Common use of Earn-Out Clause in Contracts

Earn-Out. The Earn-Out Escrow Shares and related Escrow Property shall be held in the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released to the Sellers (along with the Accrued Dividends) in the event that the Purchaser, the Company and their respective Subsidiaries meet the minimum performance requirement in accordance with this Article II. Subject to Article VIII and this Article II, in the event that the Revenue for the calendar year ending December 31, 2017 (the “Earn-Out Period”) exceeds the Earn-Out Target, the Sellers shall collectively be entitled to receive (the “Earn-Out Payment”) (i) from the Earn-Out Escrow Account the Earn-Out Shares and other related Escrow Property and (ii) from the Purchaser the Accrued Dividends on such Escrow Shares. In the event that the Earn-Out Target is not met, the Sellers shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then within five (5) Business Days after such final determination, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends). At the end of the Earn-Out Period, if there is any Escrow Property and/or Accrued Dividends in the Earn-Out Escrow Account which the Sellers are not entitled to receive in accordance with this Article II, such Escrow Property and/or Accrued Dividends will be forfeited by the Sellers and distributed to Purchaser from the Earn-Out Escrow Account in the case of Escrow Property, or retained by the Purchaser, in the case of Accrued Dividends, and within five (5) Business Days after a final determination in accordance with Section 2.2 that at the end of the Earn-Out Period there is such Escrow Property to which the Sellers are not entitled to receive, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release such Escrow Property to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance of the Purchaser, the Company and their respective Subsidiaries for periods including those after the Closing as set forth in this ‎Article II, and that if the requirement for the payment of the Earn-Out Payment as set forth in this Article II is not met in accordance with the terms hereof, the Earn-Out Escrow Shares, the other Escrow Property and the Accrued Dividends will not be paid or delivered to the Sellers, and the Sellers shall have no right to receive such Earn-Out Escrow Shares, related Escrow Property or Accrued Dividends.

Earn-Out. The Earn-Out Escrow Shares (a) By November 28, 2005, Purchaser shall prepare and related Escrow Property shall be held in the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released deliver to the Sellers Sellers' Representatives (along with i) a statement of income (the Accrued Dividends"Income Statement") in the event that the Purchaser, of the Company and their respective its Subsidiaries meet the minimum performance requirement in accordance with this Article II. Subject to Article VIII and this Article II, in the event that the Revenue for the calendar year ending December 31period from July 11, 2017 2005 through October 2, 2005 (the “Earn-Out Period”) exceeds the Earn-Out Targetsuch period, the Sellers shall collectively be entitled to receive (the “Earn-"Earn Out Payment”Test Period") (i) from the Earn-Out Escrow Account the Earn-Out Shares and other related Escrow Property and (ii) from a certificate setting forth total EBITDA for the Purchaser the Accrued Dividends on such Escrow Shares. In the event that the Earn-Earn Out Target is not metTest Period, as adjusted to exclude, in a manner consistent with Schedule 2.07(a) attached hereto, the Sellers impact of any non-recurring income and expenses, including, but not limited to, any costs and expenses related to the Sale/Leaseback Transaction including the incremental GAAP rent payable as a result thereof, the ownership, operation and disposal of the Company's corporate aircraft and Xxxxxx X. Xxxxx'x salary and other employment benefits paid or expensed by the Company, which shall include, but not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then within five (5) Business Days after such final determinationlimited to, the Purchasercosts and expenses for his office located in Barrington, Illinois and reimbursement of his legal fees which shall include the amounts paid by the Company for matters described in 9.01(a)(vi), any Transaction Expenses paid relating to the transaction (including any extraordinary bonuses paid or any transaction expenses of Buyer paid by the Company post-closing including closing fees, debt issuance costs and professional fees), (such amount, as adjusted, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property from the Earn-"Earn Out Escrow Account (and Purchaser shall pay the Accrued DividendsEBITDA"). At the end of the Earn-Out Period, if there is any Escrow Property and/or Accrued Dividends in the Earn-Out Escrow Account which the Sellers are not entitled to receive in accordance with this Article II, such Escrow Property and/or Accrued Dividends will The Income Statement shall be forfeited by the Sellers and distributed to Purchaser from the Earn-Out Escrow Account in the case of Escrow Property, or retained by the Purchaser, in the case of Accrued Dividends, and within five (5) Business Days after a final determination in accordance with Section 2.2 that at the end of the Earn-Out Period there is such Escrow Property to which the Sellers are not entitled to receive, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release such Escrow Property to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance of the Purchaser, the Company and their respective Subsidiaries for periods including those after the Closing as set forth in this ‎Article II, and that if the requirement for the payment of the Earn-Out Payment as set forth in this Article II is not met prepared in accordance with the terms hereofsame accounting policies, practices and judgments as those used to prepare the Earn-Financial Statements. The Sellers' Representatives and their representatives shall have the right to review all work papers and procedures of Purchaser and any representatives of Purchaser used to prepare the Income Statement and to arrive at the Earn Out Escrow Shares, EBITDA and shall have the right to perform any other Escrow Property reasonable procedures necessary to verify the accuracy of the Income Statement and the Accrued Dividends will not be paid or delivered Earn Out EBITDA. Unless the Sellers' Representatives, within 30 Business Days after delivery to the Sellers' Representatives of the Income Statement and the certificate setting forth the Earn Out EBITDA, notify Purchaser in writing that the Sellers' Representatives object to the Income Statement or the Earn Out EBITDA and specify the basis for such objection (as well as the Sellers' Representatives calculation of the disputed line items), such Income Statement and Earn Out EBITDA shall become final and binding upon the parties for the purposes of this Section 2.07. If Purchaser and the Sellers' Representatives are unable to resolve all of the Sellers' Representatives' objections within 20 Business Days after any such notification has been given by the Sellers' Representatives, all remaining matters in dispute shall be submitted to the Independent Accountants. The Independent Accountants shall make a final determination as to all remaining matters in dispute that shall be conclusive and binding on Purchaser and the Sellers. Purchaser and the Sellers shall have no right agree to receive such Earn-Out Escrow Shares, related Escrow Property or Accrued Dividendscooperate with each other and with each other's authorized representatives in order to resolve any and all matters in dispute as soon as practicable.

