Common use of Deferred Consideration Clause in Contracts

Deferred Consideration. Following the Closing: (i) on December 31, 2026, the Purchaser shall deliver or cause to be delivered 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 at least three (3) Business Days prior to December 31, 2026, an amount equal to $500,000,000 (the “2026 Deferred Consideration”); provided that if, on the Closing Date, the closing price of ^SOX is at least $4,415.25, then the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 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 within ten (10) Business Days following the Closing Date; provided, further, that upon an IPO or Company Sale prior to December 31, 2026, the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 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; and (ii) on December 31, 2027, the Purchaser shall deliver or cause to be delivered 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 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 Company Group 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 Parties shall treat Purchaser’s obligation to pay the Deferred Consideration as indebtedness for all applicable Tax purposes and shall file all Tax Returns consistent with such Tax treatment to the fullest extent permitted by Applicable Law.

Deferred Consideration. Following (a) Within ninety (90) days after the first anniversary of the Closing: (i) on December 31, 2026, the Purchaser shall deliver or cause prepare and delivery to be delivered the Owner the Purchaser’s calculation of the First Anniversary Medicare (b) Within thirty (30) calendar days of the final determination of the First Anniversary Medicare Advantage Revenue pursuant to Indigo (on behalf of itself and the other SellerSection 1.10(a), by wire transfer of immediately available funds to in the bank account designated by Indigo to event that the First Anniversary Medicare Advantage Revenue equals or exceeds the Baseline Medicare Advantage Revenue the Purchaser at least three or Holdings shall pay fourteen million U.S. Dollars (3$14,000,000) Business Days prior to December 31, 2026, an amount equal to $500,000,000 in cash (the “2026 Deferred Consideration”); provided that if, on the Closing Date, the closing price of ^SOX is at least $4,415.25, then the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 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 within ten (10) Business Days following the Closing Date; provided, further, that upon an IPO or Company Sale prior to December 31, 2026, the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 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; and (ii) on December 31, 2027, the Purchaser shall deliver or cause to be delivered 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 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”) to the Sellers (in the same proportions as the Closing Cash Payment was paid); provided that upon an IPO or Company Sale prior to December 31, 2027, . (c) The payment of the 2027 Deferred Consideration shall be accelerated and is subject to (i) the Owner’s continued employment in good standing at the Purchaser shall deliver on the 2027 Deferred Consideration to Indigo first anniversary of the Closing Date, (on behalf ii) each Seller Parties’ continued compliance with all restrictive covenants contained in each of itself the Transaction Documents, and (iii) 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; providedOwner’s execution and continued compliance with that certain Compliance Attestation, however, thatattached hereto as Exhibit D. The foregoing notwithstanding, 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 Owner’s employment is due, as applicable, that a member of the Company Group pay some or all of such 2026 Deferred Consideration or 2027 Deferred Consideration, Indigo shall consider such request in good faith; provided, further, that terminated by the Purchaser may not cause one without Cause (as defined in the Owner’s Employment Agreement) or more members with Good Reason by the Owner (as defined in the Owner’s Employment Agreement), the Owner shall have been deemed to satisfy the requirements 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(b1.10(d). (d) unless Indigo, in its sole and absolute discretion, provides its written consent. Notwithstanding anything in this Agreement to the contrary, the Parties Purchaser shall treat Purchaser’s obligation to pay not make any payments in respect of the Deferred Consideration that the Purchaser is otherwise required to make, and the Purchaser may defer such payments if there exists and is continuing a default or an event of default under any credit agreement, guarantee or other agreement existing as indebtedness of the Closing Date under which Purchaser or any of its subsidiaries has borrowed money as of the Closing Date (each, a “Debt Agreement”) or if such payment would constitute a breach of, or result in a default or an event of default (with or without the giving of notice or passage of time or both) on the part of the Purchaser or any of its subsidiaries under any such Debt Agreement or would not be permitted under any applicable laws. If Purchaser is unable to make any payments in accordance with the preceding sentence, Purchaser shall make (e) During the period commencing on the date hereof and ending on the first anniversary of the Closing Date, the Purchaser (i) shall not change the methods of accounting for all applicable Tax purposes the Medicare Advantage Revenue in a manner that would adversely affect the calculation of Medicare Advantage Revenue, (ii) shall maintain segregated financial records of the Medicare Advantage Revenue, and (iii) shall file all Tax Returns consistent not take any action or omission that affects Medicare Advantage Revenue with such Tax treatment to the fullest extent permitted by Applicable Lawsole purpose of avoiding the payment of the Deferred Consideration.

