Common use of Deferred Consideration Clause in Contracts

Deferred Consideration. (a) Subject to Section 3.6(d)(ii) and Section 12.10, on the six (6) month anniversary of the Closing Date, Buyer shall pay $15,000,000 minus (i) 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and (ii) the Deficit Amount, if any (the “Initial Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable Percentage. (b) Subject to Section 3.6(d)(ii) and Section 12.10, on the Subsequent Deferred Consideration Payment Date, Buyer shall pay $15,000,000 minus 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and since the payment of the Initial Deferred Consideration (the “Subsequent Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage. (i) As soon as reasonably practicable following the finalization of Buyer’s audited financial statements for 2018, and in any event within fifteen (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate of the CFO of Buyer setting forth the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales Amount; provided, that such access and cooperation shall be granted under the condition that they shall not unreasonably interfere with the business and operations of the Company and its Subsidiaries. (ii) In the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver a notice of disagreement to Buyer. The notice of disagreement shall set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations), the dispute shall be submitted to the Auditor for resolution consistent with Section 3.6. The determination of the Auditor shall, in the absence of manifest error, be final and binding on the parties hereto.

Deferred Consideration. (a) Subject to Section 3.6(d)(ii) and Section 12.10, on Following the six (6) month anniversary of the Closing Date, Buyer shall pay $15,000,000 minus Closing: (i) 50% on December 31, 2026, the Purchaser shall deliver or cause to be delivered to Indigo (on behalf of any retention amounts paid itself and the other Seller), by Buyer under the RWI Policy on or prior to such date and (ii) the Deficit Amount, if any (the “Initial Deferred Consideration”) in wire transfer of immediately available funds to the Exchange Agent (and bank account designated by Indigo to the Surviving Corporation for payment Purchaser at least three (3) Business Days prior to each Vested OptionholderDecember 31, 2026, an amount equal to $500,000,000 (the “2026 Deferred Consideration”), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable Percentage. (b) Subject to Section 3.6(d)(ii) and Section 12.10; provided that if, on the Subsequent Closing Date, the closing price of ^SOX is at least $4,415.25, then the 2026 Deferred Consideration Payment Date, Buyer shall pay $15,000,000 minus 50% of any retention amounts paid by Buyer under be accelerated and the RWI Policy on or prior to such date and since Purchaser shall deliver the payment of the Initial 2026 Deferred Consideration to Indigo (on behalf of itself and the “Subsequent Deferred Consideration”other Seller) in by wire transfer of immediately available funds to the Exchange Agent (and bank account designated by Indigo to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage. Purchaser within ten (i10) As soon as reasonably practicable Business Days following the finalization of Buyer’s audited financial statements for 2018, and in any event within fifteen (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate of the CFO of Buyer setting forth the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales AmountClosing Date; provided, further, that such access and cooperation upon an IPO or Company Sale prior to December 31, 2026, the 2026 Deferred Consideration shall be granted under accelerated and the condition that they Purchaser shall not unreasonably interfere with deliver the business 2026 Deferred Consideration to Indigo (on behalf of itself and operations the other Seller) by wire transfer of immediately available funds to the bank account designated by Indigo to the Purchaser no later than the consummation of such IPO or Company and its Subsidiaries.Sale; and (ii) In on December 31, 2027, the event Purchaser shall deliver or cause to be delivered to Indigo (on behalf of a dispute with respect itself and the other Seller), by wire transfer of immediately available funds to the calculation bank account designated by Indigo to the Purchaser at least three (3) Business Days prior to December 31, 2027, an amount equal to $500,000,000 (the “2027 Deferred Consideration” and together with the 2026 Deferred Consideration, the “Deferred Consideration”); provided that upon an IPO or Company Sale prior to December 31, 2027, the 2027 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2027 Deferred Consideration to Indigo (on behalf of itself and the other Seller) by wire transfer of immediately available funds to the bank account designated by Indigo to the Purchaser no later than the consummation of such IPO or Company Sale; provided, however, that, if the Purchaser delivers a written request to Indigo at least five (5) Business Days prior to the date that the 2026 Deferred Consideration or 2027 Deferred Consideration is due, as applicable, that a member of the 2018 Company Sales AmountGroup pay some or all of such 2026 Deferred Consideration or 2027 Deferred Consideration, Indigo shall consider such request in good faith; provided, further, that the Purchaser may not cause one or more members of the Company Group to pay some or all of the 2026 Deferred Consideration or 2027 Deferred Consideration to Indigo in satisfaction of the Purchaser’s payment obligations under this Section 2.06(b) unless Indigo, in its sole and absolute discretion, provides its written consent. Notwithstanding anything in this Agreement to the contrary, the Holder Representative Parties shall deliver a notice of disagreement treat Purchaser’s obligation to Buyer. The notice of disagreement pay the Deferred Consideration as indebtedness for all applicable Tax purposes and shall set forth the basis and amount for each dispute of any file all Tax Returns consistent with such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect Tax treatment to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations), the dispute shall be submitted to the Auditor for resolution consistent with Section 3.6. The determination of the Auditor shall, in the absence of manifest error, be final and binding on the parties heretofullest extent permitted by Applicable Law.

Deferred Consideration. (a) Subject to Section 3.6(d)(iiNo later than fifteen (15) and Section 12.10, on calendar days after the six (6) end of each calendar month anniversary of following the Closing Date(beginning with the calendar month ending December 31, 2008) (each such calendar month period, a “Calculation Period”), Buyer shall pay $15,000,000 minus prepare and deliver to Seller a written statement (ia “Monthly Revenue Statement”) 50% setting forth the amount of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and (ii) the Deficit AmountRevenue, if any any, of the Company for the applicable Calculation Period (the “Initial Monthly Revenue Amount”), together with reasonably detailed back-up information with respect to the calculation of such amount. Buyer shall, concurrently with its delivery of the Monthly Revenue Statement, pay to Seller an amount equal to the product of 0.06 multiplied by the Monthly Revenue Amount (such resulting amount, the “Preliminary Monthly Deferred Consideration”). If the Preliminary Monthly Deferred Consideration is not paid within such fifteen (15) in immediately available funds to the Exchange Agent calendar period, any such unpaid amount shall bear interest at a rate of 1% per month (and to the Surviving Corporation for payment to each Vested Optionholderor, as contemplated by Section 2.4(f), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable Percentage10% per month) until paid. (b) Subject Following any determination pursuant to Section 3.6(d)(ii2.4(c) and Section 12.10, on that an adjustment to the Subsequent Preliminary Monthly Deferred Consideration Payment Dateis necessary, then (1) if the Disputed Amount is a positive number, then Buyer shall pay $15,000,000 to Seller, no later than five (5) calendar days following the date on which the Final Monthly Revenue Amount is determined in accordance with Section 2.4(c) (such date, the “Final Monthly Revenue Determination Date”), an amount equal to the difference of (i) the product of (y) the Final Monthly Revenue Amount multiplied by (z) 0.06 minus 50% of any retention amounts paid by Buyer under (ii) the RWI Policy on or prior to such date and since the payment of the Initial Preliminary Monthly Deferred Consideration (such resulting amount, the “Subsequent Deferred ConsiderationDisputed Amount”) in ), which is payable to Seller by means of a wire transfer of immediately available funds to an account designated in writing by Seller, and (2) if the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder)Disputed Amount is a negative number, with Seller shall pay such amount to be further distributed to each Buyer within five (5) calendar days following the Final Monthly Revenue Determination Date. If the Disputed Amount is not paid within such five (5) calendar day period, any such unpaid amount shall bear interest at a rate of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage1% per month (or, as contemplated by Section 2.4(f), 10% per month) until paid. (ic) As soon as reasonably practicable following Within thirty (30) calendar days after receipt by Seller of a Monthly Revenue Statement (the finalization “Review Period”), Seller may deliver a written notice (an “Objection Notice”) to Buyer of any good faith dispute