideration shall be payable 100% in cash. Revenue shall be deemed earned for purposes of meeting the Contingent Payment Target when it is generated by the Rich/Florin Division and is recognized by the Purchasers as revenue for accounting purposes in accordance with generally accepted accounting principles consistently applied by Purchasers. The following table shows the annual Contingent Payment Target and the related Contingent Consideration payment: The full amount of the Contingent Consideration may payment will be paid upon the EBITA levels of the Rich/Florin Division meeting or exceeding the specified EBITA Target, and will be reduced $2.00 for each $1.00 in which actual EBITA is below the Contingent Payment Target. (b) Within sixty (60) days of the end of each calendar year, from 2001 through 2004 (the "EBITA Target Period"), Purchasers shall prepare at their own expense, and deliver to Seller, a calculation of the EBITA for the relevant period, together with a certification of Purchasers signed by issuance an authorized officer of Equity Contingent ConsiderationPurchasers that it was prepared in accordance with this Agreement (the "Initial Annual Determination"). In connection therewith, Purchasers shall provide Seller with such back-up information and calculations as Seller may reasonably request (the "Backup"). Purchasers shall pay into an interest bearing escrow account with the Escrow Agent the amount of the Initial Annual Determination within ten (10) days of its determination. Such amount shall be held in escrow until the Adjusted Annual Determination (as hereinafter defined) is finally determined in accordance with the terms hereof. Any interest earned on such amount shall be payable to the Seller. (c) If Seller does not agree that the Initial Annual Determination correctly states the EBITA of the Rich/Florin Division through the EBITA Target Period under examination, the Seller shall promptly (but not later than thirty (30) days after delivery of such Initial Annual Determination) give written notice to Purchasers of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If Seller and Purchasers reconcile their differences, the Initial Annual Determination shall be adjusted accordingly (as so adjusted, the "Adjusted Annual Determination") and shall thereupon become final and conclusive upon all of the parties hereto. If Seller and Purchasers are unable to reconcile their differences in writing within twenty (20) days after written notice of exceptions is delivered by the Seller, the items in dispute shall be submitted to the Chicago office of a mutually acceptable accounting firm selected from among the twenty largest accounting firms in the United States in terms of gross revenue for final determination (the "Independent Auditors"). If Seller and Purchasers are unable to mutually agree on such accounting firm within five (5) days after expiration of the twenty (20) day period, the Chicago office of a "big-five" accounting firm, which accounting firm has not within the previous two years performed services for Purchasers or Seller or any affiliate, shall be selected by lot after elimination of one firm by the Seller and one firm by Purchasers. The determination of the accounting firm so selected shall be set forth in writing and shall be conclusive and binding upon the parties. The Initial Annual Determination shall be deemed adjusted (as so adjusted, the "Adjusted Annual Determination") in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within thirty (30) days (or such longer period as the Seller and Purchasers may agree) to resolve all items in dispute. If Seller does not give notice of any exception within thirty (30) days after the delivery of an Initial Annual Determination or if Seller in its discretion gives written notification of its acceptance of an Initial Annual Determination prior to the end of such 30-day period, such Initial Annual Determination shall thereupon become binding, final and conclusive upon all the parties hereto. (d) The Independent Auditors shall determine the party (i.e., Purchasers or Seller) whose asserted position as to the amount of EBITA under examination before the Independent Auditors is furthest from the determination thereof by the Independent Auditors, and the non-prevailing party shall pay the fees and expenses of the Independent Auditors. (e) For purposes of this Section 2.5, "EBITA" means Gross Revenue less Expenses for any year in the EBITA Target Period. For purposes of this Section 2.5(e), "Gross Revenue" means all and every kind of revenue generated by the Rich/Florin Division following the Closing Date. "Expenses" means expenses of the Rich/Florin Division (excluding any corporate overhead allocation related to CBH or its affiliates) and of a nature historically recognized as an expense by Seller in the conduct of its business operations including depreciation and bonuses.