Deferred Consideration. Following (a) No later than the third (3rd) anniversary of the Closing: (i) on December 31, 2026, the Purchaser shall deliver or cause to be delivered 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 at least three (3) Business Days prior to December 31, 2026, an amount equal to $500,000,000 (the “2026 Deferred Consideration”); provided that if, on the Closing Date, the closing price of ^SOX is at least $4,415.25, then the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 Deferred Consideration to Indigo (on behalf of itself and the other Seller) by wire transfer of 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 the 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 bank account designated by Indigo 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 last day of the tenth calendar quarter commencing following the Closing, 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 “Review Period”); provided, however, that (x) such 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 (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 deemed final. If Seller delivers a Notice of Objection to Purchaser within the Review Period, Seller and Purchaser shall work in good faith to resolve Seller’s objections within the thirty (30)-day period following the delivery of the Notice of Objection. In the event that Seller and Purchaser are unable to 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 Notice of Objection, the resolution of all unresolved items (“Disputed Items”) 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 immediately preceding sentence within ten (10) Business Days following business days after the Closing Date; providedexpiration of the resolution period set forth in the immediately preceding sentence, further, that upon an IPO or Company Sale prior to December 31, 2026, the 2026 Deferred Consideration shall be accelerated and the Purchaser then Seller shall deliver the 2026 Deferred Consideration to Indigo (on behalf Purchaser a list 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; and (ii) on December 31, 2027, the Purchaser shall deliver or cause to be delivered 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 at least three (3) Business Days prior other arbiters of recognized national standing and Purchaser shall select one of such three (3) arbiters (such arbiter as is ultimately selected pursuant to December 31, 2027, an amount equal to $500,000,000 (the aforementioned procedures being the “2027 Deferred Consideration” and together with the 2026 Deferred Consideration, the “Deferred ConsiderationArbiter”); provided that upon an IPO or Company Sale prior to December 31, 2027, the 2027 Deferred Consideration . Purchaser and Seller 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 Company Group 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 Parties shall treat Purchaser’s obligation to pay the Deferred Consideration as indebtedness for all applicable Tax purposes and shall file all Tax Returns consistent with such Tax treatment to the fullest extent permitted by Applicable Law.execute any agreement reasonably -15-

Deferred Consideration. Following (a) To the Closingextent that from time to time the Qualifying Parent Equityholders have received in aggregate Realized Cash Proceeds equal to the Threshold Amount: (i) on December 31Parent shall not, 2026and shall cause the Company and its Subsidiaries not to, the Purchaser shall deliver make any dividend, distribution or cause other payment to be delivered to Indigo (or on behalf of itself of, or for the benefit of) any Qualifying Parent Equityholder that would constitute Realized Cash Proceeds unless and until the other Seller), by wire transfer of immediately available funds to Sellers have received the bank account designated by Indigo to the Purchaser at least three (3) Business Days prior to December 31, 2026, an amount equal to $500,000,000 (the “2026 Deferred Consideration”); provided that if, on the Closing Date, the closing price of ^SOX is at least $4,415.25, then the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 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 within ten (10) Business Days following the Closing Date; provided, further, that upon an IPO or Company Sale prior to December 31, 2026, the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 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 SaleMaximum Earn-Out Payment in accordance with this Section 2.14; and (ii) on December 31until the Sellers have received the Maximum Earn-Out Payment in accordance with this Section 2.14, 2027Parent shall pay, the Purchaser shall deliver or cause to be paid, an amount in cash equal to 100% of any amounts that would be incremental Realized Cash Proceeds in excess of the Threshold Amount (any such payments not to exceed individually or in the aggregate the Maximum Earn-Out Payment, an “Earn-Out Payment”) to the Sellers in accordance with their respective Pro Rata Share of such Earn-Out Payment and the terms and conditions of Section 2.3 and Section 2.8. (b) No Earn-Out Payment shall be made unless and until there has been Realized Cash Proceeds equal to the Threshold Amount. Notwithstanding anything to the contrary, in no event will the aggregate amount of Earn-Out Payments made by Parent or its designee under this Agreement exceed an aggregate amount equal to the Maximum Earn-Out Payment. (c) Until such time as the obligations of the Parties under this Section 2.14 shall cease pursuant to Section 2.14(h), not later than (i) twenty (20) Business Days prior to any receipt by a Qualifying Parent Equityholder of Realized Cash Proceeds (where such receipt would result in aggregate Realized Cash Proceeds exceeding the Threshold Amount), if the transaction resulting in such receipt is publicly disclosed, at such time, or (ii) if not so disclosed, at the Closing of the transaction resulting in such receipt, in the case of each of the foregoing clauses (i) and (ii), Parent shall deliver, or cause to be delivered, to the Seller Representative a written notice (an “Earn-Out Notice”) setting forth the following with respect to such Qualifying Parent Equityholder receiving Realized Cash Proceeds and all Qualifying Parent Equityholders as at such time (A) a calculation of the aggregate