it has with respect to the preparation or content of such Monthly Revenue Statement (it being understood that any such dispute by Seller shall relate solely to Buyer’s audited financial statements calculation of the Monthly Revenue Amount). During such thirty (30) calendar day period, Buyer shall promptly deliver to Seller any materials reasonably requested by Seller in order to allow Seller to verify Buyer’s calculation of the Monthly Revenue Amount. The Objection Notice shall describe in reasonable detail the items contained in such Monthly Revenue Statement that Seller disputes and the basis for 2018any such disputes. Any items other than those disputed in the Objection Notice or arising out of or related to items disputed in the Objection Notice shall be deemed to have been accepted by Seller. If Seller does not deliver an Objection Notice with respect to a Monthly Revenue Statement within the Review Period (or if, within the Review Period, Seller informs Buyer that it has no objection to the Monthly Revenue Statement), such Monthly Revenue Statement shall be final, conclusive and binding on the Parties, except in the case of intentional misrepresentation or fraud in the preparation or presentation of any such Monthly Revenue Statement. In the event that Seller delivers a timely Objection Notice, the Parties shall negotiate in good faith to resolve the disputes. If the Parties, notwithstanding such good faith effort, fail to resolve all such disputes within fifteen (15) calendar days after Buyer receives an Objection Notice, then at any time thereafter upon the request of either Party, the Parties shall jointly engage an independent, nationally-recognized accounting firm mutually agreed to by the Parties (the “Arbitration Firm”) to resolve such dispute. As promptly as practicable thereafter (and, in any event within fifteen (15) calendar days thereofafter the Arbitration Firm’s engagement), Seller shall submit any unresolved elements of its objection to the Arbitration Firm in writing (with a copy to Buyer), supported by any documents and arguments upon which it relies. As promptly as practicable thereafter (and, in any event, within fifteen (15) calendar days after Seller’s submission of such unresolved elements), Buyer shall prepare and deliver submit its response to the Holder Representative Arbitration Firm (with a certificate copy to Seller) supported by any documents and arguments upon which it relies. The Arbitration Firm shall render its determination within fifteen (15) calendar days after its receipt of Buyer’s response. The scope of the CFO of Buyer setting forth disputes to be resolved by the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer Arbitration Firm shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice be limited to the records, properties, personnel and (subject to unresolved items on the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales Amount; provided, that such access and cooperation shall be granted under the condition that they shall not unreasonably interfere with the business and operations of the Company and its Subsidiaries. (ii) In the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver a notice of disagreement to Buyer. The notice of disagreement shall set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations), the dispute shall be submitted to the Auditor for resolution consistent with Section 3.6Objection Notice. The determination of the Auditor shall, in the absence of manifest error, Arbitration Firm shall be final conclusive and binding on the parties heretoParties. The Monthly Revenue Amount, as finally determined pursuant to this Section 2.4(c), for a particular Calculation Period shall be referred to herein as the “Final Monthly Revenue Amount” for such Calculation Period. The costs and expenses of the Arbitration Firm’s review shall be borne by Seller unless the Final Monthly Revenue Amount exceeds the Monthly Revenue Amount specified in the Monthly Revenue Statement by 5% or more, in which case such costs and expenses shall be borne by Buyer. (d) Seller shall be entitled to receive payments pursuant to this Section 2.4 until the aggregate amount of all Final Monthly Deferred Consideration paid to Seller is equal to $5,000,000 (the “Total Deferred Consideration”). At such point, Seller shall no longer be entitled to receive any further payments pursuant to this Section 2.4. In addition, Buyer may, at any time and in its sole discretion, pay to Seller an amount equal to (A) the Total Deferred Consideration minus (B) the aggregate amount of all Final Monthly Deferred Consideration paid to Seller as of the applicable date (such resulting amount, the “Payoff Amount”). Upon Seller’s receipt of the Payoff Amount, it shall no longer be entitled to receive any further payments pursuant to this Section 2.4. (e) Except as set forth below, upon any (i) transfer, sale or assignment by Buyer of all or substantially all of the Company’s Software, (ii) transfer, sale or assignment by Buyer of all or substantially all of the assets of the Company or (iii) any Change of Control of the Company, Buyer shall pay to Seller the Payoff Amount and any Deferred Closing Amount that Buyer has not previously paid. Notwithstanding the foregoing sentence, Buyer shall be entitled to (without triggering any obligation to pay the Payoff Amount or any Deferred Closing Amount that Buyer has not previously paid) (A) enter into any of the transactions contemplated by the foregoing clauses (i)-(iii) with any Affiliate (so long as (x) such Affiliate assumes Buyer’s obligations under this Agreement and (y) any such transaction with an Affiliate is approved in advance by Seller, such approval not to be unreasonably withheld (an “Approved Transaction”)) and (B) license any of the Company’s Software in the ordinary course of business in connection with the operation of the Business by the Company and not with a view to permanently divest such Software so that it will no longer be part of the operation of the Business by the Company. For the avoidance of doubt, the transfer, sale, assignment or issuance of less than a majority of the equity interests of the Company or any Affiliate shall not trigger an obligation to pay the Payoff Amount or any Deferred Closing Amount that Buyer has not previously paid. Buyer hereby agrees that until such time as the Total Deferred Consideration is paid in full, Buyer shall cause the following legend to be included on each stock certificate representing shares of capital stock of the Company: "The securities evidenced by this certificate are subject to the terms and conditions of that certain Stock Purchase Agreement by and between ISCO International, Inc. and TAA Group Inc., dated December 5, 2008, which contains certain restrictions on transfer of the securities evidenced by this certificate. The holder of this certificate takes the same and holds it subject to the terms and conditions of such Agreement, and any transfer in conflict therewith or in derogation thereof is void and of no legal force or effect or validity whatsoever." (f) From and after a Material Payment Default, (i) the interest on past-due amounts shall be increased to 10% per month and (ii) Seller shall be entitled to exercise any and all legal remedies available to it in order to collect such past due amounts (plus the amount of interest thereon). (g) Until such time as Buyer is no longer obligated to make payments to Seller pursuant to this Section 2.4, Buyer shall not, without Seller’s consent, take any action that results in (i) avoiding amounts that would otherwise be payable to Seller pursuant to this Section 2.4, (ii) adversely affecting the monitoring or reporting of amounts payable under this Section 2.4, without a principal business objective other than the decrease of the amounts otherwise payable under this Section 2.4 or the adverse effect on the monitoring or reporting of amounts payable under this Section 2.4, as the case may be. An action will be deemed to have such a principal business objective if the projected financial results of such action are materially favorable to the Company without considering the avoidance of payments under this Section 2.4 or the adverse affect on the monitoring or reporting of amounts payable under this Section 2.4, as the case may be. Until such time as Buyer is no longer obligated to make payments to Seller pursuant to this Section 2.4, Buyer must not (A) operate or allow the Business to be operated in a manner that will, or is reasonably likely to, materially impair the ability of Buyer or its successors or assigns to make the payments provided for hereunder or (B) permit its assets to become subject to any lien, mortgage, security interest or pledge in favor of any Affiliates, officers or directors of Buyer. (h) Once per calendar year until such time as Buyer is no longer obligated to make payments to Seller pursuant to this Section 2.4, Buyer shall, and shall cause the Company to, make available to Seller, upon reasonable request and during normal business hours, copies of the books and records of Buyer and the Company for the sole purpose of determining the amounts payable pursuant to this Section 2.4 or otherwise under this Agreement. (i) Buyer’s payment obligations hereunder shall be absolute, and shall not be subject to set-off, reduction, withholding or deduction of any kind. If (i) Seller is entitled to any payments pursuant to this Section 2.4 and such payments are not paid when due and (ii) Seller successfully brings a legal action against Buyer in order to collect any such past-due amounts, then Buyer shall reimburse Seller for all legal fees incurred by Seller in connection with bringing such action.