Contingent Consideration. 2.4.2.1. (a) In addition to the issuance of the Milestone Consideration Shares (Merger Consideration, Parent shall pay to the extent applicableStockholders at Closing aggregate additional consideration in the number of shares of Parent Common Stock that is equal to the sum of (I) the Maximum Revenue Contingent Stock for each Annual Contingent Consideration Period and (II) the Maximum EBITDA Contingent Stock for each Annual Contingent Consideration Period (collectively, the “Stock Contingent Consideration”), subject to which (i) shall be held in escrow and upon meeting of any Milestone during released by the period listed therein, the Purchaser shall make the applicable and additional payment as listed in the Milestone Schedule in shares and/or in cash (as set forth below) Escrow Agent pursuant to the Consideration Recipients per Escrow Agreement and (ii) shall vest or be forfeited pursuant to the allocation terms set forth in Exhibit A of this Agreement and the Waterfall Restricted Stock Agreements. Such Stock Contingent Consideration shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. (b) In addition to the Merger Consideration and the Stock Contingent Consideration paid at the Closing, Parent shall pay to the Stockholders additional, aggregate contingent consideration in cash in an amount equal to (i) the amount of the Maximum Revenue Contingent Cash calculated in accordance with the terms set forth in Exhibit A of this Agreement, and (ii) the amount of Maximum EBIDTA Contingent Cash calculated in accordance with the terms set forth in Exhibit A of this Agreement (collectively, the “Cash Contingent Consideration” and, together with the Stock Contingent Consideration, the “Contingent Consideration”). 2.4.2.2. Any payment of the Contingent Consideration, calculated as set forth in the Milestone Schedule, may be paid at the discretion of the Purchaser in one of the following methods (i) all cash, (ii) a combination of cash and remaining consideration payable in the then most senior class of shares of the Purchaser (the allocation to be determined by Purchaser in its sole discretion) or (iii) all consideration payable in the most senior class of shares of the Purchaser authorized or outstanding as of the time that payment is due. In the case of (ii) and (iii), consideration in shares will be based on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration for the issuance thereof (such shares “Equity Contingent Consideration” and such price, the “Equity Contingent Consideration Price”), provided that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred prior to such date, at least [***] of the applicable Contingent Consideration shall be made in cash (the “Minimum Cash Contingent Consideration”). In case that the Application was rejected, the issuance of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated as set forth in Article 13.2 to the Amended Articles, provided that the distribution thereunder shall be deemed as the date of the notice of completion of the applicable Milestone. 2.4.2.3. The Purchaser will notify the Shareholders’ Representative, in writing, of its decision of how such Contingent Consideration is to be paid in cash (the “Cash Contingent Consideration”) or Equity Contingent Consideration within fourteen (14) Business Days from the date that the applicable Milestone was met (the “Payment Method Notice”). 2.4.2.4. For the avoidance of doubt, in the event that the Tax Ruling has been obtained by the time of the Contingent Consideration is due, then 100% of the Contingent Consideration may be paid by issuance of Equity Contingent Consideration.

Contingent Consideration. 2.4.2.1. In addition (a) As additional consideration for the purchase and sale of the Purchased Shares, Buyer shall pay an amount of $2,000,000 (the "Contingent Consideration") if, at any time within 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 issuance date such payment is due; or (ii) subject to the approval of the Milestone Consideration CSE (or such other stock exchange where the Buyer Shares (to are listed at the extent applicabletime), subject if required, by the issuance and delivery to Seller, free and clear of all Encumbrances and resale restrictions, freely tradable immediately upon meeting such delivery and registered as directed by Seller, that number of any Milestone during Buyer Shares as is equal to: (i) the period listed therein, the Purchaser shall make the applicable and additional payment as listed in the Milestone Schedule in shares and/or in cash (as set forth below) to the Consideration Recipients per the allocation set forth in the Waterfall (the “Contingent Consideration”). 2.4.2.2. Any payment amount of the Contingent Consideration, calculated as set forth in the Milestone Schedule, may be paid at the discretion of the Purchaser in one of the following methods (i) all cash, ; divided by (ii) a combination of cash and remaining consideration payable in the then most senior class of shares VWAP of the Purchaser (the allocation to be determined by Purchaser in its sole discretion) or (iii) all consideration payable in the most senior class of shares of the Purchaser authorized or outstanding as of the time that payment is due. In the case of (ii) and (iii), consideration in shares will be based Buyer Shares on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration CSE for the issuance thereof (such shares “Equity Contingent Consideration” and such price, 10 trading days ending on the “Equity Contingent Consideration Price”), provided that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred day prior to such date, at least [***] of the applicable Contingent Consideration shall be made in cash (the “Minimum Cash Contingent Consideration”). In case that the Application was rejected, the issuance of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated as set forth in Article 13.2 to the Amended Articles, provided that the distribution thereunder shall be deemed as the date of the notice of completion of the applicable Milestoneissuance. 2.4.2.3. The Purchaser will notify the Shareholders’ Representative(d) For certainty, in writing, of its decision of how such Contingent Consideration is Buyer may elect to be paid in cash (the “Cash Contingent Consideration”) or Equity Contingent Consideration within fourteen (14) Business Days from the date that the applicable Milestone was met (the “Payment Method Notice”). 2.4.2.4. For the avoidance of doubt, in the event that the Tax Ruling has been obtained by the time of 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 45-102 – Resale of Securities) by Seller upon their issuance and delivery to Seller by Buyer. (e) Promptly after ▇▇▇▇▇ knows or has reason to believe an event under Section 2.03(a) is duelikely to occur, then 100% of 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) and in case it has elected to deliver Buyer Shares pursuant to Section 2.03(b)(ii), an estimate of the number of Buyer Shares, together with a request for wire transfer instructions, securities account information and other particulars it may be paid by issuance of Equity Contingent Considerationrequire to complete such payment or issuance.

