Common use of Contingent Consideration Clause in Contracts

Contingent Consideration. (a) Promptly (and in any event within two (2) Business Days) following a Final Earn-Out Payment Statement being deemed final and binding pursuant to Section 1.3(e) of this Annex A, Buyer shall pay to Seller (by wire transfer of immediately available funds to an account designated in writing by Seller) an amount (not to exceed $130 million) in cash equal to one-half (1/2) of the product of (i) Excess EBITDA, multiplied by (ii) the Earn-Out Multiple (such amount, the “Earn-Out Payment”). For illustration purposes only, (A) if Actual EBITDA was $100 million, then the Earn-Out Payment would be $92.5 million (representing one-half of the product of (i) $25 million, multiplied by (ii) 7.40), and (B) if Actual EBITDA was $200 million, then the Earn-Out Payment would be $130 million because the Earn-Out Payment is capped at $130 million. (b) Notwithstanding the foregoing, and so long as shares of Buyer Class A Stock are listed on a national securities exchange, Buyer may, as determined by Buyer in its sole discretion, pay to Seller the Earn-Out Payment as follows, and such payment, if elected, shall be made promptly (and in any event within two (2) Business Days) following the Final Earn-Out Payment Statement referred to in Section 1.2(a) of this Annex A being deemed final and binding: (i) an amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller) equal to one-half (1/2) of the Earn-Out Payment; and (ii) in satisfaction of the other one-half (1/2) of the Earn-Out Payment, the issuance by Buyer to Seller of such number of validly issued, fully paid and non-assessable shares of the Buyer Class A Stock determined by dividing (x) fifty percent (50%) of the Earn-Out Payment by (y) the intraday volume weighted average price of one share of Buyer Class A Stock, as reported by Bloomberg, LP, over the ten (10) trading days ending on the trading day immediately preceding the date on which the Final Earn-Out Payment Statement is deemed final (the “Earn-Out Buyer VWAP”); provided, however, if the foregoing number of shares, together with the Buyer Shares, is greater than a number representing nineteen and nine tenths percent (19.9%) of the shares of Buyer Class A Stock outstanding as of such date (such number, the “Earn-Out Stock Threshold”), then the number of shares of Buyer Class A Stock to be delivered pursuant to this Section 1.2(b)(ii) of this Annex A shall be reduced to the Earn-Out Stock Threshold and, in such event, Buyer shall pay to Seller the Earn-Out Excess Stock Amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller). For purposes hereof, “Earn-Out Excess Stock Amount” shall mean the number of shares of Buyer Class A Stock in excess of the Earn-Out Stock Threshold that would have been issued under the preceding sentence but for the proviso thereto, multiplied by the Earn-Out Buyer VWAP.

Contingent Consideration. (a) Promptly Upon the terms and subject to the conditions of this Agreement and the Transfer Agreement, the Corporation shall issue or pay the Contingent Consideration to the Partnership in accordance with the terms of this Section 2.2. (and in any event within two b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (2) Business Days) following a Final Earn-Out Payment Statement being deemed final and binding as adjusted pursuant to Section 1.3(eparagraph (e) of this Annex ASection 2.2, Buyer the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to Seller (by wire transfer of immediately available funds to an account designated in writing by Seller) the Partnership, on December 31, 2002, an amount (not to exceed $130 million) in cash (the "2002 CONTINGENT CASH PAYMENT") equal to one-half the lesser of : (1/2i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price. (c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; provided, however, that if, prior to December 31, 2003, the Partnership sells any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership or an Affiliate of a permitted assignee), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate cash proceeds received from any such sale(s) prior to December 31, 2003 of Initial Shares or 2002 Additional Shares exceeds the product of (i) Excess EBITDAthe number of such Initial Shares and 2002 Additional Shares that have been sold prior to December 31, multiplied by 2003 and (ii) the Earn-Out Multiple (such amountWeighted Average Trading Price Per Share determined as of the Closing Date. At the option of the Corporation, the “Earn-Out Corporation may satisfy the 2003 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2003, instead of the 2003 Contingent Cash Payment”, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2003 ADDITIONAL SHARES") equal to the number obtained by dividing the 2003 Contingent Cash Payment by the 2003 Price. In order to determine whether any Initial Shares or 2002 Additional Shares have been sold as provided in the proviso of the first sentence of this paragraph (c), all Common Shares received by the Partnership (or any permitted assignee of the Partnership, as the case may be) upon conversion of the Debentures shall be deemed to have been sold first and shall not be considered in the application of such proviso. In addition, the Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 shall be kept in a segregated account separate and apart from any shares issued upon conversion of the Debentures or otherwise acquired by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee). For illustration purposes only, (A) if