Deferred Consideration. (1) As further consideration for the sale of Shares the Purchaser shall (subject to the terms of this agreement) pay to the Sellers such sums (if any) as shall be payable pursuant to subclauses 4(6), 4(7) and 4(8). (2) Within 3 months of the end of the relevant period the Purchaser shall prepare and instruct the Accountants to audit the 1999 Accounts, the 2000 Accounts and the 2001 Accounts and to deliver a copy, together with a draft of the 1999 EBIT, 2000 EBIT or 2001 EBIT Statement (as the case may be) to the Purchaser and the Sellers. (3) Within 30 days of delivery of each draft EBIT Statement the Sellers shall notify the Purchaser in writing of any item or items they wish to dispute, failing which the relevant draft EBIT Statement shall be deemed to have been accepted. All costs incurred by the Accountants in the preparation of the 1999 EBIT, the 2000 EBIT and the 2001 EBIT Statements shall be borne by the Company. (4) If the item or items disputed in accordance with subclause 4(3) are not agreed in writing between the Sellers and the Purchaser within 45 days of delivery in accordance with subclause 4(2) above the item or items in dispute shall be determined by: (a) Subject to Section 3.6(d)(ii) and Section 12.10, on such firm of accountants as the six (6) month anniversary of the Closing Date, Buyer parties shall pay $15,000,000 minus (i) 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and (ii) the Deficit Amount, if any (the “Initial Deferred Consideration”) agree in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable Percentage.writing; or (b) Subject failing agreement of the identity of the firm of accountants within a further 10 days from the expiry of the period of 45 days referred to Section 3.6(d)(ii) and Section 12.10above, such firm of internationally reputable accountants as may be appointed for this purpose on the Subsequent Deferred Consideration Payment Date, Buyer shall pay $15,000,000 minus 50% application of any retention amounts paid party to this agreement by Buyer under the RWI Policy on or prior to such date and since the payment Arbitration Board of the Initial Deferred Consideration (the “Subsequent Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each Finnish Central Chamber of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable PercentageCommerce. (i5) As soon The accountants appointed under subclause 4(4) above (the "Independent Accountants") shall act on the following basis: (a) their terms of reference shall be to determine an amount which in their opinion represents the item or items in dispute, as notified to them in writing by either the Sellers or the Purchaser within 10 days of their appointment and confirm the EBIT Statement following such determination which shall be final and binding between the parties; (b) the Sellers and the Purchaser shall each provide the Independent Accountants with all information which they reasonably practicable following require and the finalization of Buyer’s audited financial statements for 2018, and in any event within fifteen Independent Accountants shall be entitled (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate extent they consider it appropriate) to base their opinion on such information and on the accounting and other records of the CFO of Buyer setting forth the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales Amount; provided, that such access and cooperation shall be granted under the condition that they shall not unreasonably interfere with the business and operations of the Company and its Subsidiaries.Company; (iic) In the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver a notice of disagreement to Buyer. The notice of disagreement shall set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations), the dispute shall be submitted to the Auditor for resolution consistent with Section 3.6. The determination of the Auditor shall, Accountants shall (in the absence of manifest error) be conclusive and final without recourse to arbitration; and (d) their costs shall be borne by the Company. (6) On determination of the 1999 EBIT the Purchaser shall pay to the Sellers, as further consideration for the sale of the Shares, a sum (which may be final nil) which shall be calculated as follows (the "1999 Payment"): [OBJECT OMITTED] (7) On determination of the 2000 EBIT the Purchaser shall pay to the Sellers, as further consideration for the sale of the Shares, a sum (which may be nil) which shall be calculated as follows (the "2000 Payment"): [OBJECT OMITTED] (8) On determination of the 2001 EBIT the Purchaser shall pay to the Sellers, as further consideration for the sale of the Shares, a sum (which may be nil) which shall be calculated as follows (the "2001 Payment"): [OBJECT OMITTED] (9) The 1999 Payment, the 2000 Payment and binding the 2001 Payment shall be made by the Purchaser to the Sellers within one month of the relevant EBIT Statement being finally determined in accordance with sub-clauses 4(3), 4(4) and 4(5). (10) Subject to the terms of clause 5, the Purchaser may deduct from any amount of Additional Cash Consideration due and payable any sum due to it in respect of any breach of the obligations, Warranties and undertakings on the parties heretopart of the Sellers in this agreement. If the amount claimed exceeds the amount of Additional Cash Consideration deposited in the Escrow Account at that date, the Purchaser may deduct the balance from any amount of Deferred Consideration due and payable or which becomes due and payable. (11) The Sellers shall be entitled to the Deferred Consideration (if any) in the proportions shown in column E of Schedule 1. (12) In the period from Completion to 31st August, 2001: (a) the Purchaser shall not require that the Company buys products manufactured or distributed by the Purchaser's Group unless such products are competitive in terms of price, quality and delivery time with similar products manufactured or distributed by third party suppliers, in which case the Company may be required to purchase the product manufactured or distributed by the Purchaser's Group unless a customer of the Company specifies otherwise; (b) subject to the restrictions in subclause 4(12)(a) above, the Purchaser shall not restrict the Company from purchasing products and services from suppliers which are not members of the Purchaser's Group; (c) any decision concerning: (i) the price of goods or services sold to members of the Purchaser's Group; (ii) the employment of new personnel the aggregate annual costs of which is in excess of FIM 500,000; (iii) the appointment of a new Managing director; (iv) individual investments exceeding FIM 100,000; (v) changing the nature of or relocating the business as it is currently carried on; (vi) division of the Company or its business; and (vii) changing the bookkeeper of the Company, shall require the approval of both the Purchaser's representatives and at least one of the Seller's representatives on the board of directors of the Company, each such representative having been appointed in accordance with subclause 4(12)(g), it being acknowledged and agreed by the Sellers that they shall not act unreasonably in obstructing the Purchaser's management of the Company; (d) the Purchaser shall not cease or assign the business currently carried on by the Company or any part thereof without the prior consent of the Sellers, such consent not to be unreasonably withheld, and the Purchaser shall not reduce the operations of the business currently carried on by the Company, except in response to a decline in production requirements caused by market conditions; (e) The Purchaser shall not restrict the Company from selling to customers of the Company as at the Completion Date or new customers in Finland and Norway on terms and conditions consistent with past practice, including the use of any trade or business name currently used by the Company. The Company shall also be permitted to sell its products to new customers in Sweden, having first consulted with ▇▇▇▇▇▇▇ Hydraulik Svenska AB and, if no agreement is reached with ▇▇▇▇▇▇▇ Hydraulik Svenska AB, subject to the approval of the Guarantor. The Purchaser shall not and the Guarantor shall procure that members of the Purchaser's Group do not establish competing organisations in Norway or Finland, it being agreed that members of the Purchaser's Group may continue to do business in Norway or Finland on the same basis as business is carried on at Completion. The Purchaser represents and warrants to the Sellers that existing distribution agreements in Finland and Norway are not in respect of products similar to those currently produced by the Company and the Company will not be liable to pay any costs pursuant to such distribution agreements nor will the business of the Company be restricted in Finland or Norway following Completion for any reason due to the aforementioned distribution agreements; (f) the Purchaser shall not restrict the Company from borrowing money from its bankers for working capital and capital expansion purposes as set out in the business plan approved by the board of directors of the Company (provided that such loans shall be without recourse to the Purchaser or members of the Purchaser's Group); (g) the board of directors of the Company shall consist of four members, two of whom shall be nominated by each of the Purchaser (Anders C H Brag and ▇▇▇▇▇ ▇ ▇▇▇▇) and the Sellers respectively; (h) the Purchaser shall nominate the chairman of the board of directors (Anders C H Brag), the chairman to have a casting vote; and (i) board meetings of the Company shall be held once each calendar year at Tampere, and if held more than once each calendar year, at a venue to be agreed.