Contingent Consideration. 2.4.2.1. In addition to the issuance consideration set forth in Sections 2.1 and 2.7 hereof, for the twelve-month period commencing on the day immediately following the Closing Date and running through the first anniversary of the Milestone Closing, and thereafter for each twelve-month period through the seventh anniversary of the Closing (each (a) The Contingent Consideration Shares for a particular Contingent Consideration Pay Period shall be calculated by multiplying the nominal annual production capacity, in metric tons, of the Plant, as specified below, by a rate to be determined based upon the average LME Aluminum High Grade Cash Settlement Quotation, per metric ton (to the extent applicable"Settlement Quotation"), subject to and upon meeting of any Milestone during the period listed therein, the Purchaser shall make as published in Plat▇'▇ ▇▇▇als Week for the applicable and additional payment as listed in Contingent Consideration Pay Period (the Milestone Schedule in shares and/or in cash ("Contingent Consideration Rate"), as set forth below: (i) during the first and second Contingent Consideration Pay Periods, the Contingent Consideration Rate shall be determined in accordance with Part I of Schedule 2.6(a); and (ii) during the third through the seventh Contingent Consideration Pay Periods, the Contingent Consideration Rate shall be determined in accordance with the Part II of Schedule 2.6(a); provided, however, that the total amount of Contingent Consideration payable pursuant to the Consideration Recipients per the allocation set forth this Section 2.6 shall not exceed Seven Million Dollars ($7,000,000) in the Waterfall aggregate. In the event that Plat▇'▇ ▇▇▇als Week shall cease reporting the Settlement Quotation or shall no longer be in general use in the industry as a benchmark for the actual pricing of sales of aluminum, then Seller and Purchaser shall agree on a suitable substitute indicator for determining the market price of aluminum. For purposes of this Section 2.6, the nominal production capacity of the Plant shall be two hundred thirty-five thousand (the “Contingent Consideration”)235,000) metric tons per annum. 2.4.2.2. Any payment (b) Purchaser shall pay or cause to be paid to Seller the Contingent Consideration due, if any, under this Section 2.6 within thirty (30) calendar days after the close of the Contingent Consideration, calculated as set forth in the Milestone Schedule, may be paid at the discretion of the Purchaser in one of the following methods (i) all cash, (ii) a combination of cash and remaining consideration payable in the then most senior class of shares of the Purchaser (the allocation Consideration Pay Period with respect to be determined by Purchaser in its sole discretion) or (iii) all consideration payable in the most senior class of shares of the Purchaser authorized or outstanding as of the time that payment which such Contingent Consideration is due. In the case of (ii) and (iii), consideration in shares will be based on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration for the issuance thereof (such shares “Equity Contingent Consideration” and such price, the “Equity Contingent Consideration Price”), provided that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred prior to such date, at least [***] of the applicable Contingent Consideration Such payment shall be made in cash (the “Minimum Cash Contingent Consideration”). In each case that the Application was rejectedby bank draft, the issuance of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (certified check or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated as set forth in Article 13.2 to the Amended Articles, provided that the distribution thereunder shall be deemed as the date of the notice of completion of the applicable Milestonewire transfer. 2.4.2.3. The Purchaser will notify the Shareholders’ Representative, in writing, of its decision of how such Contingent Consideration is to be paid in cash (the “Cash Contingent Consideration”) or Equity Contingent Consideration within fourteen (14) Business Days from the date that the applicable Milestone was met (the “Payment Method Notice”). 2.4.2.4. For the avoidance of doubt, in the event that the Tax Ruling has been obtained by the time of the Contingent Consideration is due, then 100% of the Contingent Consideration may be paid by issuance of Equity Contingent Consideration.