Actual EBITDA was $100 million, then the Earn-Out Payment would be $92.5 million (representing one-half Prior to issuing any of the product 2003 Additional Shares, the Partnership shall provide a certificate to the Corporation certifying the number and sale price of any Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (ib) $25 millionof Section 2.1 and paragraph (b) of this Section 2.2 that were sold by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee) prior to December 31, multiplied by 2003 (ii) 7.40other than to any permitted assignee of the Partnership or an Affiliate of a permitted assignee), and (B) together with a copy of the broker's account statement for such sales if Actual EBITDA was $200 million, then requested by the Earn-Out Payment would be $130 million because the Earn-Out Payment is capped at $130 millionCorporation. (d) Any Additional Shares issued in satisfaction of the Contingent Cash Payments may be issued to the Partnership on exchange of exchangeable preferred shares of a wholly-owned non-Canadian subsidiary of the Corporation using the structure contemplated in Sections 3.2(a), 3.2(b) and 3.3(a) hereof; provided, that, at the time of such issuance, the Corporation makes representations, warranties, covenants and indemnities to the Partnership with respect to such exchangeable preferred shares that are substantially the same as those made by the Corporation to the Partnership with respect to the Subco Preferred Shares. (e) The number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) Notwithstanding and (c) above and the foregoing, 2002 Price and so long as shares of Buyer Class A Stock are listed on a national securities exchange, Buyer may, as determined by Buyer in its sole discretion, pay to Seller the Earn-Out Payment as follows, and such payment, if elected, 2003 Price shall be made promptly adjusted in the event of a merger, consolidation, recapitalization, stock split, reclassification or other similar event or distribution in which the Common Shares are converted, exchanged or otherwise changed. The Corporation shall forthwith give notice to the Partnership in the manner provided in Section 11 specifying the event requiring such adjustment or readjustment and the results thereof, including the number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) or (c) above and the resulting 2002 Price and 2003 Price. Furthermore, the Corporation shall give notice to the Partnership, in the manner provided in Section 11, of its intention to take any action that may give rise to any such adjustment or readjustment at the same time as any public announcement thereof and in any event within two (2) Business Days) following no later than the Final Earn-Out Payment Statement referred to time at which holders of Common Shares are notified of any such action, and, in Section 1.2(a) of this Annex A being deemed final and binding: (i) an amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller) equal to one-half (1/2) of each case, such notice shall specify the Earn-Out Payment; and (ii) in satisfaction of the other one-half (1/2) of the Earn-Out Payment, the issuance by Buyer to Seller particulars of such number event and the record date and the effective date for such event; provided, that the Corporation shall only be required to specify in such notice such particulars of validly issued, fully paid such event as shall have been fixed and non-assessable shares of the Buyer Class A Stock determined by dividing (x) fifty percent (50%) of the Earn-Out Payment by (y) the intraday volume weighted average price of one share of Buyer Class A Stock, as reported by Bloomberg, LP, over the ten (10) trading days ending on the trading day immediately preceding the date on which such notice is given. Such notice shall be given not less than 7 days in each case prior to such applicable record date or effective date, whichever is earlier. (f) Upon the Final Earn-Out Payment Statement is deemed final (issuance of any 2002 Additional Shares and 2003 Additional Shares as contemplated by this Section 2.2, the “Earn-Out Buyer VWAP”); providedCorporation shall deliver to the Partnership a duly executed stock certificate or certificates representing such shares registered in the name of the Partnership as requested by the Partnership as promptly on or after the relevant December 31 delivery date as the Corporation's transfer agent can prepare such certificate or certificates for such delivery. In addition, howeverthe Corporation shall issue the opinions of counsel to the Corporation, if dated the foregoing number issuance dates of shares, together with the Buyer 2002 Additional Shares and the 2003 Additional Shares, is greater than a number representing nineteen and nine tenths percent (19.9%) with respect to the issuance of such Additional Shares, each substantially in the form of the shares of Buyer Class A Stock outstanding as of such date (such number, opinions deliverable to the “Earn-Out Stock Threshold”), then the number of shares of Buyer Class A Stock to be delivered Partnership pursuant to this Section 1.2(b)(ii) of this Annex A shall be reduced to the Earn-Out Stock Threshold and, in such event, Buyer shall pay to Seller the Earn-Out Excess Stock Amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller3.2(d)(ii). For purposes hereof, “Earn-Out Excess Stock Amount” shall mean the number of shares of Buyer Class A Stock in excess of the Earn-Out Stock Threshold that would have been issued under the preceding sentence but for the proviso thereto, multiplied by the Earn-Out Buyer VWAP.

Contingent Consideration. (a) Promptly Upon the terms and subject to the conditions of this Agreement, the Corporation shall issue or pay the Contingent Consideration to the Investors in accordance with the terms of this Section 2.2. (and in any event within two b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (2) Business Days) following a Final Earn-Out Payment Statement being deemed final and binding as adjusted pursuant to Section 1.3(eparagraph (e) of this Annex ASection 2.2, Buyer the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to Seller (by wire transfer of immediately available funds to an account designated in writing by Seller) the Investors, on December 31, 2002, an amount (not to exceed $130 million) in cash (the "2002 CONTINGENT CASH PAYMENT") equal to one-half the lesser of : (1/2i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Investors, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price. (c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Investors, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; provided, however, that if, prior to December 31, 2003, the Investors sell any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than another Investor or an Affiliate of an Investor), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate cash proceeds received from any such sale(s) prior to December 31, 2003 of Initial Shares or 2002 Additional Shares exceeds the product of (i) Excess EBITDAthe number of such Initial Shares and 2002 Additional Shares that have been sold prior to December 31, multiplied by 2003 and (ii) the Earn-Out Multiple (such amountWeighted Average Trading Price Per Share determined as of the Closing Date. At the option of the Corporation, the “Earn-Out Payment”). For illustration purposes onlyCorporation may satisfy the 2003 Contingent Cash Payment obligation by issuing to the Investors, (A) if Actual EBITDA was $100 millionon December 31, then the Earn-Out Payment would be $92.5 million (representing one-half 2003, instead of the product 2003 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement (ithe "2003 ADDITIONAL SHARES") $25 million, multiplied equal to the number obtained by dividing the 2003 Contingent Cash Payment by the 2003 Price. In order to determine whether any Initial Shares or 2002 Additional Shares have been sold as provided in the proviso of the first sentence of this paragraph (ii) 7.40c), all Common Shares received by the Investors upon conversion of the Debentures shall be deemed to have been sold first and shall not be considered in the application of such proviso. In addition, the Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (Bb) of Section 2.1 and paragraph (b) of this Section 2.2 shall be kept in a segregated account separate and apart from any shares issued upon conversion of the Debentures or otherwise acquired by the Investors or their Affiliates. Prior to issuing any of the 2003 Additional Shares, the Investors shall provide a certificate to the Corporation certifying the number and sale price of any Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 that were sold by the Investors or their Affiliates prior to December 31, 2003 (other than to another Investor or an Affiliate of an Investor), together with a copy of the broker's account statement for such sales if Actual EBITDA was $200 million, then requested by the Earn-Out Payment would be $130 million because the Earn-Out Payment is capped at $130 millionCorporation. (bd) Notwithstanding the foregoing, and so long as shares of Buyer Class A Stock are listed on a national securities exchange, Buyer may, as determined by Buyer in its sole discretion, pay to Seller the Earn-Out Payment as follows, and such payment, if elected, shall be made promptly (and in any event within two (2) Business Days) following the Final Earn-Out Payment Statement referred to in Section 1.2(a) of this Annex A being deemed final and binding: (i) an amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller) equal to one-half (1/2) of the Earn-Out Payment; and (ii) Any Additional Shares issued in satisfaction of the other oneContingent Cash Payments may be issued to the Investors on exchange of exchangeable preferred shares of a wholly-half (1/2owned non-Canadian subsidiary of the Corporation using the structure contemplated in Sections 3.2(a), 3.2(b) and 3.3(c) of the Earn-Out Payment, the issuance by Buyer to Seller of such number of validly issued, fully paid and non-assessable shares of the Buyer Class A Stock determined by dividing (x) fifty percent (50%) of the Earn-Out Payment by (y) the intraday volume weighted average price of one share of Buyer Class A Stock, as reported by Bloomberg, LP, over the ten (10) trading days ending on the trading day immediately preceding the date on which the Final Earn-Out Payment Statement is deemed final (the “Earn-Out Buyer VWAP”)Conversion Inducement Agreement; provided, howeverthat, if at the foregoing time of such issuance, the Corporation makes representations, warranties, covenants and indemnities to the Investors with respect to such exchangeable preferred shares that are substantially the same as those made by the Corporation to the Investors with respect to the Subco Preferred Shares. (e) The number of sharesCommon Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) and (c) above and the 2002 Price and the 2003 Price shall be adjusted in the event of a merger, together with consolidation, recapitalization, stock split, reclassification or other similar event or distribution in which the Buyer SharesCommon Shares are converted, is greater than a number representing nineteen exchanged or otherwise changed. The Corporation shall forthwith give notice to the Investors in the manner provided in Section 11 specifying the event requiring such adjustment or readjustment and nine tenths percent (19.9%) of the shares of Buyer Class A Stock outstanding as of such date (such numberresults thereof, the “Earn-Out Stock Threshold”), then including the number of shares of Buyer Class A Stock Common Shares used to be delivered pursuant to this Section 1.2(b)(ii) of this Annex A shall be reduced to determine the Earn-Out Stock Threshold and, in such event, Buyer shall pay to Seller the Earn-Out Excess Stock Amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller). For purposes hereof, “Earn-Out Excess Stock Amount” shall mean the number of shares of Buyer Class A Stock in excess of the Earn-Out Stock Threshold that would have been issued under the preceding sentence but for the proviso thereto, multiplied by the Earn-Out Buyer VWAP.2002 Contingent Cash Payment and the

Contingent Consideration. In addition to the consideration described in Section 2.2, which is required to be paid at the Closing pursuant to Sections 2.2.1 and 2.6.2, there shall be the following consideration (the “Contingent Consideration”): 2.5.1 If and to the extent (a) Promptly the amount that Purchaser collects, in the aggregate, from trade accounts receivable which are assigned by Seller to Purchaser under this Agreement and by the other Seller (and the “Related Seller”) to Purchaser pursuant to the Related APA exceeds (b) the amount paid by Purchaser in any event within two (2) Business Days) following a Final Earn-Out Payment Statement being deemed final and binding the aggregate pursuant to Section 1.3(e2.2.1(1) of this Annex AAgreement and corresponding provisions of the Related APA (the “Aggregate Collection Threshold”), Buyer then Purchaser shall pay to Seller (by wire transfer of immediately available funds to an account designated in writing by Seller) an amount (not to exceed $130 million) in cash equal to one-half (1/2) of and the product of (i) Excess EBITDA, multiplied by (ii) the Earn-Out Multiple (such amount, the “Earn-Out Payment”). For illustration purposes only, (A) if Actual EBITDA was $100 million, then the Earn-Out Payment would be $92.5 million (representing one-half of the product of (i) $25 million, multiplied by (ii) 7.40), and (B) if Actual EBITDA was $200 million, then the Earn-Out Payment would be $130 million because the Earn-Out Payment is capped at $130 million. (b) Notwithstanding the foregoing, and so long as shares of Buyer Class A Stock are listed on a national securities exchange, Buyer may, as determined by Buyer in its sole discretion, pay to Related Seller the Earn-Out Payment as follows, and such payment, if elected, shall be made promptly (and in any event within two (2) Business Days) following the Final Earn-Out Payment Statement referred to in Section 1.2(a) of this Annex A being deemed final and binding: (i) an amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller) equal to one-half (1/2) of the Earn-Out Payment; and (ii) in satisfaction of the other one-half (1/2) of the Earn-Out Payment, the issuance by Buyer to Seller of such number of validly issued, fully paid and non-assessable shares of the Buyer Class A Stock determined by dividing (x) fifty percent (50%) of the Earnamount collected in excess of the Aggregate Collection Threshold, if, as, and when such collections exceed the Aggregate Collection Threshold within thirty (30) days of receipt thereof. Such payment shall be made by Purchaser among the Seller or Related Seller in such proportions and amounts as they shall jointly direct in writing; provided, in the absence of such joint direction from the Seller and Related Seller, Purchaser shall make such payment among the Seller and Related Seller as it shall determine in its sole discretion. (1) If contracts with CBS and CBS Decaux are executed by Purchaser between the date hereof and six (6) months thereafter then Purchaser shall pay Seller Seventy-Out Payment by Two Thousand (y$72,000.00) Dollars if (1) the intraday volume weighted average price of one share of Buyer Class A Stock, as reported by Bloomberg, LP, over Seller extends the ten (10) trading days ending on the trading day immediately preceding the date on which the Final Earn-Out Payment Statement is deemed final current contracts with CBS and CBS Decaux (the “Earn-Out Buyer VWAPCBS Contracts”); provided) for an additional two (2) year term, howeverand (2) such extensions provide, if in the foregoing number of sharesaggregate, together with the Buyer Shares, is greater for not less than a number representing nineteen and nine tenths ninety percent (19.990%) of the shares of Buyer Class A Stock outstanding as of such date current annual contract amount (such number, the “Earn-Out Stock Threshold”which is approximately $3.22 million per year), then the number of shares of Buyer Class A Stock to be delivered pursuant to this Section 1.2(b)(ii) of this Annex A . Such amount shall be reduced paid in twelve (12) equal installments in the amount of Six Thousand ($6,000.00) Dollars per month, with the first payment starting 30 days following the later of (i) the Closing Date or (ii) the commencement of work under the CBS Contracts. Payment of the foregoing amounts shall be contingent upon the CBS Contracts being assigned at the Closing to the Earn-Out Stock Threshold and, in such event, Buyer shall pay to Seller Purchaser with the Earn-Out Excess Stock Amount in cash (by wire transfer consent of immediately available funds to an account designated in writing by Seller). For purposes hereof, “Earn-Out Excess Stock Amount” shall mean the number of shares of Buyer Class A Stock in excess of the Earn-Out Stock Threshold that would have been issued under the preceding sentence but for the proviso thereto, multiplied by the Earn-Out Buyer VWAPany other party thereto whose consent is required.