Deferred Consideration. 7.1 In consideration for the transactions contemplated by this agreement, each Senior Manager severally agrees to the deferred payment of a proportion of the Initial Consideration to which he or she is otherwise entitled pursuant to this agreement, in accordance with this Clause 7. 7.2 Deferred Consideration Amount means, in respect of: (a) [***], an amount equal to 33% of [***] Post-Tax Consideration; (b) [***], an amount equal to 25% of [***] Post-Tax Consideration; (c) [***], an amount equal to 25% of [***] Post-Tax Consideration; (d) [***], an amount equal to 25% of [***] Post-Tax Consideration; (e) [***], an amount equal to 25% of [***] Post-Tax Consideration; and (f) [***], an amount equal to 25% of [***] Post-Tax Considerations. 7.3 Subject to Section 3.6(d)(ii) the provisions of Clauses 7.7, and Section 12.107.9, each Senior Manager hereby agrees that his or her Deferred Consideration Amount will be held back from his or her portion of the Initial Consideration payable on Completion and applied by the Purchaser on his or her behalf to fund the issuance of new Etsy Shares to such Senior Manager at the prevailing Issue Price on the six relevant Deferred Payment Date (6the Deferred Consideration Etsy Shares) month (with any fractional entitlement to a Deferred Consideration Etsy Share being cashed out) within 3 Business Days of the relevant Deferred Payment Date in the following proportions: First anniversary of the Closing Date, Buyer shall pay $15,000,000 minus Completion 33 1/3 % 7.4 If: (i) 50% the Etsy Shares trade ex dividend at any point during the period for calculating the Issue Price, or subsequently, but before the date of any retention amounts paid by Buyer under issuance of the RWI Policy on or prior to such date relevant Deferred Consideration Etsy Shares; and (ii) the Deficit AmountDeferred Consideration Etsy Shares, if any (when issued, will not be entitled to participate in the “Initial relevant dividend, then, in addition to issuing the relevant number of Deferred Consideration”) in immediately available funds Consideration Etsy Shares, the Purchaser’s Parent shall pay to the Exchange Agent (and relevant Senior Manager an amount in cash equal to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable Percentage. (b) Subject to Section 3.6(d)(ii) and Section 12.10, on the Subsequent Deferred Consideration Payment Date, Buyer shall pay $15,000,000 minus 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and since the payment of the Initial Deferred Consideration (the “Subsequent Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage. (i) As soon as reasonably practicable following the finalization of Buyer’s audited financial statements for 2018, and in any event within fifteen (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate of the CFO of Buyer setting forth the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales Amount; provided, dividend that such access and cooperation shall be granted under the condition that they shall not unreasonably interfere with the business and operations of the Company and its Subsidiaries. (ii) In the event of a dispute would have been payable with respect to the calculation Deferred Consideration Etsy Shares issued to him or her, had they been entitled to participate in the relevant dividend. 7.5 The Deferred Consideration Etsy Shares issued in accordance with Clause 7.3 or Clause 7.8 shall be validly issued, fully paid and non-assessable, and free and clear of all Encumbrances (other than those arising under this agreement, applicable to securities laws or the Purchaser’s Parent’s Organizational Documents). The Deferred Consideration Etsy Shares delivered in accordance with Clause 7.3 or Clause 7.8 shall be freely transferable under U.S. federal securities laws or validly registered under U.S. federal securities laws, so as to permit transfer of the 2018 Company Sales AmountDeferred Consideration Etsy Shares on an unrestricted basis from the date of their issuance or delivery and will be issued without any legend or restriction on transfer. 7.6 If and when issued, the Holder Representative Deferred Consideration Etsy Shares shall deliver rank pari passu with the existing Etsy Shares, including the right to receive all dividends declared with a record date on or after the their date of issue. 7.7 The parties agree and acknowledge that if at any time during the three years from Completion (the Determination Period) a Senior Manager becomes a Leaver for Cause, the Purchaser and the Purchaser’s Parent shall immediately and without notice, cease to have an obligation to pay, and the relevant Senior Manager shall cease to have a right to receive, any Deferred Consideration Amount payable to him or her pursuant to this agreement which accrues on or after at the date that such Senior Manager becomes a Leaver for Cause. 7.8 The parties agree and acknowledge that if at any time during the Determination Period a Senior Manager becomes a Leaver for Good Reason, the Purchaser shall, within three Business Days following the date on which the Purchaser’s Parent receives notice that such Senior Manager is a Leaver for Good Reason (the Good Leaver Payment Date), procure that new Etsy Shares are issued to such Senior Manager (at the prevailing Issue Price on the Good Leaver Payment Date) equal in value to that part of disagreement the Deferred Consideration Amount payable to Buyersuch Senior Manager pursuant to this agreement that has not already been applied to fund the issuance of Deferred Consideration Etsy Shares in accordance with this Clause 7. Such issue shall be in full satisfaction and discharge of the payment obligations of the Purchaser in respect of the Deferred Consideration Amount payable to such Senior Manager pursuant to this agreement. 7.9 If (i) a Change of Control occurs in relation to the Purchaser’s Parent; or (ii) Etsy Shares cease to be admitted to trading on at least one U.S. national securities exchange; or (iii) it is or becomes unlawful or impossible for any reason for the Deferred Consideration Etsy Shares to be issued in accordance with this Clause 7; (iv) the Deferred Consideration Etsy Shares to be issued on the applicable Deferred Payment Date would result in the aggregate Deferred Consideration Etsy Shares issuable under this Clause 7 to exceed 19.9% of Purchaser Parent's common stock outstanding (within the meaning of Section 5635 of the Nasdaq listing rules) or otherwise cause the issuance to violate the applicable listing rules of Nasdaq or any other exchange on which the shares of Purchaser Parent may then be listed; or (v) Deferred Consideration Etsy Shares are required to be, but have not been, issued in accordance with this Clause 7, then, in relation to each Senior Manager, the Deferred Consideration Amount (to the extent not already applied to fund the issuance of Deferred Consideration Etsy Shares in accordance with this Clause 7) shall become immediately due and payable in cash. 7.10 The notice parties acknowledge and agree that the Deferred Consideration Amount is payable solely in consideration for the sale of disagreement shall set forth the basis Senior Managers’ Shares in accordance with this agreement. 