Contingent Consideration. 2.4.2.1. In addition 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 set out in ‎Schedule 3. 3.4.2 If any Contingent Consideration is due by the Purchaser to the issuance 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 Milestone Consideration Shares (Sellers in the proportion set out in ‎Schedule 2. 3.4.3 If, prior to the extent applicable), subject to and upon meeting due date of any Milestone during part of the period listed thereinContingent Consideration in accordance with ‎Schedule 3, the Sellers owe any amount to the Purchaser or any of the Companies pursuant to Article 6 or any other provision of this Agreement, the Sellers shall have the right (but not the obligation) to, 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 (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 Consideration in accordance with ‎Schedule 3. 3.4.4 If on the due date of any part of the Contingent Consideration in accordance with Schedule 3, the Purchaser has outstanding one or more bona fide duly substantiated Claims in accordance with Article 6 of this Agreement or a bona fide duly substantiated claim in accordance with any other 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 make the applicable and additional payment as listed in the Milestone Schedule in shares and/or in cash (as set forth below) be entitled to pay an amount equal to the Consideration Recipients per bona fide duly substantiated assessment of the allocation set forth in amount of the Waterfall (Substantiated Outstanding Claims into an Escrow Account, with the “Contingent Consideration”). 2.4.2.2. Any payment remainder of the Contingent Consideration, calculated as set forth in the Milestone Schedule, may be paid at the discretion of the Purchaser in one of the following methods Consideration (iif any) all cash, (ii) a combination of cash and remaining consideration payable in the then most senior class of shares of the Purchaser (the allocation to be determined by Purchaser in its sole discretion) or (iii) all consideration payable in the most senior class of shares of the Purchaser authorized or outstanding as of the time that payment is due. In the case of (ii) and (iii), consideration in shares will be based on the lowest price per share paid by any holder of Purchaser’s most senior class of shares in consideration for the issuance thereof (such shares “Equity Contingent Consideration” and such price, the “Equity Contingent Consideration Price”), provided that, to the extent that the Tax Ruling has not yet obtained by that time or a Trigger Event has occurred prior to such date, at least [***] of the applicable Contingent Consideration shall be made in cash (the “Minimum Cash Contingent Consideration”). In case that the Application was rejected, the issuance of the Equity Contingent Consideration and the Cash Contingent Consideration shall be subject to withholding Taxes in accordance with Section 2.10 hereto. In case that the Purchaser’s shares (or any shares received by the Company’s shareholders as part of a merger with a public company) are traded on a public market, then the price per share calculated as part of the payment under the Milestone Schedule, shall be calculated as set forth in Article 13.2 to the Amended Articles, provided that the distribution thereunder shall be deemed as the date of the notice of completion of the applicable Milestone. 2.4.2.3. The Purchaser will notify the Shareholders’ Representative, in writing, of its decision of how such Contingent Consideration is to be paid in cash accordance with Article ‎3.4.2. Upon (deemed) acceptance by the “Cash Contingent Consideration”Sellers or upon acceptance by the competent court of a Substantiated Outstanding Claim, the amounts so accepted (and any interest accrued thereon) or Equity Contingent Consideration will within fourteen (14) Business Days fifteen days be released from the date that Escrow Account and paid to the applicable Milestone was met 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 “Payment Method Notice”)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. 2.4.2.4. For 3.4.5 In case of application of Articles ‎3.4.3 and/or ‎3.4.4, any costs or expenses relating to the avoidance opening, operating and closing of doubt, in the event that the Tax Ruling has been obtained any Escrow Account will be borne by the time of Purchaser on the Contingent Consideration is due, then 100% of one hand and the Contingent Consideration may be paid by issuance of Equity Contingent ConsiderationSellers on the other hand on a 50-50 basis.