Contingent Consideration. As additional consideration for the Company Stock, and subject to the indicated conditions, the Company shall be entitled to receive the following amounts: (a) Promptly If the earnings before interest, taxes, depreciation and amortization (and in any event within two (2) Business Days) following a Final Earn-Out Payment Statement being deemed final and binding pursuant to Section 1.3(e"EBITDA") of this Annex Athe Company Business for the period from August 16, 1999 through December 31, 1999, as derived from the audited financial statements of Buyer for calendar year 1999, equals or exceeds five hundred thousand dollars (U.S. $500,000) (the A1999 THRESHOLD AMOUNT"), then Buyer shall pay to Seller (by wire transfer of immediately available funds to an account designated in writing by Seller) the Company an amount (not to exceed $130 million) in cash equal to one-half ten dollars (1/2U.S. $10.00) multiplied by each dollar, up to $100,000, that the EBITDA exceeds the 1999 Threshold Amount. Notwithstanding the foregoing, if the Closing Date is changed to other than August 16, 1999, the 1999 Threshold Amount shall be reduced or increased, as the case may be, on a pro rata basis to reflect the longer or shorter time period created by such change in the Closing Date. Any payment to be made pursuant to this Section 1.3(a) shall be made within thirty (30) days after the filing by SLL with the SEC (the "FILING") of SLL's Annual Report on Form 10-K (the " FORM 10-K") for calendar year 1999. (b) If the EBITDA of the Company Business for calendar year 2000, as derived from audited financial statements of the Buyer for calendar year 2000, equals: (i) one million dollars (U.S. $1,000,000) (the "BASE AMOUNT"), then Buyer shall pay to the Company the sum of two hundred fifty thousand dollars (U.S. $250,000); or (ii) one million two hundred seventy-five thousand dollars (U.S. $1,275,000) (the "TOP AMOUNT"), then Buyer shall pay to the Company the sum of seventy hundred fifty thousand dollars ($750,000). If the EBITDA of the Company Business for calendar year 2000 is greater than the Base Amount, but less than the Top Amount (such amount between those two amounts being referred to herein as the "DIFFERENCE"), then Buyer shall pay to the Company the sum of two hundred fifty thousand dollars (U.S. $250,000) plus an amount equal to the product of (i) Excess EBITDA, the percentage of two hundred seventy-five thousand dollars (U.S. $275,000) represented by the Difference multiplied by (ii) five hundred thousand dollars (U.S. $500,000). Any payments to be made pursuant to this Section 1.6(b) shall be made within thirty (30) days after the EarnFiling of the Form 10-Out Multiple K for calendar year 2000. (c) If the EBITDA for the Company Business for calendar year 2001, as derived from the audited financial statements of the Buyer for calendar year 2001, equals or exceeds (i) one million four hundred thousand ($1,400,000) (the "SECOND BASE AMOUNT"), then Buyer shall pay to the Company the sum of two hundred fifty thousand dollars ($250,000); or (ii) one million six hundred eighty-three thousand dollars ($1,683,000) (the "SECOND TOP AMOUNT"), then Buyer shall pay to the Company the sum of seven hundred fifty thousand dollars ($750,000). If the EBITDA of the Company Business for calendar year 2001 is greater than the Second Base Amount, but less than the Second Top Amount (such amount, amount between those two amounts being referred to herein as the “Earn-Out Payment”"SECOND DIFFERENCE"). For illustration purposes only, (A) if Actual EBITDA was $100 million, then Buyer shall pay to the Earn-Out Payment would be Company the sum of two hundred fifty thousand dollars (U.S. $92.5 million (representing one-half of 250,000) plus an amount equal to the product of (i) the percentage of the two hundred sixty three thousand dollars (U.S. $25 million, 263,000) represented by the Second Difference multiplied by (ii) 7.40five hundred thousand dollars (U.S. $500,000), and (B) if Actual EBITDA was $200 million, then the Earn-Out Payment would be $130 million because the Earn-Out Payment is capped at $130 million. (b) Notwithstanding the foregoing, and so long as shares of Buyer Class A Stock are listed on a national securities exchange, Buyer may, as determined by Buyer in its sole discretion, pay . Any payments to Seller the Earn-Out Payment as follows, and such payment, if elected, shall be made promptly (and in any event within two (2) Business Days) following the Final Earn-Out Payment Statement referred to in Section 1.2(a) of this Annex A being deemed final and binding: (i) an amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller) equal to one-half (1/2) of the Earn-Out Payment; and (ii) in satisfaction of the other one-half (1/2) of the Earn-Out Payment, the issuance by Buyer to Seller of such number of validly issued, fully paid and non-assessable shares of the Buyer Class A Stock determined by dividing (x) fifty percent (50%) of the Earn-Out Payment by (y) the intraday volume weighted average price of one share of Buyer Class A Stock, as reported by Bloomberg, LP, over the ten (10) trading days ending on the trading day immediately preceding the date on which the Final Earn-Out Payment Statement is deemed final (the “Earn-Out Buyer VWAP”); provided, however, if the foregoing number of shares, together with the Buyer Shares, is greater than a number representing nineteen and nine tenths percent (19.9%) of the shares of Buyer Class A Stock outstanding as of such date (such number, the “Earn-Out Stock Threshold”), then the number of shares of Buyer Class A Stock to be delivered pursuant to this Section 1.2(b)(ii1.6(c) shall be made within thirty (30) days after the Filing of the Form 10-K for calendar year 2001. (d) For purposes of this Annex A Section 1.6, "COMPANY BUSINESS" shall be reduced mean revenues from the four schools and bookstores operated by the Sellers immediately prior to the Earn-Out Stock Threshold and, in such event, Buyer shall pay to Seller the Earn-Out Excess Stock Amount in cash (by wire transfer of immediately available funds to an account designated in writing by SellerClosing and which are identified on SCHEDULE 1.6(d). For purposes hereof, “Earn-Out Excess Stock Amount” shall mean the number of shares of Buyer Class A Stock in excess of the Earn-Out Stock Threshold that would have been issued under the preceding sentence but for the proviso thereto, multiplied by the Earn-Out Buyer VWAP.

Contingent Consideration. (a) Promptly Upon the terms and subject to the conditions of this Agreement, the Corporation shall issue or pay the Contingent Consideration to the Investors in accordance with the terms of this Section 2.2. (and in any event within two b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (2) Business Days) following a Final Earn-Out Payment Statement being deemed final and binding as adjusted pursuant to Section 1.3(eparagraph (e) of this Annex ASection 2.2, Buyer the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to Seller (by wire transfer of immediately available funds to an account designated in writing by Seller) the Investors, on December 31, 2002, an amount (not to exceed $130 million) in cash (the "2002 CONTINGENT CASH PAYMENT") equal to one-half the lesser of : (1/2i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Investors, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price. (c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Investors, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; PROVIDED, HOWEVER, that if, prior to December 31, 2003, the Investors sell any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than another Investor or an Affiliate of an Investor), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate cash proceeds received from any such sale(s) prior to December 31, 2003 of Initial Shares or 2002 Additional Shares exceeds the product of (i) Excess EBITDAthe number of such Initial Shares and 2002 Additional Shares that have been sold prior to December 31, multiplied by 2003 and (ii) the Earn-Out Multiple (such amountWeighted Average Trading Price Per Share determined as of the Closing Date. At the option of the Corporation, the “Earn-Out Payment”). For illustration purposes onlyCorporation may satisfy the 2003 Contingent Cash Payment obligation by issuing to the Investors, (A) if Actual EBITDA was $100 millionon December 31, then the Earn-Out Payment would be $92.5 million (representing one-half 2003, instead of the product 2003 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement (ithe "2003 ADDITIONAL SHARES") $25 million, multiplied equal to the number obtained by dividing the 2003 Contingent Cash Payment by the 2003 Price. In order to determine whether any Initial Shares or 2002 Additional Shares have been sold as provided in the proviso of the first sentence of this paragraph (ii) 7.40c), all Common Shares received by the Investors upon conversion of the Debentures shall be deemed to have been sold first and shall not be considered in the application of such proviso. In addition, the Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (Bb) of Section 2.1 and paragraph (b) of this Section 2.2 shall be kept in a segregated account separate and apart from any shares issued upon conversion of the Debentures or otherwise acquired by the Investors or their Affiliates. Prior to issuing any of the 2003 Additional Shares, the Investors shall provide a certificate to the Corporation certifying the number and sale price of any Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 that were sold by the Investors or their Affiliates prior to December 31, 2003 (other than to another Investor or an Affiliate of an Investor), together with a copy of the broker's account statement for such sales if Actual EBITDA was $200 million, then requested by the Earn-Out Payment would be $130 million because the Earn-Out Payment is capped at $130 millionCorporation. (d) Any Additional Shares issued in satisfaction of the Contingent Cash Payments may be issued to the Investors on exchange of exchangeable preferred shares of a wholly-owned non-Canadian subsidiary of the Corporation using the structure contemplated in Sections 3.2(a), 3.2(b) and 3.3(c) of the Conversion Inducement Agreement; PROVIDED, that, at the time of such issuance, the Corporation makes representations, warranties, covenants and indemnities to the Investors with respect to such exchangeable preferred shares that are substantially the same as those made by the Corporation to the Investors with respect to the Subco Preferred Shares. (e) The number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) Notwithstanding and (c) above and the foregoing, 2002 Price and so long as shares of Buyer Class A Stock are listed on a national securities exchange, Buyer may, as determined by Buyer in its sole discretion, pay to Seller the Earn-Out Payment as follows, and such payment, if elected, 2003 Price shall be made promptly adjusted in the event of a merger, consolidation, recapitalization, stock split, reclassification or other similar event or distribution in which the Common Shares are converted, exchanged or otherwise changed. The Corporation shall forthwith give notice to the Investors in the manner provided in Section 11 specifying the event requiring such adjustment or readjustment and the results thereof, including the number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) or (c) above and the resulting 2002 Price and 2003 Price. Furthermore, the Corporation shall give notice to the Investors, in the manner provided in Section 11, of its intention to take any action that may give rise to any such adjustment or readjustment at the same time as any public announcement thereof and in any event within two (2) Business Days) following no later than the Final Earn-Out Payment Statement referred to time at which holders of Common Shares are notified of any such action, and, in Section 1.2(a) of this Annex A being deemed final and binding: (i) an amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller) equal to one-half (1/2) of each case, such notice shall specify the Earn-Out Payment; and (ii) in satisfaction of the other one-half (1/2) of the Earn-Out Payment, the issuance by Buyer to Seller particulars of such number event and the record date and the effective date for such event; PROVIDED, that the Corporation shall only be required to specify in such notice such particulars of validly issued, fully paid such event as shall have been fixed and non-assessable shares of the Buyer Class A Stock determined by dividing (x) fifty percent (50%) of the Earn-Out Payment by (y) the intraday volume weighted average price of one share of Buyer Class A Stock, as reported by Bloomberg, LP, over the ten (10) trading days ending on the trading day immediately preceding the date on which such notice is given. Such notice shall be given not less than 7 days in each case prior to such applicable record date or effective date, whichever is earlier. (f) Upon the Final Earn-Out Payment Statement is deemed final (issuance of any 2002 Additional Shares and 2003 Additional Shares as contemplated by this Section 2.2, the “Earn-Out Buyer VWAP”); providedCorporation shall deliver to the Investors a duly executed stock certificate or certificates representing such shares registered in the Investors' names in the amounts that correspond to their original percentage ownership of the Initial Shares as promptly on or after the relevant December 31 delivery date as the Corporation's transfer agent can prepare such certificate or certificates for such delivery. In addition, however, if the foregoing number of shares, together Corporation shall enter in an agreement with the Buyer Investors containing substantially the same representations, warranties, covenants and indemnities, as applicable, as set forth in this Agreement with respect to the 2002 Additional Shares and the 2003 Additional Shares and also shall issue the opinions of counsel to the Corporation, dated the issuance dates of the 2002 Additional Shares and the 2003 Additional Shares, is greater than a number representing nineteen and nine tenths percent (19.9%) with respect to the issuance of such Additional Shares, each substantially in the form of the shares of Buyer Class A Stock outstanding as of such date (such number, opinions deliverable to the “Earn-Out Stock Threshold”), then the number of shares of Buyer Class A Stock to be delivered Partnership pursuant to this Section 1.2(b)(ii) of this Annex A shall be reduced to the Earn-Out Stock Threshold and, in such event, Buyer shall pay to Seller the Earn-Out Excess Stock Amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller3.2(c)(ii). For purposes hereof, “Earn-Out Excess Stock Amount” shall mean the number of shares of Buyer Class A Stock in excess of the Earn-Out Stock Threshold that would have been issued under the preceding sentence but for the proviso thereto, multiplied by the Earn-Out Buyer VWAP.

Contingent Consideration. (a) Promptly Upon the terms and subject to the conditions of this Agreement and the Transfer Agreement, the Corporation shall issue or pay the Contingent Consideration to the Partnership in accordance with the terms of this Section 2.2. (and in any event within two b) If the Weighted Average Trading Price Per Share determined as of December 31, 2002 (2) Business Days) following a Final Earn-Out Payment Statement being deemed final and binding as adjusted pursuant to Section 1.3(eparagraph (e) of this Annex ASection 2.2, Buyer the "2002 PRICE") is less than $8.00 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to Seller (by wire transfer of immediately available funds to an account designated in writing by Seller) the Partnership, on December 31, 2002, an amount (not to exceed $130 million) in cash (the "2002 CONTINGENT CASH PAYMENT") equal to one-half the lesser of : (1/2i) (A) $14,000,000 minus (B) the value of the Initial Shares on such date, determined by multiplying the number of Initial Shares (as adjusted pursuant to paragraph (e) of this Section 2.2) by the 2002 Price; and (ii) the value of 3,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 3,000,000 by the 2002 Price. At the option of the Corporation, the Corporation may satisfy the 2002 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2002, instead of the 2002 Contingent Cash Payment, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2002 ADDITIONAL SHARES") equal to the number obtained by dividing the 2002 Contingent Cash Payment by the 2002 Price. (c) If the Weighted Average Trading Price Per Share determined as of December 31, 2003 (as adjusted pursuant to paragraph (e) of this Section 2.2, the "2003 PRICE") is less than $10.83 per share (as adjusted pursuant to paragraph (e) of this Section 2.2), then the Corporation shall pay to the Partnership, on December 31, 2003, an amount in cash (the "2003 CONTINGENT CASH PAYMENT") equal to the lesser of : (i) $9,000,000 and (B) the value of 6,000,000 Common Shares (as adjusted pursuant to paragraph (e) of this Section 2.2), on such date, determined by multiplying 6,000,000 by the 2003 Price; PROVIDED, HOWEVER, that if, prior to December 31, 2003, the Partnership sells any of the Initial Shares or the 2002 Additional Shares issued pursuant to paragraph (b) of this Section 2.2 to any Person (other than any permitted assignee of the Partnership or an Affiliate of a permitted assignee), then the foregoing amount shall be reduced on a dollar-for-dollar basis by the amount, if any, that the aggregate cash proceeds received from any such sale(s) prior to December 31, 2003 of Initial Shares or 2002 Additional Shares exceeds the product of (i) Excess EBITDAthe number of such Initial Shares and 2002 Additional Shares that have been sold prior to December 31, multiplied by 2003 and (ii) the Earn-Out Multiple (such amountWeighted Average Trading Price Per Share determined as of the Closing Date. At the option of the Corporation, the “Earn-Out Corporation may satisfy the 2003 Contingent Cash Payment obligation by issuing to the Partnership, on December 31, 2003, instead of the 2003 Contingent Cash Payment”, an additional number of Common Shares, free and clear of any Liens other than Liens created under this Agreement or the Transfer Agreement (the "2003 ADDITIONAL SHARES") equal to the number obtained by dividing the 2003 Contingent Cash Payment by the 2003 Price. In order to determine whether any Initial Shares or 2002 Additional Shares have been sold as provided in the proviso of the first sentence of this paragraph (c), all Common Shares received by the Partnership (or any permitted assignee of the Partnership, as the case may be) upon conversion of the Debentures shall be deemed to have been sold first and shall not be considered in the application of such proviso. In addition, the Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (b) of Section 2.1 and paragraph (b) of this Section 2.2 shall be kept in a segregated account separate and apart from any shares issued upon conversion of the Debentures or otherwise acquired by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee). For illustration purposes only, (A) if Actual EBITDA was $100 million, then the Earn-Out Payment would be $92.5 million (representing one-half Prior to issuing any of the product 2003 Additional Shares, the Partnership shall provide a certificate to the Corporation certifying the number and sale price of any Initial Shares and any 2002 Additional Shares that were issued pursuant to paragraph (ib) $25 millionof Section 2.1 and paragraph (b) of this Section 2.2 that were sold by the Partnership (or such permitted assignee or an Affiliate of such permitted assignee) prior to December 31, multiplied by 2003 (ii) 7.40other than to any permitted assignee of the Partnership or an Affiliate of a permitted assignee), and (B) together with a copy of the broker's account statement for such sales if Actual EBITDA was $200 million, then requested by the Earn-Out Payment would be $130 million because the Earn-Out Payment is capped at $130 millionCorporation. (d) Any Additional Shares issued in satisfaction of the Contingent Cash Payments may be issued to the Partnership on exchange of exchangeable preferred shares of a wholly-owned non-Canadian subsidiary of the Corporation using the structure contemplated in Sections 3.2(a), 3.2(b) and 3.3(a) hereof; PROVIDED, that, at the time of such issuance, the Corporation makes representations, warranties, covenants and indemnities to the Partnership with respect to such exchangeable preferred shares that are substantially the same as those made by the Corporation to the Partnership with respect to the Subco Preferred Shares. (e) The number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) Notwithstanding and (c) above and the foregoing, 2002 Price and so long as shares of Buyer Class A Stock are listed on a national securities exchange, Buyer may, as determined by Buyer in its sole discretion, pay to Seller the Earn-Out Payment as follows, and such payment, if elected, 2003 Price shall be made promptly adjusted in the event of a merger, consolidation, recapitalization, stock split, reclassification or other similar event or distribution in which the Common Shares are converted, exchanged or otherwise changed. The Corporation shall forthwith give notice to the Partnership in the manner provided in Section 11 specifying the event requiring such adjustment or readjustment and the results thereof, including the number of Common Shares used to determine the 2002 Contingent Cash Payment and the 2003 Contingent Cash Payment pursuant to paragraphs (b) or (c) above and the resulting 2002 Price and 2003 Price. Furthermore, the Corporation shall give notice to the Partnership, in the manner provided in Section 11, of its intention to take any action that may give rise to any such adjustment or readjustment at the same time as any public announcement thereof and in any event within two (2) Business Days) following no later than the Final Earn-Out Payment Statement referred to time at which holders of Common Shares are notified of any such action, and, in Section 1.2(a) of this Annex A being deemed final and binding: (i) an amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller) equal to one-half (1/2) of each case, such notice shall specify the Earn-Out Payment; and (ii) in satisfaction of the other one-half (1/2) of the Earn-Out Payment, the issuance by Buyer to Seller particulars of such number event and the record date and the effective date for such event; PROVIDED, that the Corporation shall only be required to specify in such notice such -------- particulars of validly issued, fully paid such event as shall have been fixed and non-assessable shares of the Buyer Class A Stock determined by dividing (x) fifty percent (50%) of the Earn-Out Payment by (y) the intraday volume weighted average price of one share of Buyer Class A Stock, as reported by Bloomberg, LP, over the ten (10) trading days ending on the trading day immediately preceding the date on which such notice is given. Such notice shall be given not less than 7 days in each case prior to such applicable record date or effective date, whichever is earlier. (f) Upon the Final Earn-Out Payment Statement is deemed final (issuance of any 2002 Additional Shares and 2003 Additional Shares as contemplated by this Section 2.2, the “Earn-Out Buyer VWAP”); providedCorporation shall deliver to the Partnership a duly executed stock certificate or certificates representing such shares registered in the name of the Partnership as requested by the Partnership as promptly on or after the relevant December 31 delivery date as the Corporation's transfer agent can prepare such certificate or certificates for such delivery. In addition, howeverthe Corporation shall issue the opinions of counsel to the Corporation, if dated the foregoing number issuance dates of shares, together with the Buyer 2002 Additional Shares and the 2003 Additional Shares, is greater than a number representing nineteen and nine tenths percent (19.9%) with respect to the issuance of such Additional Shares, each substantially in the form of the shares of Buyer Class A Stock outstanding as of such date (such number, opinions deliverable to the “Earn-Out Stock Threshold”), then the number of shares of Buyer Class A Stock to be delivered Partnership pursuant to this Section 1.2(b)(ii) of this Annex A shall be reduced to the Earn-Out Stock Threshold and, in such event, Buyer shall pay to Seller the Earn-Out Excess Stock Amount in cash (by wire transfer of immediately available funds to an account designated in writing by Seller3.2(d)(ii). For purposes hereof, “Earn-Out Excess Stock Amount” shall mean the number of shares of Buyer Class A Stock in excess of the Earn-Out Stock Threshold that would have been issued under the preceding sentence but for the proviso thereto, multiplied by the Earn-Out Buyer VWAP.