7.11 Each Senior Manager warrants that he or she: (i) is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (ii) is knowledgeable, sophisticated and amount for each dispute of any such calculation experienced in reasonable detail together with relating supporting documentation making, and calculationsis qualified to make, as well as the alternative calculation decisions with respect to investments in securities including, to the 2018 Company Sales Amount. Buyer extent applicable, the Deferred Consideration Etsy Shares; (iii) with the assistance of such Senior Manager’s own professional advisors, to the extent that such Senior Manager has deemed appropriate, has made his or her own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Deferred Consideration Etsy Shares and has considered the suitability of the Deferred Consideration Etsy Shares as an investment in light of his or her own circumstances and financial condition and such Senior Manager is able to bear the risks associated with an investment in the Deferred Consideration Etsy Shares; (iv) is acquiring, if and when issued, the Deferred Consideration Etsy Shares for his or her own account, not as a nominee or agent, for investment only, and not with a view to the resale or distribution thereof, and with no present intention of selling, granting any participation in, or otherwise distributing any of such shares; (v) does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer, grant participations in or distribute to such person or to any third person such shares; and (vi) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any such shares except in compliance with the Securities Act, applicable state securities laws and the Holder Representative shall work respective rules and regulations promulgated thereunder. Each Senior Manager understands that his or her acquisition of the Deferred Consideration Etsy Shares, as applicable, will not be registered under the Securities Act, or registered or qualified under any state securities laws in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations)reliance on specific exemptions therefrom, which exemptions depend upon, among other things, the dispute bona fide nature of such Senior Manager’s investment intent and accuracy of such Senior Manager’s representations as expressed herein. Each Senior Manager understands that the Deferred Consideration Etsy Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, and such Deferred Consideration Etsy Shares may not be resold without registration under the Securities Act and qualification by state authorities, or if an exemption from such registration and qualification requirements is available. 7.12 This Clause 7 shall be submitted binding on, and enure to the Auditor for resolution consistent with Section 3.6. The determination of the Auditor shallbenefit of, in the absence of manifest error, be final and binding on the parties heretoto this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

Deferred Consideration. (a) Subject to Section 3.6(d)(ii) and Section 12.10, on the six (6) month anniversary 5.1 If following exercise of the Closing Date, Buyer shall pay $15,000,000 minus (i) 50% of any retention amounts paid by Buyer under Put Option or the RWI Policy Call Option but on or prior to such date and the Expiry Date, either (i) MEIF sells, or enters into a binding agreement to sell, any of the Option Securities acquired from MIC to a person who is not an Affiliate of MEIF or (ii) the Deficit AmountCompany directly or indirectly sells, if any or enters into a binding agreement to sell, all or part of the South East Water business (the in each case a “Initial Deferred ConsiderationRelevant Sale”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each the price payable in respect of the Pre-Closing Holders Option Securities shall be adjusted in accordance with each such Pre-Closing Holder’s Applicable Percentage.this clause provided that: (a) any conditions to which the Relevant Sale is subject are satisfied or waived (whether before or after the Expiry Date); and (b) Subject to Section 3.6(d)(ii) and Section 12.10, on in the Subsequent Deferred Consideration Payment Date, Buyer shall pay $15,000,000 minus 50% event that MEIF engages in a sale of any retention amounts paid by Buyer under only part of its interest in the RWI Policy Company on or prior to such date and since the payment Expiry Date, MEIF shall be deemed to have sold the Option Securities acquired from MIC on a pro-rata basis with the securities in the Company held by MEIF at the time of the Initial Deferred Consideration sale that were not acquired from MIC and the provisions of this clause shall apply in respect of each such sale of part of MEIF’s interest in the Company entered into on or prior to the Expiry Date and “Relevant Sale” shall be construed accordingly. 5.2 For the purposes of this Agreement, the Adjusted Amount shall be the sum of: (a) an amount equal to the MEIF Sale Proceeds; (b) less an amount equal to the Option Price multiplied by the Relevant Percentage; (c) less an amount equal to the Acquisition Taxation Costs multiplied by the Relevant Percentage; (d) less an amount equal to the Transaction Costs; (e) less an amount equal to the Sale Taxation Costs; (f) less an amount equal to the Bridge Facility Costs multiplied by the Relevant Percentage, and the “Subsequent Deferred Consideration”Relevant Percentage” shall be either (i) in immediately available funds the percentage of the Option Securities acquired by MEIF from MIC deemed to have been sold by MEIF pursuant to clause 5.1 or (ii) the percentage of the South East Water business sold directly or indirectly by the Company. 5.3 MEIF shall provide MIC (a) with its calculation of the Adjusted Amount and (b) with such information as MIC may reasonably request to enable MIC to verify MEIF’s calculation of the Adjusted Amount. 5.4 If the Adjusted Amount is a positive sum, MEIF shall pay to MIC an amount equal to the Exchange Agent Adjusted Amount within 5 Business Days of receipt by MEIF (or its Affiliate) of the proceeds of the Relevant Sale and such amount shall be paid by way of increase to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders Option Price in accordance with such Pre-Closing Holder’s Applicable Percentageclause 4.1(d). (i) As soon as reasonably practicable following 5.5 If the finalization of Buyer’s audited financial statements for 2018Adjusted Amount is a negative sum, and in any event within fifteen (15) calendar days thereofprovided the Relevant Sale was on arms-length terms, Buyer MIC shall prepare and deliver pay to MEIF an amount equal to the Holder Representative a certificate Adjusted Amount within 5 Business Days of completion of the CFO Relevant Sale and such amount shall be paid by way of Buyer setting forth decrease to the calculation Option Price in accordance with clause 4.1(d). 5.6 Following exercise of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative Put Option or Call Option and its representatives reasonable access during normal business hours and upon reasonable prior notice to the recordsExpiry Date, properties, personnel and MEIF undertakes not to sell or otherwise dispose of (subject or enter into a binding agreement to the execution of customary work paper access letters if requestedsell or otherwise dispose of) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales Amount; provided, that such access and cooperation shall be granted under the condition that they shall not unreasonably interfere with the business and operations of the Company and its Subsidiaries. (ii) In the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver a notice of disagreement to Buyer. The notice of disagreement shall set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations), the dispute shall be submitted to the Auditor for resolution consistent with Section 3.6. The determination of the Auditor shall, interest in the absence Option Securities to an Affiliate of manifest errorMEIF, unless such Affiliate agrees to be final and binding bound by the terms of this Clause 5 on the parties heretoterms reasonably satisfactory to MIC.