amount of Realized Cash Proceeds of such Qualifying Parent Equityholder and all Qualifying Parent Equityholders; (B) the amount of such Qualifying Parent Equityholder’s and all Qualifying Parent Equityholders receipt(s) of Realized Cash Proceeds; (C) the amount of the Qualifying Parent Equityholders’ Cumulative Investment; and (D) the Earn-Out Payment, if any, payable in respect thereof, in each case, calculated in a manner consistent with the terms of this Agreement and accompanied by reasonable supporting detail with respect to the calculation of such amounts. (d) Parent will ensure that any transaction that would involve the realization of Realized Cash Proceeds by Qualifying Parent Equityholders in excess of the Threshold Amount is structured and effected so as to provide that on closing of such transaction (if not before), the full amount of any proceeds payable to (or on behalf of, or for the benefit of) any Qualifying Parent Equityholders is paid to the Sellers in a manner contemplated by Section 2.14(a). (e) The Seller Representative and its advisors and representatives shall have reasonable access during regular business hours to such documents, books, records, work papers, facilities, personnel and other information (including in electronic format, if available) and employees of the Surviving Company and its Subsidiaries, in each case, to the extent used or involved in the preparation of an Earn-Out Notice, and as the Seller Representative, its advisors and representatives may reasonably require to complete its review of such Earn-Out Notice and the components thereof (in such a manner so as not to unreasonably interfere with the conduct of the business of the Surviving Company or its Subsidiaries), subject, if required by the accountants of the Surviving Company or its Subsidiaries, to the prompt execution of a customary (in form and content) access letter. (f) Within 30 days following delivery by the Surviving Company of an Earn-Out Notice (the “Earn-Out Objection Period”), the Seller Representative shall either inform the Surviving Company in writing that such Earn-Out Notice is acceptable, or deliver written notice (the “Earn-Out Dispute Notice”) to the Surviving Company notifying the Surviving Company that the Seller Representative disagrees with the calculations set forth in such Earn-Out Notice and setting forth the Seller Representative’s calculation of the disputed amounts and, a description in reasonable detail of the grounds for each such disagreement (each such item or amount as to which the Seller Representative disagrees and set forth in the Earn-Out Dispute Notice, an “Earn-Out Item of Disagreement”). Except for those Earn-Out Items of Disagreement set forth in an Earn-Out Dispute Notice delivered during the Earn-Out Objection Period, the Seller Representative shall be deemed to have agreed with all other items and amounts set forth in such Earn-Out Notice, which items and amounts shall be final, conclusive and binding upon all of the parties hereto. In the event an Earn-Out Dispute Notice is delivered to Indigo the Surviving Company, the Surviving Company and the Seller Representative shall attempt in good faith to resolve such dispute, and any mutual agreement resulting from such good faith attempt shall be final, conclusive and binding on the parties. (g) If the Surviving Company and the Seller Representative, notwithstanding such good faith attempt, fail to resolve such dispute within 15 calendar days after the Seller Representative delivers the Earn-Out Dispute Notice, then the Surviving Company and the Seller Representative jointly shall engage the Independent Expert to resolve any Earn-Out Items of Disagreement that remain unresolved in accordance with the standards set forth in this Section. The Surviving Company and the Seller Representative shall use all reasonable endeavors to cause the Independent Expert to render a written decision resolving the matters submitted to the Independent Expert within 30 calendar days of the making of such submission and each of the Surviving Company and the Seller Representative shall, and shall cause its representatives to, cooperate with the Independent Expert so as to enable it to make its determination as quickly and as accurately as practicable. The Surviving Company and the Seller Representative agree that the engagement of the Independent Expert shall provide that neither party shall have any ex parte communications with the Independent Expert. The Surviving Company and the Seller Representative shall direct the Independent Expert to decide all remaining Earn-Out Items of Disagreement solely based on the terms and standards set forth in this Agreement and the written submissions of the Surviving Company and the Seller Representative and their respective representatives, and shall not be based on independent review, and each of the Surviving Company and the Seller Representative shall have the opportunity to respond in writing to the other’s written submission. The Independent Expert shall only address Earn-Out Items of Disagreement and shall not adjust any amounts or items that are not in dispute by the parties hereto; provided that the amount of any Earn-Out Items of Disagreement and the Earn-Out Payment as so determined by the Independent Expert shall not be greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Prior to the Independent Expert’s final determination under this Section 2.14(g), (A) Parent, on the one hand, and the Seller Representative, on the other hand, shall each pay 50% of any retainer paid to the Independent Expert, and (B) during the engagement of the Independent Expert, the Independent Expert will ▇▇▇▇ 50% of the total charges to each of Parent, on the one hand, and Seller Representative, on the other hand. In connection with the Independent Expert’s final determination under this Section 2.14(g), the Independent Expert shall also determine, pursuant to the terms of this Section 2.14(g) and taking into account all fees and expenses already paid by each of Parent and the Seller Representative, as of the date of such determination, the allocation of its fees and expenses between Parent and the Seller Representative, which such determination shall be conclusive and binding upon the parties hereto. All determinations made by the Independent Expert will be final, conclusive and binding on the parties hereto. (h) The obligations of the Parties under this Section 2.14 shall cease and be of no further force and effect from and after the earliest to occur of (i) the date on which no Qualifying Parent Equityholder, directly or indirectly, owns beneficially or of record any Parent Securities (but subject to satisfaction of any obligations arising at or prior to such time, including any obligation to pay any Earn-Out Payment) and (ii) the date as of which an aggregate amount equal to the Maximum Earn-Out Payment has been paid hereunder. (i) The Parties (including the Seller Representative on behalf of itself in its capacity as a Seller and on behalf of the other Sellers) acknowledge and agree that in connection with the Earn-Out Payment and subject to the final sentence of this Section 2.14(i), (i) the Surviving Company and its post-Closing Affiliates (including Parent) shall have the right to operate its and their respective businesses, in the sole discretion of the Surviving Company and its Affiliates and make all decisions with respect to the Surviving Company and its and its Affiliates’ businesses (including decisions with respect to the commercial viability of a product, development budgets and costs and potential market for products) in the sole discretion of the Surviving Company and its Affiliates; (ii) the Surviving Company and its post-Closing Affiliates (including Parent) shall have no obligation to operate the Surviving Company and its businesses in order to achieve or maximize any amount of Realized Cash Proceeds, the Threshold Amount, or any Earn-Out Payment; (iii) any Earn-Out Payments and the receipt by the Qualifying Parent Equityholders of any Realized Cash Proceeds are speculative and are subject to numerous factors outside the control of the Surviving Company, Parent and their respective Affiliates; (iv) there is no assurance that the Sellers will receive any Earn-Out Payments; (v) none of the Surviving Company, Parent, nor any of the Parent Related Parties owe a fiduciary duty or express or implied duty to the Sellers or the Seller Representative (and any such fiduciary duty is irrevocably waived); (vi) the contingent right of the Sellers to receive any Earn-Out Payment is not an investment in the Surviving Company, Parent or any of its Affiliates and such rights in this Section 2.14 shall not entitle any Seller or the Seller Representative to any rights as an equityholder of the Surviving Company, Parent or any of its Affiliates; (vii) the parties intend the express provisions of this Agreement to govern all of their rights and obligations, if any, with respect to the Earn-Out Payments contemplated by this Section 2.14; (viii) nothing herein will prohibit the Surviving Company, Parent, or their respective Affiliates from engaging in any business or opportunity either with or without the Surviving Company or its Affiliates or acquiring, entering into joint ventures, investing in, or otherwise cooperating with other Persons, including Persons that may have interests adverse to or otherwise compete, directly or indirectly, with the Surviving Company and its Subsidiaries; (ix) neither the Surviving Company nor any of its Affiliates is under any obligation to continue any aspect of the Surviving Company’s and its Subsidiaries’ businesses or to operate the Surviving Company, its Subsidiaries or their respective businesses consistent with past practice; (x) none of the Sellers or the Seller Representative (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 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 any Seller) by wire transfer shall have any right to claim or assert any lost Earn-Out Payment or other damages pursuant to this Agreement or otherwise, including this Section 2.14 as a result of immediately available funds to the bank account designated by Indigo to the Purchaser no later than the consummation of such IPO any conduct, decisions 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 other actions or 2027 Deferred Consideration is due, as applicable, that a member inactions of the Company Group pay some Surviving Company, Parent 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 their respective Affiliates (other than a claim for breach 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(b2.14 to the extent any Earn-Out Payment is payable hereunder and not paid when due and payable); (xi) unless Indigonothing shall prohibit, prevent or otherwise restrict the Surviving Company or any of its Affiliates from incurring any Lien with respect to the Surviving Company or its Affiliates, any equity interest therein or any asset thereof or otherwise restrict the secured party in whose favor such Lien is granted from enforcing its sole and absolute discretion, provides its written consentrights in respect of such Lien. Notwithstanding anything to the contrary herein or otherwise, the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against the Surviving Company, Parent, or any Qualifying Parent Equityholder or any of the Parent Related Parties for payment of any of the Earn-Out Payments is to seek the payment from the Parent or the Company in accordance with this Section 2.14. Parent agrees that it shall not take any action the principal purpose or intent of which is to circumvent or reduce the payments contemplated by this Section 2.14. (j) The rights of the Sellers under this Section 2.14 are personal to each Seller and, notwithstanding anything to the contrary in this Agreement or otherwise, no rights or interests of any Seller under this Section 2.14, including any rights to receive any Earn-Out Payment due pursuant hereto, may be sold, assigned, transferred, in whole or in part by any Seller (other than by operation of Law or the contraryLaws of descent) to any Person and any attempted sale, assignment or transfer shall be null and void ab initio. (k) All payments pursuant to this Section 2.14 shall be treated by the Parties shall treat Purchaser’s obligation to pay the Deferred Consideration as indebtedness for all applicable Tax purposes and shall file all Tax Returns consistent with such Tax treatment as adjustments to the fullest extent permitted Total Merger Consideration, unless otherwise required by Applicable Law.

Deferred Consideration. (a) No later than fifteen (15) calendar days after the end of each calendar month following the Closing (beginning with the calendar month ending December 31, 2008) (each such calendar month period, a “Calculation Period”), Buyer shall prepare and deliver to Seller a written statement (a “Monthly Revenue Statement”) setting forth the amount of Revenue, if any, of the Company for the applicable Calculation Period (the “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) calendar period, any such unpaid amount shall bear interest at a rate of 1% per month (or, as contemplated by Section 2.4(f), 10% per month) until paid. (b) Following any determination pursuant to Section 2.4(c) that an adjustment to the Closing: Preliminary Monthly Deferred Consideration is necessary, then (1) if the Disputed Amount is a positive number, then Buyer shall pay 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) on December 31, 2026the product of (y) the Final Monthly Revenue Amount multiplied by (z) 0.06 minus (ii) the Preliminary Monthly Deferred Consideration (such resulting amount, the Purchaser shall deliver or cause to be delivered to Indigo (on behalf of itself and the other Seller“Disputed Amount”), which is payable to Seller by means of a wire transfer of immediately available funds to the bank an account designated in writing by Indigo Seller, and (2) if the Disputed Amount is a negative number, Seller shall pay such amount to 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 1% per month (or, as contemplated by Section 2.4(f), 10% per month) until paid. (c) Within thirty (30) calendar days after receipt by Seller of a Monthly Revenue Statement (the “Review Period”), Seller may deliver a written notice (an “Objection Notice”) to Buyer of any good faith dispute it has with respect to the Purchaser preparation or content of such Monthly Revenue Statement (it being understood that any such dispute by Seller shall relate solely to Buyer’s 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 any 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 least three 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 (3the “Arbitration Firm”) Business Days prior to December 31resolve such dispute. As promptly as practicable thereafter (and, 2026in any event within fifteen (15) calendar days after 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 submit its response to the Arbitration Firm (with a 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 disputes to be resolved by the Arbitration Firm shall be limited to the unresolved items on the Objection Notice. The determination of the Arbitration Firm shall be conclusive and binding on the Parties. 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 $500,000,000 (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 “2026 Deferred ConsiderationPayoff Amount”); provided that if. Upon Seller’s receipt of the Payoff Amount, on 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 Closing DateCompany’s Software, the closing price of ^SOX is at least $4,415.25, then the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 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 within ten (10) Business Days following the Closing Date; provided, further, that upon an IPO or Company Sale prior to December 31, 2026, the 2026 Deferred Consideration shall be accelerated and the Purchaser shall deliver the 2026 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; and (ii) on December 31transfer, 2027, sale or assignment by Buyer of all or substantially all of the Purchaser shall deliver or cause to be delivered 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 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 assets of the Company Group pay some or all (iii) any Change 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 Control of the Company Group Company, Buyer shall pay to pay some or all of Seller the 2026 Payoff Amount and any 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 consentClosing Amount that Buyer has not previously paid. Notwithstanding anything in this Agreement the foregoing sentence, Buyer shall be entitled to the contrary, the Parties shall treat Purchaser’s (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 indebtedness 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 applicable Tax purposes and shall file all Tax Returns consistent legal fees incurred by Seller in connection with bringing such Tax treatment to the fullest extent permitted by Applicable Lawaction.