Earn-Out. The As additional consideration for the Purchased Assets, the Buyer will pay to Seller an earn-out over four (4) years of up to $1,000,000 in cash or stock of Buyer (payment in either cash or stock shall be agreed to by both the Seller and Buyer at such time as the payment may be due), based on certain performance criteria set forth in Schedule 1.4 (the “Earn-Out Escrow Shares Out”), and related Escrow Property shall be held in the Earn-Out Escrow Account and, subject to Article VIII the limitations and this Article IIconditions contained herein. Within 60 days following the conclusion of each 12-month period (September 1, will only be released to the Sellers (along 2012, September 1, 2013, September 1, 2014 and September 1, 2015) , Buyer shall prepare financial statements showing EBITDA with the Accrued Dividends) earn-out above target in the event that the Purchaser, the Company and their respective Subsidiaries meet the minimum performance requirement in accordance with this Article II. Subject to Article VIII and this Article II, in the event that the Revenue for the calendar year ending December 31, 2017 each such period (the “Earn-Out PeriodStatements”) exceeds and deliver them to Seller. Unless there is a disagreement (which shall be resolved as set forth below), Buyer shall promptly make the Earn-Out TargetPayments, if any, in cash via wire transfers of funds to the account of Seller in accordance with Seller’s instructions, or by the issuance of stock should the parties agree that such payment shall be made in stock. Each of the Earn-Out Statements shall be final and binding upon the parties hereto unless Seller shall notify Buyer in writing, not later than ten (10) days from Seller’s receipt of the Earn-Out Statement of a disagreement. Such notice of disagreement shall specify all items as to which there is disagreement, and provide an explanation of the basis for such disagreement. During the ten-day review period, Seller shall have full access to the appropriate Buyer books and records, and to the employees, representatives and agents of Buyer who prepared, or assisted in the preparation of, the Sellers Earn-Out Statement. Seller’s failure to timely notify Buyer in writing of the existence of a disagreement shall collectively be entitled deemed, for all purposes, Seller’s acceptance of the Earn-Out Statement. In the event and to receive the extent that Seller shall timely notify Buyer in writing of a disagreement with an Earn-Out Statement (the “Earn-Out PaymentDisagreement”) (i) from ), the parties hereto shall attempt, in good faith, to resolve such Earn-Out Escrow Account the Earn-Out Shares and other related Escrow Property and (ii) from the Purchaser the Accrued Dividends on such Escrow SharesDisagreement. In the event that the parties are unable to resolve such Earn-Out Target is not met, the Sellers shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then Disagreement within five (5) Business Days after such final determination, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property ten business days from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends). At the end date of receipt by Buyer of notice from Seller of the Earn-Out PeriodDisagreement, if there is any Escrow Property and/or Accrued Dividends in Buyer and Seller shall jointly select an independent public accounting firm to resolve the Earn-Out Escrow Account which Disagreement (the Sellers are not entitled “Accountants”). Each of Seller and Buyer shall submit to receive in accordance with this Article II, such Escrow Property and/or Accrued Dividends will be forfeited by the Sellers and distributed Accountants its proposal to Purchaser from settle the Earn-Out Escrow Account in Disagreement. Further, the case of Escrow Property, or retained by parties shall submit to the Purchaser, in the case of Accrued DividendsAccountants all relevant financial data, and within five (5) Business Days after a the Earn-Out Disagreement shall be submitted for final determination in accordance with Section 2.2 that at and binding arbitration and resolution before representatives of the end Accountants. After completing their review of the Earn-Out Period there is such Escrow Property to which the Sellers are not entitled to receiveDisagreement, the PurchaserAccountants shall resolve each item in dispute and confirm their conclusion in writing to Seller and Buyer. The decision of the Accountants, which shall be confirmed in writing to Seller and Buyer, shall be final and binding upon the OSN Representative parties hereto for all purposes and enforceable in any court of competent jurisdiction. Within ten days following the Seller Representative will provide joint written instructions decision of the Accountants, Buyer shall make the required payment (if any) to the Escrow Agent to release Seller. The fees and costs of the Accountants, if any, in connection with such Escrow Property arbitration shall be shared by Seller and Buyer in inverse proportion to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance relative amounts of the Purchaser, the Company and their respective Subsidiaries for periods including those after the Closing as set forth in this ‎Article II, and that if the requirement disputed amount determined to be for the payment account of Seller and Buyer, respectively. Provided, however, each of the Earn-Out Payment as set forth in this Article II is not met in accordance with Statements may be subject to adjustment based upon the terms hereof, year end (December 31) fiscal audit of Buyer and its facilities by the Earn-Out Escrow Shares, the other Escrow Property and the Accrued Dividends will not be paid or delivered to the Sellers, and the Sellers shall have no right to receive such Earn-Out Escrow Shares, related Escrow Property or Accrued Dividendsindependent accountants for Buyer.

Earn-Out. The (a) No later than 45 days after the last day of Earn-Out Escrow Shares and related Escrow Property Period, Buyer shall be held in the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released deliver to the Sellers (along with the Accrued Dividends) in the event that the Purchaser, the Company and their respective Subsidiaries meet the minimum performance requirement in accordance with this Article II. Subject to Article VIII and this Article II, in the event that the Revenue for the calendar year ending December 31, 2017 Shareholders’ Representative a statement (the “Earn-Out PeriodStatement”) exceeds setting forth, for the Earn-Out TargetPeriod, the Sellers shall collectively be entitled aggregate revenues attributable to receive the operation of the Post-Closing Business during the Earn-Out Period, net of brokerage, marketer’s, finder’s or similar third-party fees or commissions and costs or expenses historically deducted to compute net revenue as set forth on the Company’s Financial Statements (the “Earn-Out PaymentRevenue”) ). The Earn-Out Statement shall have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis as in the Audited Financial Statements (i) from “GAAP”). If the Shareholders’ Representative disagrees with the Earn-Out Escrow Account Revenue as set forth on the Earn-Out Shares and other related Escrow Property and (ii) from the Purchaser the Accrued Dividends on such Escrow Shares. In the event that the Earn-Out Target is not metStatement, the Sellers shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out PaymentShareholders’ Representative may, then within five (5) 15 Business Days after such final determination, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends). At the end receipt of the Earn-Out PeriodStatement, if there is any Escrow Property and/or Accrued Dividends in the deliver a written notice (a “Notice of Earn-Out Escrow Account which Disagreement”) to Buyer setting forth in reasonable detail the Sellers are nature and amount of any disputed item. If Buyer does not entitled to receive in accordance with this Article II, such Escrow Property and/or Accrued Dividends will be forfeited by the Sellers and distributed to Purchaser from the a Notice of Earn-Out Escrow Account in the case of Escrow Property, or retained by the Purchaser, in the case of Accrued Dividends, and Disagreement within five (5) 15 Business Days after a final determination in accordance with Section 2.2 that at receipt by the end Shareholders’ Representative of the Earn-Out Period there is such Escrow Property to which the Sellers are not entitled to receiveStatement, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release such Escrow Property to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof Revenue of the Company reflected therein shall be conclusive and cancel binding (absent manifest error or willful misrepresentation). In addition, any Accrued Dividends payable item not identified in respect the Notice of such Earn-Out Escrow SharesDisagreement as a disputed item as contemplated by this Section 3.10(a) shall be conclusive and binding (absent manifest error or willful misrepresentation). Each Seller acknowledges that such Seller’s right to receive the If Buyer receives a Notice of Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on Disagreement from the performance of Shareholders’ Representative within 15 Business Days after receipt by the Purchaser, the Company and their respective Subsidiaries for periods including those after the Closing as set forth in this ‎Article II, and that if the requirement for the payment Shareholders’ Representative of the Earn-Out Payment Statement, Buyer and the Shareholders’ Representative shall use reasonable efforts to resolve any differences that they may have with respect to the matters specified therein. If Buyer and the Shareholders’ Representative have not resolved all such matters as set forth in this Article II is not met of the 10th Business Day after delivery by the Shareholders’ Representative of the Notice of Earn-Out Disagreement, Buyer and the Shareholders’ Representative shall jointly retain the Independent Accounting Firm to resolve such remaining disagreement in accordance with the terms hereof, the Earn-Out Escrow Shares, the other Escrow Property and the Accrued Dividends will not be paid or delivered to the Sellers, and the Sellers shall have no right to receive such Earn-Out Escrow Shares, related Escrow Property or Accrued DividendsSection 3.10(c).

Earn-Out. The (a) As promptly as practicable after the one year anniversary of the Closing Date, but in no event later than ninety (90) days thereafter, Buyer shall deliver to Seller a statement of income (loss) of the Business as operated by Seller, Buyer or its successors or assigns (the “Earn-Out Escrow Shares and related Escrow Property shall be held Income Statement”) for the period starting on (x) if the Closing Date occurs on or before the fifteenth fiscal day of the month in which the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released to the Sellers (along with the Accrued Dividends) in the event that the PurchaserClosing occurs, the Company and their respective Subsidiaries meet first fiscal day of such month or (y) if the minimum performance requirement Closing Date occurs after the fifteenth fiscal day of the month in accordance with this Article II. Subject which the Closing occurs, the first fiscal day of the month immediately following the Closing Date (the date referred to Article VIII and this Article IIin (x) or (y), in the event “Earn Out Start Date”) until the last fiscal day of the month that is twelve months after the Revenue for the calendar year ending December 31, 2017 Earn Out Start Date (the “Earn-Out Period”), including, without limitation, a calculation of EBITDA (as defined below) exceeds for the Earn-Out Target, the Sellers shall collectively be entitled to receive (the “Period. The Earn-Out Payment”) (i) from the Earn-Out Escrow Account the Earn-Out Shares and other related Escrow Property and (ii) from the Purchaser the Accrued Dividends on such Escrow Shares. In the event that the Earn-Out Target is not met, the Sellers Income Statement shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination prepared in accordance with Section 2.2 that the Sellers are entitled to receive Accounting Standards applied in a manner consistent with the Earn-Out Paymentpreparation of the Interim Statements. The portion of such statement covering the year ended December 31, then within five (5) Business Days after such final determination, 2006 shall be included in the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends)consolidated financial statements audited by Buyer’s accounting firm. At the end of During the Earn-Out Period, if there is Buyer shall use commercially reasonable efforts to operate the Business in the Ordinary Course of Business in a commercially reasonable fashion (including by not taking any Escrow Property and/or Accrued Dividends in action or making any operational changes having the principal purpose of reducing EBITDA) and shall maintain books and records adequate to permit an audit of the Business as a stand-alone division. Without limiting the generality of the foregoing, Buyer agrees and covenants that, during the Earn-Out Escrow Account which Period, (i) Buyer will not divert any business opportunity relating to the Sellers are Products, customers or sales of Products from Buyer to any of Buyer’s Affiliates or other business divisions; (ii) Buyer will continue to manufacture Products so long as, in Buyer’s good faith judgment, sufficient demand exists for such Products (and if Buyer determines that sufficient demand does not entitled to receive in accordance with this Article IIexist, Buyer will provide supporting documentation, such Escrow Property and/or Accrued Dividends as written communication from customers, to that effect), in order to meet such demand; and (iii) all sales of Products, whether effected by Buyer or an Affiliate of Buyer, will be forfeited by the Sellers and distributed to Purchaser from the Earn-Out Escrow Account included in the case calculation of Escrow PropertyEBITDA; provided, or retained by the Purchaser, in the case of Accrued Dividends, and within five (5) Business Days after a final determination in accordance with Section 2.2 however¸ that at the end none of the Earn-Out Period there is such Escrow Property obligations in clauses (i) through (iii) above shall apply to which the Sellers are not entitled any products of a type that Buyer can demonstrate was manufactured by Buyer or an Affiliate of Buyer prior to receive, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release such Escrow Property to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance of the Purchaser, the Company and their respective Subsidiaries for periods including those after the Closing as set forth in this ‎Article II, and that if the requirement for the payment of the Earn-Out Payment as set forth in this Article II is not met in accordance with the terms hereof, the Earn-Out Escrow Shares, the other Escrow Property and the Accrued Dividends will not be paid or delivered to the Sellers, and the Sellers shall have no right to receive such Earn-Out Escrow Shares, related Escrow Property or Accrued DividendsClosing.

Earn-Out. The Earn-Purchaser shall, pursuant to an agreement to be entered into with the Escrow Agent (the "Earn Out Escrow Shares Agreement") deposit the Earn Out Deposit upon the Closing into a segregated interest bearing escrow account (the "Earn Out Escrow Account") to be held by the Escrow Agent for twelve (12) months subsequent to the Closing Date (the "Escrow Term") in accordance with the provisions of Section 16(b)(iv) above and related the provisions hereinbelow set forth. Until such time as the Purchaser sells during the Escrow Property Term Five Hundred (500) of the Company's "Helios" projectors (the "Base Amount") at prices and upon such terms and conditions to be mutually agreed upon by the Purchaser and the Company from time to time, the Company shall not be entitled to any of the Earn Out Deposit. At such time as the Purchaser has effected the sale of the Base Amount during the Escrow Term in the manner described in the immediately preceding sentence, for each sale of a Helios projector or two (2) of the Company's "CRT" projectors sold thereafter during the Escrow Term at a price and upon terms and conditions to be mutually agreed upon by the Purchaser and the Company from time to time (one (1) Helios projector or two (2) CRT projectors, after achieving the Base Amount, is hereinafter referred to as a "Qualifying Unit"), the Company shall be held in entitled to receive from the Earn-Earn Out Escrow Account andan amount equal to .1111% of the Earn Out Deposit until such time as nine hundred (900 ) Qualifying Units have been sold, subject provided, however, that subsequent to Article VIII and this Article IIachieving the Base Amount, will only no more than five hundred (500) Qualifying Units shall be released sales of CRT projectors . Purchaser shall cause the Escrow Agent to pay to the Sellers (along Company the requisite portion of the Earn Out Deposit from the Earn Out Escrow Account at such time and from time to time as the Company is entitled to receive at least $200,000 with respect to sales of Qualifying Units in accordance with the Accrued Dividends) provisions of this Section 19; provided, however, that in the event that Purchaser and the Company enter into certain agreements mutually acceptable to Purchaser and the Company with Xx. Xxxxxxxx Xxxxx and Xxxxx Wellnick pursuant to which the Company is obligated to make certain payments Messrs. Xxxxx and Wellnick, the first such $200,000 payment due and owing to the Company in accordance with the terms and conditions of this Section 19 shall be reduced by up to $150,000 as consideration for any payments made by Purchaser on the Company's behalf to Messrs. Xxxxx and Wellnick pursuant to the aforementioned agreements entered into by the Purchaser and the Company with each of them on or prior to the Closing Date (i.e., by way of example, in the event that this proviso is applicable, and in the event that the Purchaserfirst payment that the Company would be entitled to receive pursuant to this Section 19 would be $210,000, the Company will receive instead $60,000, but will be deemed to have received, for the purposes of this Section 19, $210,000). The Purchaser shall cause any payment required to the made to the Company pursuant to the terms and their respective Subsidiaries meet conditions of this Section 19 to be made promptly subsequent to the minimum performance requirement Company achieving the requisite sales of Qualifying Units. It is agreed and understood that the Earn Out provisions of this Section 19 are subject to sufficient capital being available to effect the sale in accordance with this Article II. Subject to Article VIII a timely manner of Units for which the Company has actually received orders; it being agreed and this Article II, understood that in the event that there is insufficient capital to effect sales of Units for which the Revenue for the calendar year ending December 31, 2017 (the “Earn-Out Period”) exceeds the Earn-Out TargetCompany has actually received orders, the Sellers shall collectively be entitled parties will, in good faith, resolve to receive (modify the “Earn-Out Payment”) (i) from the Earn-Out Escrow Account the Earn-Out Shares and other related Escrow Property and (ii) from the Purchaser the Accrued Dividends on such Escrow Sharesprovisions of this Section 19 as appropriate. In the event that the Earn-Out Target is not metparties are unable to agree upon a resolution with respect to the foregoing, the Sellers matter shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then within five (5) Business Days after such final determination, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends). At the end of the Earn-Out Period, if there is any Escrow Property and/or Accrued Dividends in the Earn-Out Escrow Account which the Sellers are not entitled to receive in accordance with this Article II, such Escrow Property and/or Accrued Dividends will be forfeited by the Sellers and distributed to Purchaser from the Earn-Out Escrow Account in the case of Escrow Property, or retained by the Purchaser, in the case of Accrued Dividends, and within five (5) Business Days after a final determination in accordance with Section 2.2 that at the end of the Earn-Out Period there is such Escrow Property to which the Sellers are not entitled to receive, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release such Escrow Property to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance of the Purchaser, the Company and their respective Subsidiaries for periods including those after the Closing as set forth in this ‎Article II, and that if the requirement for the payment of the Earn-Out Payment as set forth in this Article II is not met resolved in accordance with the terms hereof, the Earn-provisions of Section 21(h) below. The Earn Out Escrow SharesAccount shall automatically terminate and be liquidated on the expiration of the Escrow Term. All interest earned on the Earn Out Deposit and any amount of the Earn Out Deposit remaining upon the termination and liquidation of the Earn Out Escrow Account, including all interest with respect thereto, shall be the other Escrow Property sole and exclusive property of the Purchaser and the Accrued Dividends will not be paid or delivered to the Sellers, and the Sellers Company shall have no right to receive such Earn-rights of any nature whatsoever with respect thereto. Accordingly, the Purchaser shall be responsible for all taxes payable in connection with the interest earned on the Earn Out Escrow Shares, related Escrow Property or Accrued DividendsDeposit.

Earn-Out. The (a) No later than January 31, 2016, the Buyer shall deliver to the Seller a statement (the “Calculation Statement”) setting forth the Buyer’s calculation of the 2015 Net Sales and the amount of the Base Earn-Out Escrow Shares and related Escrow Property shall be held in the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released out Payment payable to the Sellers (along with the Accrued Dividends) in the event that the Purchaser, the Company and their respective Subsidiaries meet the minimum performance requirement Seller in accordance with this Article II. Subject to Article VIII and this Article II, in the event that the Revenue for the calendar year ending December 31, 2017 (the “Earn-Out Period”) exceeds the Earn-Out Target, the Sellers shall collectively be entitled to receive (the “Earn-Out Payment”) (i) from the Earn-Out Escrow Account the Earn-Out Shares and other related Escrow Property and (ii) from the Purchaser the Accrued Dividends on such Escrow Shares. In the event that the Earn-Out Target is not met, the Sellers shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then within five (5) Business Days after such final determination, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends). At the end of the Earn-Out Period, if there is any Escrow Property and/or Accrued Dividends in the Earn-Out Escrow Account which the Sellers are not entitled to receive in accordance with this Article II, such Escrow Property and/or Accrued Dividends will be forfeited by the Sellers and distributed to Purchaser from the Earn-Out Escrow Account in the case of Escrow Property, or retained by the Purchaser, in the case of Accrued Dividends, and within five (5) Business Days after a final determination in accordance with Section 2.2 that at the end of the Earn-Out Period there is such Escrow Property to which the Sellers are not entitled to receive, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release such Escrow Property to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance of the Purchaser, the Company and their respective Subsidiaries for periods including those after the Closing as formula set forth in this ‎Article IISection 7.11(b), and that if below. During the requirement for the payment thirty (30) calendar day period following delivery of the Calculation Statement, the Buyer shall promptly furnish to the Seller such financial, operating and other data and information related to the preparation of the Calculation Statement and the calculation of the 2015 Net Sales and the amount of the Base Earn-Out out Payment as the Seller may reasonably request. Within thirty (30) calendar days after receipt of the Calculation Statement from the Buyer, the Seller must notify the Buyer of any objections to the Buyer’s calculation of the 2015 Net Sales and the Base Earn-out Payment and the basis for such disagreements. If the Seller does not so notify the Buyer within such thirty (30) calendar day period of the Seller’s objections to Buyer’s calculation of the 2015 Net Sales or the amount of the Base Earn-out Payment as set forth in the Calculation Statement, then the 2015 Net Sales and the amount of the Base Earn-out Payment as set forth in the Calculation Statement shall be final hereunder. If the Seller does notify the Buyer within such thirty (30) calendar day period that the Seller of its objection in accordance with this Article II is not met paragraph, then the Buyer and the Seller shall use their good faith efforts to attempt to resolve such disputed items within thirty (30) calendar days after receipt by the Buyer of the Seller’s notice of dispute. If the Buyer and the Seller are unable to resolve the disputed items within thirty (30) calendar days after receipt by the Buyer of the Seller’s notice of dispute, then the Buyer and the Seller shall jointly engage the Accounting Arbitrator (in accordance with the terms hereof, procedure for selecting the Earn-Out Escrow Shares, Accounting Arbitrator set forth in Section 2.2(b)) to resolve finally such disputed items. The scope of the other Escrow Property and the Accrued Dividends will not Accounting Arbitrator’s engagement shall be paid or delivered limited to the Sellersresolution of the disputed items described in the Seller’s notice of dispute, in each case in accordance with GAAP, and the Sellers shall have no right to receive such recalculation, if any, of the 2015 Net Sales and the amount of the Base Earn-Out Escrow Sharesout Payment in light of such resolution; provided, related Escrow Property that the Accounting Arbitrator shall not assign a dollar amount to any item in dispute greater than the greatest dollar amount for such item assigned by the Buyer, on the one hand, or Accrued Dividendsthe Seller, on the other hand (as applicable), or lower than the lowest dollar amount for such item assigned by the Buyer, on the one hand, or the Seller, on the other hand (as applicable). The determination of the Accounting Arbitrator shall be made as promptly as possible and shall be final and binding upon the Parties, absent manifest error. The Buyer and the Seller shall each be permitted to submit such data and information relating to the unresolved disputed items described in the Seller’s notice of dispute to the Accounting Arbitrator as such party deems appropriate. The expenses and fees of the Accounting Arbitrator shall be paid by the Buyer, on the one hand, and the Seller, on the other hand, based upon the percentage that the amount not actually awarded to such party bears to the amount actually contested by such party. The 2015 Net Sales and the amount of the Base Earn-out Payment as finally agreed by the Buyer and the Seller or as determined by the Accounting Arbitrator as described herein shall be the 2015 Net Sales and the amount of the Base Earn-out Payment for all purposes hereof.

Earn-Out. The Earn-Out Escrow Shares and related Escrow Property (a) On or prior to March 31, 2022, Buyer shall (i) deliver or cause to be held in delivered to Seller (A) the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released to audited consolidated balance sheet of the Sellers (along with the Accrued Dividends) in the event that the Purchaser, the Company and their respective Subsidiaries meet the minimum performance requirement in accordance with this Article II. Subject to Article VIII and this Article II, in the event that the Revenue for the calendar year ending Acquired Companies as of December 31, 2017 2021 and the related statements of income, cash flows and stockholders’ equity of the Acquired Companies for the fiscal year then ended (in each case, after giving effect to the Pre-Closing Restructuring as if it had been completed as of December 31, 2020 and including any related notes and the related reports of the independent public accountants), and (B) a statement (the “Earn-Out PeriodStatement”) exceeds setting forth in reasonable detail (1) the Adjusted Consolidated EBITDA for the fiscal year ended December 31, 2021 (the “2021 EBITDA”) and (2) its calculation of the Earn-Out TargetAmount (which calculation shall be based on the 2021 EBITDA and otherwise in accordance with the earn-out calculation example set forth on Section 2.6(a) of the Seller Disclosure Schedules), the Sellers shall collectively be entitled to receive (the “Earn-Out Payment”) (i) from the Earn-Out Escrow Account the Earn-Out Shares and other related Escrow Property and (ii) from the Purchaser the Accrued Dividends on such Escrow Shares. In the event that the Earn-Out Target is not met, the Sellers shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then within five (5) Business Days after such final determination, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends). At the end delivery of the Earn-Out PeriodStatement, if there is any Escrow Property and/or Accrued Dividends pay (or cause to be paid) to Seller, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior thereto, an amount equal to the Earn-Out Escrow Account which the Sellers are not entitled to receive Amount (as determined in accordance with this Article II, clauses (i) through (iii) of Section 2.6(d) hereof) set forth on such Escrow Property and/or Accrued Dividends will be forfeited by the Sellers and distributed to Purchaser from the Earn-Out Escrow Account in the case of Escrow Property, or retained by the Purchaser, in the case of Accrued Dividends, and within five (5) Business Days after a final determination in accordance with Section 2.2 that at the end Statement. After delivery of the Earn-Out Period there is such Escrow Property Statement and other documents contemplated by this Section 2.6(a) to which the Sellers are not entitled to receiveSeller, the PurchaserBuyer shall (i) provide Seller and its Representatives, the OSN Representative and the Seller Representative will provide joint written instructions upon reasonable advance notice, with reasonable access during normal business hours to the Escrow Agent books and records (including relevant work papers and other back-up support for each calculation included therein) used to release such Escrow Property to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from prepare the Earn-Out Escrow Account promptly after its receipt Statement and the employees and accountants of the Buyer or the Acquired Companies involved in the preparation thereof and cancel any Accrued Dividends payable (ii) reasonably cooperate with Seller and its Representatives, including the provision on a reasonably timely basis of all information reasonably requested by Seller and its Representatives in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance of the Purchaser, the Company and connection with their respective Subsidiaries for periods including those after the Closing as set forth in this ‎Article II, and that if the requirement for the payment review of the Earn-Out Payment as set forth in this Article II is not met in accordance with the terms hereof, the Earn-Out Escrow Shares, the other Escrow Property and the Accrued Dividends will not be paid or delivered to the Sellers, and the Sellers shall have no right to receive such Earn-Out Escrow Shares, related Escrow Property or Accrued DividendsStatement.

Earn-Out. The Earn-Out Escrow Shares and related Escrow Property shall be held in the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released to the Sellers (along with the Accrued Dividends) in the event that the Purchaser, the Company and their respective Subsidiaries meet the minimum performance requirement in accordance with this Article II. Subject to Article VIII and this Article II, in the event that the Revenue As additional consideration for the calendar year ending December 31Purchased Assets, 2017 (the “Earn-Out Period”) exceeds the Earn-Out Target, the Sellers Seller shall collectively be entitled to receive (the “Earn-Out Payment”) (i) from with respect to the Earn-Out Escrow Account 12 month period commencing on the Earn-Out Shares first day of the month on or after the Effective Date and other related Escrow Property ending on the last day of the twelfth month thereafter, an amount equal to three (3) times the amount by which Buyer's EBIT for such period exceeds the Base EBIT, if any, and (ii) from with respect to the Purchaser next 12 month period, an amount equal to three (3) times the Accrued Dividends on amount by which Buyer's EBIT for such Escrow Sharesperiod exceeds Base EBIT ("Earn Out Payments"). In Buyer will prepare the event that foregoing EBIT calculations and deliver the Earnsame to Seller within forty-Out Target is not met, the Sellers shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then within five (545) Business Days days after such final determination, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release to the Sellers the Escrow Property from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends). At the end of the Earn-Out Periodtwelve month period for which they are required, if there is any Escrow Property and/or Accrued Dividends in the Earn-Out Escrow Account which the Sellers are not entitled to receive together with a written certification that such calculations have been prepared and calculated in accordance with this Article IIherewith. Thereafter, Seller will conduct a review of these items and notify Buyer not later than thirty (30) days after receipt of such calculations as to whether they are acceptable to Seller. If Seller objects to such calculations and Buyer and Seller are able to resolve their dispute within fifteen (15) days after Seller's objection, such Escrow Property and/or Accrued Dividends calculations (reflecting the resolution) will become final and binding on the parties. If Buyer and Seller are unable to resolve their dispute within fifteen (15) days after Seller's objection, the dispute will be forfeited resolved by the Sellers Independent Accountants. The Independent Accountants will be instructed to perform their services as expeditiously as possible and distributed to Purchaser from the Earn-Out Escrow Account in the case of Escrow Property, or retained by the Purchaser, in the case of Accrued Dividends, and within five (5) Business Days after a final determination in accordance with Section 2.2 that at the end resolution of the Earn-Out Period there is such Escrow Property to which Independent Accountants shall be final and binding on the Sellers are not entitled to receive, parties. The fees and expenses of the Purchaser, Independent Accountants for the OSN Representative resolution of the dispute shall be shared by Buyer and the Seller Representative will provide joint written instructions in inverse proportion to the Escrow Agent to release such Escrow Property to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance respective amounts of the Purchaser, the Company and their respective Subsidiaries for periods including those disputed matters which are resolved in its favor. Within ten (10) days after the Closing as set forth in this ‎Article II, and that if the requirement for the payment amount of the Earn-any Earn Out Payment as set forth in this Article II is not met finally determined in accordance with the terms hereof, the Earn-Out Escrow Shares, the other Escrow Property and the Accrued Dividends will not foregoing it shall be paid or delivered (i) by wire transfer of 75% of such amount in immediately available funds to the Sellersan account designated in writing by Seller, and (ii) by issuance to Seller of shares of New Horizons Stock having an aggregate Fair Market Value equal to 25% of such amount. For purposes of this Section 3.3, "Fair Market Value" of a share of New Horizons Stock shall mean the Sellers shall have no right average per share closing price of New Horizons Stock on the NASDAQ Stock Market (or successor exchange) for the thirty (30) full trading days ending on the last day of the twelve month period with respect to receive which such Earn-Earn Out Escrow Shares, related Escrow Property or Accrued Dividends.Payment was earned. For purposes of this Section 3:

Earn-Out. The Earn-Out Escrow Shares and related Escrow Property (a) Unless at such time the Buyer shall be held in the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released have paid to the Sellers (along with Seller the Accrued Dividends) in aggregate PDR Release Amounts equal to the event that the Purchaser, the Company and their respective Subsidiaries meet the minimum performance requirement PDR Release Target in accordance with the procedures set forth in this Article II. Subject to Article VIII and this Article IISection 2.5, in the event that the Revenue for the calendar year ending December 31, 2017 (the “Earn-Out Period”) exceeds the Earn-Out Target, the Sellers shall collectively be entitled to receive (the “Earn-Out Payment”) (i) from the Earn-Out Escrow Account the Earn-Out Shares and other related Escrow Property and (ii) from the Purchaser the Accrued Dividends on such Escrow Shares. In the event that the Earn-Out Target is not met, the Sellers shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then within five (5) Business Days after such final determinationfollowing CLIC’s filing with the TDI of CLIC’s annual audited statutory financial statements for the calendar years ending each of December 31, 2016 and December 31, 2017, the PurchaserBuyer shall notify the Seller Parties of the APLIC PDR reported therein. At least ten (10) Business Days prior to CLIC’s filing with the TDI of CLIC’s annual unaudited statutory financial statutory statements for the calendar years ending each of December 31, 2016 and December 31, 2017, the OSN Representative Buyer shall provide or cause CLIC to provide to the Seller each such annual unaudited statutory financial in order for the Seller to review and comment on such annual unaudited statutory financial statutory statement, including, if requested by the Seller, all reasonable supporting information in the possession of the Buyer and its Affiliates, including internal work papers, and the Seller Representative will Buyer shall request its independent actuaries and auditors to provide joint written instructions their work papers to the Escrow Agent to release Seller Parties, subject to the Sellers Seller Parties executing a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent actuaries and auditors, as applicable The “PDR Release Amount” for either such year will equal the Escrow Property from the Earn-Out Escrow Account (and Purchaser shall pay the Accrued Dividends). At the end of the Earn-Out Periodpositive amount, if there is any Escrow Property and/or Accrued Dividends in any, equal to (i) the Earn-Out Escrow Account which the Sellers are not entitled to receive in accordance with this Article IInet increase, such Escrow Property and/or Accrued Dividends will be forfeited by the Sellers and distributed to Purchaser from the Earn-Out Escrow Account in the case of Escrow Property, or retained by the Purchaserif any, in the case Statutory Capital of Accrued DividendsCLIC (after taking into account any related decrease in Admitted DTA), and within five solely attributable to the difference between (5x) Business Days after a final determination in accordance with Section 2.2 that at the end APLIC PDR as of the Earn-Out Period there is Closing Date and (y) the APLIC PDR as of December 31 of such Escrow Property subsequent year, minus (ii) the sum of all prior PDR Release Amounts paid by the Buyer to which the Sellers are not entitled to receiveSeller hereunder. For the avoidance of doubt, no PDR Release Amount will be negative, nor will the sum of all PDR Release Amounts exceed the PDR Release Target. Consequently, if the sum of all PDR Release Amounts exceeds the PDR Release Target, the Purchasercurrent year PDR Release Amount shall be reduced by the amount of such excess. So long as the sum of all PDR Release Amounts paid pursuant to Section 2.5(c) by the Buyer to the Seller prior to such date is less than the PDR Release Target, the OSN Representative and amount due to the Seller Representative from the Buyer (such amount, the “Total Payment Amount”) for either such year will provide joint written instructions be equal to the Escrow Agent to release positive amount, if any, of such Escrow Property then current year PDR Release Amount, together with interest thereon accrued at a rate of 3% per annum, calculated from the Closing Date through and including the date of the payment by the Buyer to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed Seller of such current year PDR Release Amount pursuant to Section 2.5(c); provided, that the Total Payment Amount shall be reduced to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right extent, if any, required pursuant to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance of the Purchaser, the Company and their respective Subsidiaries for periods including those after the Closing as set forth in this ‎Article II, and that if the requirement for the payment of the Earn-Out Payment as set forth in this Article II is not met in accordance with the terms hereof, the Earn-Out Escrow Shares, the other Escrow Property and the Accrued Dividends will not be paid or delivered to the Sellers, and the Sellers shall have no right to receive such Earn-Out Escrow Shares, related Escrow Property or Accrued DividendsSection 2.5(e).