Deferred Consideration. (a) Subject to Section 3.6(d)(iiNo later than the third (3rd) and Section 12.10, on the six (6) month anniversary of the Closing DateClosing, Buyer Purchaser shall pay $15,000,000 minus (i) 50% deliver the Deferred Consideration in cash or immediately available funds wired to an account specified by Seller and set forth in Exhibit G; provided that if any portion of any retention amounts paid by Buyer under the RWI Policy on or Deferred Consideration is prepaid to Seller prior to such date in accordance with Section 3.3(b), only the remaining balance thereof shall be payable pursuant to this Section 3.3(a). (b) In the event the Assigned Patents generate Direct Profits prior to the date that is 180 days prior to the third anniversary of the Closing, Purchaser shall prepay a portion of the Deferred Consideration equal to such Direct Profits within sixty (60) calendar days after the end of the calendar quarter in which Purchaser received such Direct Profits; provided that, (x) if the Final Direct Profits is higher than the amount paid pursuant to the immediately preceding clause, then Purchaser shall pay such difference within five (5) calendar days after the time that the Final Direct Profits is determined, and (y) if the Final Direct Profits is lower than the amount paid pursuant to the immediately preceding clause, then Seller shall pay such difference within five (5) calendar days after the time that the Final Direct Profits is determined. (c) From the Closing Date until the earlier of (i) the time the Deferred Consideration has been prepaid in full, and (ii) the Deficit Amountlast day of the tenth calendar quarter commencing following the Closing, if Purchaser shall submit to Seller, no later than forty-five (45) days after the end of each calendar quarter, a written report (each, a “Purchaser Report”) setting forth (A) the Gross Profits generated, directly or indirectly, from the Transfer of any or all of the Assigned Patent Rights to an Eligible Payor during the immediately preceding calendar quarter, (B) amounts withheld or deducted from the proceeds described in clause (A), including for withholding, value added or similar Taxes, (C) the Direct Litigation Costs and Eligible Direct Litigation Costs during the immediately preceding calendar quarter, (D) any Eligible Direct Litigation Costs incurred in prior calendar quarters, but not previously applied to reduce payments owed pursuant to this Section 3.3, and (E) the resulting Direct Profits, in each case, in sufficient detail to allow Seller to review and assess Purchaser’s calculations. The Parties agree that the Deferred Consideration is an integral part of the consideration for the Assigned Assets. If Seller has any objections to a Purchaser Report or any of the amounts included therein, it shall deliver to Purchaser a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the Purchaser Report that are in dispute and the nature and amount of any disagreement so identified) not later than forty (40) days after Seller’s receipt of the Purchaser Report (such forty (40)-day period, the “Initial Deferred ConsiderationReview Period”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable Percentage. (b) Subject to Section 3.6(d)(ii) and Section 12.10, on the Subsequent Deferred Consideration Payment Date, Buyer shall pay $15,000,000 minus 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and since the payment of the Initial Deferred Consideration (the “Subsequent Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage. (i) As soon as reasonably practicable following the finalization of Buyer’s audited financial statements for 2018, and in any event within fifteen (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate of the CFO of Buyer setting forth the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales Amount; provided, however, that (x) such access forty (40)-day period shall toll during any time that Purchaser or any of its Affiliates fail to comply in all material respects with this Section 3.3, and cooperation (y) Seller shall have a sixty (60)-day Review Period, after its receipt of the Purchaser Report submitted by Purchaser in respect of the final quarter under this Section 3.3(c), to review and, if applicable, object, to the aggregate Direct Profit amount and/or the aggregate Direct Litigation Costs across all of the Purchaser Reports. If Seller does not deliver a Notice of Objection to Purchaser within the Review Period, then the amounts set forth in the Purchaser Report shall be granted under deemed final. If Seller delivers a Notice of Objection to Purchaser within the condition that they shall not unreasonably interfere with the business Review Period, Seller and operations of the Company and its Subsidiaries. (ii) In the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver a notice of disagreement to Buyer. The notice of disagreement shall set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative Purchaser shall work in good faith to resolve Seller’s objections within the disagreementthirty (30)-day period following the delivery of the Notice of Objection. If Buyer In the event that Seller and the Holder Representative Purchaser are unable to reach resolve in writing any of Seller’s objections in the Notice of Objection within the thirty (30)-day period (or such longer period as may be agreed by Seller and Purchaser) following the delivery of a mutually acceptable Notice of Objection, the resolution of any such dispute within thirty all unresolved items (30“Disputed Items”) days (and do not choose to mutually agree in writing to extend such period of negotiations), the dispute shall be submitted to an arbiter that is a nationally-recognized accounting firm to be mutually selected by Purchaser and Seller to resolve any remaining disagreements. If (i) such mutually selected arbiter is not willing and able to serve in such capacity or (ii) Purchaser and Seller otherwise fail to appoint an arbiter pursuant to the Auditor for resolution consistent with Section 3.6. The determination immediately preceding sentence within ten (10) business days after the expiration of the Auditor shall, resolution period set forth in the absence immediately preceding sentence, then Seller shall deliver to Purchaser a list of manifest error, be final three (3) other arbiters of recognized national standing and binding on Purchaser shall select one of such three (3) arbiters (such arbiter as is ultimately selected pursuant to the parties hereto.aforementioned procedures being the “Arbiter”). Purchaser and Seller shall execute any agreement reasonably -15-

Deferred Consideration. Additional purchase consideration shall be payable to the Sellers of Ordinary Sale Shares if the Company's Operating Profit for the 1998/99 Fiscal Year is equal to or in excess of eight hundred ninety one thousand pounds sterling ((pound)891,000). (a) Subject The additional purchase consideration payable pursuant to this Section 3.6(d)(ii2.3 shall be calculated and paid to each Seller of Ordinary Sale Shares in additional Buyer's Shares (the "Deferred Shares") and Section 12.10, on with a value calculated in accordance with the six following (6) month anniversary of the Closing Date, Buyer shall pay $15,000,000 minus "Deferred Consideration"): (i) 50% the lesser of any retention amounts paid by Buyer under the RWI Policy on Company's Operating Profit for the 1998/99 Fiscal Year or prior to such date and one million seven hundred forty nine thousand pounds sterling ((pound)1,749,000); (ii) multiplied by seven (7); (iii) multiplied by 0.85; (iv) minus (pound)5,300,000; and (v) multiplied by the Deficit Amount, if any (the “Initial Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to Ordinary Seller's Ratio of each Vested Optionholder), with such amount to be further distributed to each Seller of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable PercentageOrdinary Sale Shares. (b) Subject to Section 3.6(d)(ii) and Section 12.10, on the Subsequent Deferred Consideration Payment Date, The Buyer shall pay $15,000,000 minus 50% use reasonable efforts to procure that the Board of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and since the payment of the Initial Deferred Consideration (the “Subsequent Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage. (i) As soon as reasonably practicable following the finalization of Buyer’s audited financial statements for 2018, and in any event within fifteen (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate of the CFO of Buyer setting forth the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors Directors of the Company and its Subsidiaries relating to the calculation those of the 2018 Company Sales Amount; providedSellers who are such Directors at that time shall, acting reasonably, procure that such access and cooperation shall be granted under Board approves the condition that they shall not unreasonably interfere with the business and operations final audited accounts of the Company and its Subsidiaries. (ii) In for the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver a notice of disagreement to Buyer1998/99 Fiscal Year on or before 30 June 1999. The notice of disagreement Deferred Shares shall set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute be issued within thirty (30) days after such approval (and do unless such day is not choose to mutually agree a business day in writing to extend such period of negotiations), which case on the next following business day) unless the dispute resolution procedure set forth in Section 2.8 is activated, in which case the Deferred Shares shall be submitted issued immediately upon the determination of such procedure. (c) For the avoidance of doubt: (i) no Deferred Shares shall be payable to the Auditor for resolution consistent with Section 3.6. The determination Sellers of the Auditor shall, Preference Sale Shares; (ii) no Deferred Shares shall be payable at all in the absence event the Company's Operating Profit for the 1998/99 Fiscal Year is less than eight hundred ninety one thousand pounds sterling ((pound)891,000); (iii) the total maximum amount of manifest errorDeferred Shares paid to all Sellers of Ordinary Sale Shares shall not exceed five million one hundred six thousand five hundred fifty pounds sterling ((pound)5,106,550); and (iv) Cairnie, be final Bassett, Cook, Gage and binding on ▇▇▇▇▇▇ irrevocably agree and direct the parties heretoBuyer to pay to ECI the first such Deferred Consideration otherwise payable to them in the maximum amounts set forth in Schedule 2 and Buyer agrees to make such payment and receipt by ECI of such Deferred Consideration shall constitute complete satisfaction of any obligation by the Buyer otherwise to make such payment to them.

Deferred Consideration. (a) Subject In addition to the Aggregate Initial Consideration, the Members shall be entitled to receive, and Purchaser shall deliver to Purchaser’s transfer agent up to 2,500,000 shares of Purchaser Common Stock (for the benefit of the Members and issued in the Members’ names in book-entry form), which shares shall be delivered upon the satisfaction of the conditions set forth in this Section 2.6(a) (the “Milestones”) (the following additional payments, collectively, the “Deferred Consideration”): (i) upon the deployment of the Perception Software and Network at a second data center in the United States (with [***] NE being the first data center), 625,000 shares of Purchaser Common Stock; (ii) upon the deployment of the Perception Software and Network at a third data center in [***], 625,000 shares of Purchaser Common Stock; (iii) upon the deployment of the Perception Software and Network at a fourth data center in [***], 625,000 shares of Purchaser Common Stock; (iv) upon the deployment of the Perception Software and Network at a fifth data center in [***], 625,000 shares of Purchaser Common Stock; (b) In the event that, at any time following the Closing Date, any of the Milestones are satisfied and the Members are entitled to receive any portion of the Deferred Consideration (each, a “Deferred Payment”), Purchaser shall instruct Purchaser’s transfer agent to issue the applicable Deferred Payment to the Members. To the extent that Purchaser’s transfer agent issues any Deferred Payment as provided in this Section 2.6, such delivery shall be deemed to satisfy in full Purchaser’s obligations in respect of the delivery of such Deferred Payment. (c) Notwithstanding anything herein to the contrary, the Deferred Payments that may become due hereunder shall be subject to the following limitations: (i) in no event shall any Deferred Payment be payable with respect to the satisfaction of a Milestone be payable more than one time, regardless of the numbers of times the satisfaction of such Milestone occurs; (ii) in no event shall the Deferred Consideration to be delivered by Purchaser pursuant to Section 3.6(d)(ii2.6(a) and Section 12.10, exceed 2,500,000 shares of Purchaser Common Stock in the aggregate; and (iii) in no event shall any Deferred Payment be payable after the date falling on the six fifth (65th) month anniversary of the Closing Date, Buyer shall pay $15,000,000 minus (i) 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and (ii) the Deficit Amount, if any (the “Initial Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable Percentage. (bd) Subject to Section 3.6(d)(ii) As and Section 12.10, on when the Subsequent Deferred Consideration Payment Dateis released, Buyer it shall pay $15,000,000 minus 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and since the payment of the Initial Deferred Consideration (the “Subsequent Deferred Consideration”) in immediately available funds be delivered to the Exchange Agent (and to Members in the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage. (i) As soon as reasonably practicable following the finalization of Buyer’s audited financial statements for 2018, and in any event within fifteen (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate of the CFO of Buyer setting forth the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales Amount; provided, that such access and cooperation shall be granted under the condition that they shall not unreasonably interfere with the business and operations of the Company and its Subsidiaries. (ii) In the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver a notice of disagreement to Buyer. The notice of disagreement shall proportions set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations), the dispute shall be submitted to the Auditor for resolution consistent with Section 3.6. The determination of the Auditor shall, in the absence of manifest error, be final and binding on the parties heretoSchedule 1.

Deferred Consideration. 4.1 At Completion or within 30 Business Days, whichever is the earlier event, of the Purchaser receiving evidence to its satisfaction that the Medical Products Agency in Sweden has issued a re-registration certificate (a"the Re-registration Certificate") Subject in respect of AlfaNative, the Purchaser will allot and issue to Section 3.6(d)(iithe Vendors (or their beneficiaries), credited as fully paid, such number of ordinary shares in the capital of the Purchaser which cumulatively equate to 10% of the issued share capital of the Purchaser on a fully diluted basis at the Completion Date (which for the avoidance of doubt shall be inclusive of the maximum number of Consideration Shares which may be allotted pursuant to this Agreement) being 5,866,380 shares (such shares hereinafter referred to as the "First Deferred Consideration Shares"). 4.2 At Completion or within 30 Business Days, wherever is the earlier event, of the Purchaser receiving evidence to its satisfaction that the Re-registration Certificate includes indications of a second line treatment for any disease, the Purchaser will allot and Section 12.10issue to the Vendors (or their beneficiaries), credited as fully paid, such number of ordinary shares in the capital of the Purchaser which cumulatively equate to 5% of the issued share capital of the Purchaser, on a fully diluted basis, at the six Completion Date (6) month anniversary which for the avoidance of doubt shall be inclusive of the Closing Datemaximum number of Consideration Shares which may be allotted pursuant to this Agreement ) being 2,933,190 shares (such shares hereinafter referred to as "Second Deferred Consideration Shares"). 4.3 At Completion, Buyer shall pay $15,000,000 minus or within 30 Business Days, whichever is the earlier event of the Purchaser receiving notification to its satisfaction, that the Mutual Recognition Procedures application has received the approval of the requisite national and EU regulatory authority for the use, sale and marketing of AlphaNative in certain countries which must include Germany, the Purchaser will allot and issue to the Vendors (i) 50or their beneficiaries), credited as fully paid, such number of ordinary shares in the capital of the Purchaser as cumulatively equate to 15% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and (ii) the Deficit Amount, if any (the “Initial Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each issued share capital of the Pre-Closing Holders in accordance with each Purchaser on a fully diluted basis, at the Completion Date (which for the avoidance of doubt shall be inclusive of the maximum number of Consideration Shares which may be allotted pursuant to this Agreement ) being 8,799,570 shares (such Pre-Closing Holder’s Applicable Percentageshares hereinafter referred to as the "Third Deferred Consideration Shares"). (b) Subject to Section 3.6(d)(ii) and Section 12.104.4 At Completion, on the Subsequent Deferred Consideration Payment Date, Buyer shall pay $15,000,000 minus 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and since the payment within 30 Business Days of the Initial Deferred Consideration (the “Subsequent Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each earlier of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage. (i) As soon as reasonably practicable following the finalization of Buyer’s audited financial statements for 2018Purchaser receiving notification to its satisfaction, and in any event within fifteen (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate of the CFO of Buyer setting forth the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales Amount; provided, that such access and cooperation shall be granted under the condition that they shall not unreasonably interfere with the business and operations of the Company and its Subsidiaries. (ii) In the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver a notice of disagreement to Buyer. The notice of disagreement shall set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations), the dispute shall be submitted to the Auditor for resolution consistent with Section 3.6. The determination of the Auditor shall, in the absence of manifest error, be final and binding on the parties hereto.that:

Deferred Consideration. 2.1 In the event that any Deferred Consideration becomes payable in accordance with Schedule 1 of this Agreement (ain respect of the Alcatel Deferred Consideration) Subject and/or Schedule 2 of this Agreement (the BluGlass Deferred Consideration), such Deferred Consideration shall be apportioned from time to Section 3.6(d)(iitime (as nearly as practicable) between the Relevant Sellers in the proportion set out opposite their respective names in column 2 of the table set out below: (1) Name (2) Relevant Proportion of Deferred Consideration (%) 2.2 The Relevant Sellers and the Buyer agree that any payments due from the Buyer or the Buyer Group to: 2.2.1 the Relevant Sellers (other than SPP) pursuant to the terms of this Agreement shall be made to the Sellers’ Solicitors by way of payment to the Sellers’ Solicitors Account; and 2.2.2 SPP pursuant to the terms of this Agreement shall be made to SPP’s Solicitors by way of payment to the SPP’s Solicitors’ Account, in each case which shall constitute a full and valid discharge of the Buyer’s obligation to pay such amount and the Relevant Sellers hereby agree that the Sellers’ Solicitors and/or SPP’s Solicitors (as applicable) shall receive any such payment, as agent for the Relevant Sellers and the Buyer shall not be concerned with the basis upon which any such payment shall be distributed between the Relevant Sellers or be answerable for the loss or misapplication thereof. 2.3 Except as otherwise provided for herein, the Buyer shall procure that all monies payable to any Relevant Seller under or pursuant to this Agreement shall be paid in full without any deduction, set-off or counterclaim whatsoever (except as may be required by law, in which case such deduction or withholding shall not exceed the minimum amount required to be deducted or withheld under law except as specifically provided for in this Agreement) and Section 12.10the Buyer irrevocably waives any other right to set-off or counterclaim against, on the six (6) month anniversary or deduct from, any monies owed by it to any Relevant Seller hereunder. 2.4 All payments of the Closing Date, Buyer Deferred Consideration pursuant to this Agreement shall pay $15,000,000 minus (i) 50% be made in US dollars. Where any Deferred Consideration becomes payable in respect of any retention amounts paid by Buyer under the RWI Policy on a payment which is received or prior to such date and (ii) the Deficit Amount, if any made in a currency other than US dollars (the “Initial Deferred ConsiderationNon-USD Payment”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable Percentage. (b) Subject to Section 3.6(d)(ii) and Section 12.10, on the Subsequent Deferred Consideration Payment Date, Buyer shall pay $15,000,000 minus 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and since the payment of the Initial Deferred Consideration (the “Subsequent Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage. (i) As soon as reasonably practicable following the finalization of Buyer’s audited financial statements for 2018, and in any event within fifteen (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate of the CFO of Buyer setting forth the calculation of the 2018 Company Sales Amount. Following the delivery of such certificate, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the calculation of the 2018 Company Sales Amount; provided, that such access and cooperation shall be granted under the condition that they shall not unreasonably interfere with the business and operations of the Company and its Subsidiaries. (ii) In the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver a notice of disagreement to Buyer. The notice of disagreement shall set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith to resolve the disagreement. If Buyer and the Holder Representative are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations), the dispute amount of the Deferred Consideration shall be submitted converted into US dollars at the prevailing exchange rate of the Target Group’s main relationship bank on the first Business Day following receipt thereof and the amount received upon such conversion, less any bank or other related charges or fees and other deductions provided for herein shall be paid to the Auditor for resolution consistent with Section 3.6. The determination of the Auditor shall, in the absence of manifest error, be final and binding on the parties heretorelevant recipient.

Deferred Consideration. 4.1 The Purchaser shall procure that the auditors (afrom time to time) Subject to Section 3.6(d)(ii) and Section 12.10, on the six (6) month anniversary of the Closing Date, Buyer shall pay $15,000,000 minus (i) 50% of any retention amounts paid by Buyer under Company shall: 4.1.1 in addition to preparing the RWI Policy on or prior to such date and (ii) the Deficit Amount, if any (the “Initial Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each audited accounts of the Pre-Closing Holders in accordance with each such Pre-Closing Holder’s Applicable Percentage. (b) Subject to Section 3.6(d)(ii) Company for the financial year ended 31 December 1999 and Section 12.10no later than 31 March 2000, on the Subsequent Deferred Consideration Payment Date, Buyer shall pay $15,000,000 minus 50% of any retention amounts paid by Buyer under the RWI Policy on or prior to such date and since the payment of the Initial Deferred Consideration (the “Subsequent Deferred Consideration”) in immediately available funds to the Exchange Agent (and to the Surviving Corporation for payment to each Vested Optionholder), with such amount to be further distributed to each of the Pre-Closing Holders in accordance with such Pre-Closing Holder’s Applicable Percentage. (i) As soon as reasonably practicable following the finalization of Buyer’s audited financial statements for 2018, and in any event within fifteen (15) calendar days thereof, Buyer shall prepare and deliver to the Holder Representative a certificate of the CFO of Buyer setting forth the calculation Relevant 1999 Profits; 4.1.2 as soon as practicable following 30 June 2001 but no later than 30 September 2001, prepare a certificate of the 2018 Company Sales Amount. Following Relevant 2001 Profits. 4.2 The certificates delivered pursuant to this clause 4.1 above shall be binding on all parties, unless within 15 Business Days of the delivery of such certificatethe same by the auditors, Buyer shall provide the Holder Representative and its representatives reasonable access during normal business hours and upon reasonable prior notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors any of the Company and its Subsidiaries relating to Vendors notifies the calculation Purchaser in writing of the 2018 Company Sales Amount; provided, that such access and cooperation shall be granted under the condition that they shall not unreasonably interfere any matters of disagreement with the business and operations of same in sufficient detail to enable the Company and its SubsidiariesPurchaser to consider them. (ii) 4.3 In the event of a dispute with respect to the calculation of the 2018 Company Sales Amount, the Holder Representative shall deliver that a notice of disagreement to Buyer. The notice of disagreement is served under clause 4.2 the parties shall set forth the basis and amount for each dispute of any such calculation in reasonable detail together with relating supporting documentation and calculations, as well as the alternative calculation with respect to the 2018 Company Sales Amount. Buyer and the Holder Representative shall work in good faith attempt to resolve the disagreement. If Buyer and dispute, but in default of agreement as to the Holder Representative are unable to reach a mutually acceptable resolution amount of any the Relevant 1999 Profits and/or the Relevant 2001 Profits within 15 Business Days of such dispute within thirty (30) days (and do not choose to mutually agree in writing to extend such period of negotiations)notice being delivered, the dispute shall be submitted determined by a single independent accountant to be appointed jointly by the Auditor parties, or in default of agreement, within 5 Business Days after request by the Vendors or the Purchaser, appointed (on the application of any of the parties) by the President for resolution the time being of the Institute of Chartered Accountants in England and Wales. 4.4 The said accountant shall be instructed (as appropriate): 4.4.1 to give his decision on the adjustments in dispute referred to him as soon as practicable; 4.4.2 to ensure that his decision is consistent with Section 3.6. the requirements of this clause 4 and the principles and bases in this agreement as relevant; and 4.4.3 to consider only the adjustments in dispute. 4.5 The determination of the Auditor shall, in the absence of manifest error, said accountant shall act as expert and not as an arbitrator and his decision on any matter shall be final and binding on the Vendors and the Purchaser. His fees shall be payable between the Vendors and the Purchaser as may be determined by him. 4.6 The parties heretoshall each procure (so far as they are able) that they, their respective accountants and the Company will afford each other and their respective accountants and (if applicable) any independent accountant appointed pursuant to clause 4.4 all facilities and full and prompt access to the Company's premises, papers, books of account, records, returns, directors and employees and such other relevant documents (including working papers prepared by the Purchaser's Accountants which support their calculations) as are in their respective possession to enable the determination of the Relevant 1999 Profits and/or the Relevant 2001 Profits in accordance with this clause 4. 4.7 Subject to clause 3.5, the Purchaser shall enter into the Deferred Consideration Loan Note Instrument and pay to the Vendors the First Deferred Payment in the form of definitive certificates in respect of the Second Tranche Loan Notes in the percentages set out opposite their respective names in column 4 of Schedule 1 on the later of: