Common use of Earn-Out Clause in Contracts

Earn-Out. Subject to the terms and conditions of this Agreement, the Sellers shall be eligible to receive additional consideration in the amount of $20,000,000 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out Date”), the Buyer shall pay to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn Out Payment shall become payable to the Sellers. (b) From the Closing through the Earn Out Date: (i) the Sellers and the Buyer shall owe each other a duty of good faith and fair dealing with regard to the operation of the Company in so far as, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representative.

Earn-Out. Subject (a) In addition to the terms Closing Date Buyer Shares and conditions of this Agreementthe Holdback Shares, the Sellers shall be eligible to receive additional consideration in the amount an earn-out payment of an aggregate of $20,000,000 2,164,451 payable in cash (the “Earn Out Milestone Payment”) based on following the achievement closing if Buyer receives approval of certain business milestones as set forth below. a 505(b)(1) New Drug Application (aor NDA), a 505(b)(2) If New Drug Application (or NDA), a Premarket Approval Application (or PMA) or a 510(k) Premarket Notification by the C▇▇▇ equals or exceeds $16,000,000 U.S. Food and Drug Administration with respect to any product developed by the Company prior to the Closing Date, which, for the avoidance of doubt, shall include any product substantially derived from a product developed by Jade prior to the Closing Date and any other product covered by a claim of a Jade patent filed prior to the Closing Date (the each, an “Earn Out Target”) at December 31, 2016 (the “Earn Out DateFDA Approval”), the Buyer shall pay to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn Out Payment shall become payable to the Sellers. (b) From the Closing through the Earn Out Date: (i) the Sellers and the Buyer shall owe each other a duty promptly notify Seller Representative after an FDA Approval has been received. Within 30 days of good faith and fair dealing with regard notification by Buyer to the operation Seller Representative of the Company in so far as, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto FDA Approval, Buyer shall pay or (b) it is not feasible for such breach cause to be cured within such seven (7) day period, then paid the Earn Out Milestone Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds to a bank account designated by Seller Representative in writing. (c) Subject to the terms of this Agreement and the other Transaction Documents, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company. (d) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.03 (i) the amount of any Post-Closing Adjustment owed to it pursuant to Section 2.05, (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement or any of the other Transaction Documents and (iii) if Buyer enters into a binding license agreement with the University of Utah prior to the Holdback Release Date that is related to negotiations that were initiated by Jade prior to the Closing (the “University Agreement”), an amount equal to $106,502.87. (e) The parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive the Milestone Payment hereunder, and (iii) no interest is payable with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ RepresentativeMilestone Payment.

Earn-Out. (a) Subject to the terms and conditions provisions of this AgreementSection ‎2.7, the Sellers Xcel shall be eligible entitled to receive $2,000,000 of additional consideration in the amount of $20,000,000 (the “Earn Earn-Out PaymentAmount”) based on from Buyer if both of the achievement of certain business milestones as set forth below. (a) If following are achieved during the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at period from January 1, 2023, through December 31, 2016 2023, inclusive: (i) the Company receives Net Royalty Revenue in an amount equal to or greater than $17,500,000, and (ii) the Company generates EBITDA in an amount equal to or greater than $11,800,000 (conditions (i) and (ii) collectively, the “Earn Earn-Out DateEvent”). Buyer shall promptly notify Seller if the Earn-Out Event has been achieved. If either condition constituting the Earn-Out Event is not met, the Buyer shall pay Earn-Out Amount will not be due and payable. If the Earn-Out Event does not occur on or prior to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than 2023, the Earn Earn-Out TargetAmount will not be due and payable. If the Earn-Out Amount becomes due and payable, no Earn Buyer shall pay, or cause to be paid, the Earn-Out Payment shall become payable Amount to Xcel on or before February 15, 2024, by wire transfer of immediately available funds to the Sellersaccount designated by Xcel. (b) From In the Closing through event that, notwithstanding the Earn fact that Buyer has not provided Seller notice of achievement of the Earn-Out Date: (i) Event as provided in Section ‎‎2.7(a), Seller believes that the Sellers Earn-Out Event has been achieved by the Company, then Seller shall so notify Buyer in writing and the Buyer and Seller shall owe each other a duty of attempt to resolve such dispute by good faith and fair dealing with regard to the operation negotiations during a period of the Company in so far as, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment30 days. If the Seller and Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of are unable to resolve such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured dispute within such seven (7) 30-day period, then either Seller or Buyer may commence arbitration proceedings within 30 days of the Earn Out Payment shall become immediately due and payable from the Buyer end of such 30-day period by making a written request to the Sellers American Arbitration Association, together with any appropriate filing fee. Such arbitration shall be conducted exclusively in New York, New York, before an arbitral tribunal of between one and three arbitrators as Seller and Buyer agree. If such Parties cannot agree on the number of arbitrators, there shall be three arbitrators. The arbitrator(s) shall be disinterested, shall have knowledge of the legal, financial, corporate and technical issues relevant to the matters in dispute and shall otherwise be chosen in the manner provided in the AAA arbitral rules. Any order or determination of the arbitration shall be final and binding upon the parties to the arbitration. Any arbitration award shall not include attorney’s fees or other costs, and each party shall share equally the fees and expenses owed to the arbitrator(s). Notwithstanding any provision in this Agreement to the contrary, each Party shall be entitled to institute litigation in accordance with this Agreement on the assumed basis Section ‎11.12 immediately if litigation is necessary to prevent irreparable harm to that the Earn Out Target had been met in fullParty. (c) The Earn right to receive any potential Earn-Out Payment Amount (i) is expressly conditioned upon solely a contractual right and is not a security for purposes of any federal or state securities Laws, (ii) will not be represented by any form of certificate or instrument, (iii) does not give, directly or indirectly, Seller any rights as an equity holder of, or rights to acquire any equity of, the continued employment Company, Buyer or any of R▇▇▇▇▇ ▇▇▇▇▇▇▇their Affiliates, R▇▇▇▇ ▇▇▇▇ including any distribution rights, voting rights, liquidation rights, preemptive rights, anti-dilution rights or other rights common to holders of equity securities, (iv) is not redeemable and J(v) may not be transferred, except with the consent of Buyer or by operation of Law (and any transfer or assignment in violation of this Section ‎‎2.7(c) shall be null and void ab initio). (d) During the period beginning on the Closing Date and ending on January 31, 2023 (the “Earn-Out Period”), subject to each of (x) the Joint Venture Agreement, (y) the Design, Interactive Television, and Talent Services Agreement and (z) the Brand Support Services Agreement, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company, provided, that, during the Earn-Out Period, Buyer shall, and shall cause any of its Affiliates to (i) use commercially reasonable efforts to operate and support the Company; (ii) act in good faith and not take any action, or refrain from taking any action, that it is reasonably highly likely to cause the Earn-Out Event not to occur; (iii) materially breach, terminate or materially amend any Contributed Contract, in each case, that it is reasonably highly likely to cause the Earn-Out Event not to occur; or (iv) terminate the services of I▇▇▇▇ ▇▇▇▇▇▇▇ (eachwithout cause, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed as reasonably determined by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonablyfaith. (e) If earned, The Parties agree to treat the Earn Earn-Out Payment will be Amount paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Paymentto Xcel, if any, shall be payable by the Buyer made pursuant to this Section ‎2.7 as an adjustment to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000Purchase Price for Tax purposes, divided except as otherwise required by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representativeapplicable Tax Law.

Earn-Out. Subject to (a) Promptly following the terms and conditions finalization of this AgreementParent’s audited financial results for the year ended on December 31, the Sellers shall be eligible to receive additional consideration in the amount of $20,000,000 2021 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out Measurement Date”), and in any event no later than April 30, 2022, Purchaser shall determine whether or not a Full Earn-Out Consideration Event or Partial Earn-Out Consideration Event has occurred (the Buyer “Earn-Out Determination”) and shall pay provide written notice of such determination to Seller, which notice shall include the Realized CM (as defined below) (the “Earn-Out Notice”). Upon receipt of the Earn-Out Notice, Seller (and to the Sellers extent reasonably requested, its Representatives) will be given reasonable access upon reasonable notice to Purchaser’s (or the Earn Out Payment. In the event that the C▇▇▇ at December 31applicable Purchaser Designee’s) relevant books, 2016 is less than the Earn Out Targetrecords, no Earn Out Payment shall become payable workpapers and personnel related to the Sellersinformation and calculations used to calculate the Realized CM (subject to customary confidentiality, hold harmless or release agreements related to such access) during business hours for the limited purpose of verifying such amount. (b) From If Purchaser does not receive any written objections from Seller to the Closing through amount of the Earn Realized CM or Purchaser’s Earn-Out Date: (i) Determination within 30 days following Purchaser’s delivery of the Sellers Earn-Out Notice to Seller then Seller shall be deemed to have no objection to the Realized CM and the Buyer shall owe each other a duty of good faith and fair dealing with regard to the operation of the Company in so far as, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Earn-Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breachDetermination, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following Parties. If Seller does not agree that the Earn-Out Notice contains the correct Earn-Out Determination Seller shall promptly (but not later than 30 days after the delivery thereof unless of the Sellers’ Representative gives Earn-Out Notice) give written notice to Purchaser of disagreement with such Statement any objections thereto (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify describing in reasonable detail the nature of any the disagreement so asserted), and include all supporting schedulesundisputed amounts with respect to such calculation shall thereupon become binding, analysesfinal and conclusive upon the Parties and enforceable in a court of law, working papers absent manifest error or fraud. Purchaser and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will Seller shall negotiate in good faith to resolve any differences which they may have disputes and agree upon the resulting calculations in such statement. If Seller and Purchaser resolve such disputes within 30 days after the applicable written notice of objection is delivered by Seller to Purchaser (any such period, an “Earn-Out Reconciliation Period”), the applicable calculation and resulting Realized CM and Earn-Out Determination shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all Parties and enforceable in a court of law, absent manifest error or fraud. If Seller and Purchaser cannot resolve the disputed items within the Earn-Out Reconciliation Period, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the matters specified applicable calculation and determination as promptly as practicable, but in no event later than 30 days following the Parties’ referral to the Independent Accountant. Purchaser and Seller shall each furnish to the Independent Accountant such Notice of Disagreement. Ifwork papers, at schedules, and other documents and information relating to the end of such forty-five (45) day period (or such longer mutually agreed period), unresolved disputed items as the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution AuditorIndependent Accountant may reasonably request. The Sellers’ Representative and Independent Accountant shall resolve the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such disputed items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on the applicable definitions and other terms in this Agreement and the presentations by the Buyer Purchaser and the Sellers’ RepresentativeSeller, and not by independent review, only those issues in . The resolution of the dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound resulting calculation by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become Independent Accountant shall be final and binding on the partiesParties, absent manifest error or fraud and any Earn-Out Consideration due shall be paid in accordance with Section 2.9(g) hereof. The feesPurchaser, costs on the one hand, and the Seller, on the other hand, shall bear that percentage of the fees and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share Independent Accountant equal to the fraction multiplied proportion (expressed as a percentage and determined by the average closing trading price noted in clause (BIndependent Accountant) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellersdollar value of the disputed amounts determined in favor of the other party by the Independent Accountant. In the event of any court proceedings arising out of the Earn-Out Notice the prevailing party shall be entitled to recover its attorneys’ Representative consistent fees and other costs incurred in connection with such proceedings. For the allocations set forth on Exhibit B heretoavoidance of doubt, the Independent Accountant shall act as an expert, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), not as directed by the Sellers’ Representativean arbitrator.

Earn-Out. Subject (i) As additional consideration for the Purchased Shares, the Purchaser will pay to the terms and conditions of this AgreementSeller, the Sellers shall be eligible to receive additional consideration an earn out payment in the amount of $20,000,000 US$2,250,000.00 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out Date”that is calculated in accordance with Schedule 1.2(b)(i), the Buyer shall pay to the Sellers . During the Earn Out Payment. In Period, the event that Purchaser agrees to conduct the C▇▇▇ at December 31, 2016 is less than business of the Acquired Companies in good faith and will not take any actions to reduce the revenues of the Acquired Companies or increase the expenses of the Acquired Companies primarily in order to prevent the Earn Out Target, no Earn Out Payment shall become payable from being paid to the SellersSeller. (b) From the Closing through the Earn Out Date: (i) the Sellers and the Buyer shall owe each other a duty of good faith and fair dealing with regard to the operation of the Company in so far as, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving If the Earn Out Target or Payment is owed, the Purchaser will pay the Earn Out Payment to the Seller within five (B5) cause Business Days after the Company to dissolve, wind up or liquidate; anddetermination by the Purchaser that the Earn Out Payment is owed in accordance with this Section 1.2(b). (iii) on a monthly basisAfter Closing, the Buyer Purchaser will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail Seller monthly financial statements for the C▇▇▇ as of such date for review and comment. If Acquired Companies during the Buyer breaches any of twenty-four (24) months after the covenants set forth in Sections 1.7(b)(i) Closing Date (or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then until the Earn Out Payment shall become immediately due and payable from is earned, if sooner). Such financial statements will be delivered within five (5) Business Days after the Buyer to preparation of U.S. GAAP-based financial statements for the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in fullrelevant month. (iv) Each of the following will constitute an “Acceleration Event”: (a) failure by the Purchaser to pay any amount when due under this Agreement unless the Purchaser is contesting the payment of such amount in good faith, (b) the Purchaser or any of the Acquired Companies suffers or incurs a Liquidation Event, (c) The Earn Out Payment is expressly conditioned upon termination by the continued employment Purchaser of Rthe ▇▇▇▇▇ ▇▇▇▇▇▇▇Employment Agreement other than for “cause”, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ as such term may be defined in such agreement, or (each, an “Earn Out Employee”d) with the Company through the Earn Out Date. In the event that at least one (1) a Change in Control of the Earn Out Employees is not employed Purchaser. (v) (x) The Parties acknowledge that certain accounts payable from ESPA in the amount of US$367,686.00, as disclosed on Schedule 3.6, will be reclassified as income. Any and all Taxes arising out of such reclassification will be offset by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, Purchaser against the Earn Out Payment shall be zero to the extent such Taxes are paid by the Purchaser (0) and all or any of the Sellers shall forfeit Acquired Companies) after the Closing. Notwithstanding any rights they may have other provisions of this Agreement to receive the contrary, the Purchaser will not be entitled to assert a claim for Damages under Section 8 with respect to such Taxes to the extent the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordinglyreduced. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representative.

Earn-Out. Subject (a) In addition to the terms Closing Date Buyer Shares and conditions of this Agreementthe Holdback Shares, the Sellers shall be eligible to receive additional consideration in the amount of $20,000,000 earn-out payments (the “Earn Out PaymentMilestone Payments”) based on following the achievement closing, to be paid in cash and/or shares of certain business milestones as set forth below. Buyer Preferred Stock (aor, to the extent Buyer receives stockholder approval prior to the applicable issuance date, shares of Buyer Common Stock) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out TargetMilestone Shares” and, together with the Closing Date Buyer Shares and the Holdback Shares, the “Buyer Shares”) at December 31the sole discretion of Buyer, 2016 upon occurrence of the following events (each, a “Milestone”): (i) $4,750,000 if Buyer initiates, through the enrollment and randomization of a first patient into the first Phase III pivotal study of any Company Product with the FDA (an “Earn Out DateInitiation), provided that, for the avoidance of doubt, a Milestone Payment shall only be payable with respect to the first Initiation to occur; and (ii) $4,750,000 if Buyer receives approval of a 505(b)(1) New Drug Application (or NDA) or a 505(b)(2) New Drug Application (or NDA) by the FDA with respect to any Company Product (each, an “FDA Approval”), provided that, for the Buyer avoidance of doubt, a Milestone Payment shall pay only be payable with respect to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn Out Payment shall become payable first FDA Approval to the Sellersoccur. (b) From Buyer shall promptly notify Sellers in writing after an Initiation has occurred or an FDA Approval has been received. Within 30 days of notification by Buyer to Sellers of the Closing through receipt of a FDA Approval or the Earn Out Date: occurrence of an Initiation, Buyer shall pay or cause to be paid the applicable Milestone Payment either (i) in cash by wire transfer of immediately available funds to bank accounts designated by Sellers in writing in the amount set forth next to each Seller’s name on Exhibit A-1, and/or (ii) by the issuance of Milestone Shares issued to the Sellers that are convertible, with respect to each Seller, into a number of Buyer Common Shares determined by dividing (A) the applicable dollar amount of the Milestone Payment set forth next to such Seller’s name on Exhibit A-1 by (B) the VWAP Price as of the date when the achievement of the applicable Milestone is first publicly announced, provided, however, that such resulting per-share price shall not be less than $2.4725 and shall not be greater than $4.5917. (c) Subject to the terms of this Agreement and the Transaction Documents, subsequent to the Closing, Buyer shall owe each other a duty of good faith and fair dealing have sole discretion with regard to all matters relating to the operation of the Company in so far asCompany. Notwithstanding the foregoing, in Buyer shall use its Commercially Reasonable Efforts to reach each Milestone. (d) In case and only to the case extent the value of the Holdback Shares does not entirely cover the Buyer's Losses, that relates Buyer shall have the right to withhold and set off against any amount otherwise due to be paid or issued pursuant to this Section 2.03 (i) the ability amount of the Company any Post-Closing Adjustment owed to achieve the Earn Out Target as of the Earn Out Date andit pursuant to Section 2.05, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the amount of any claim for indemnification or payment of damages to which Buyer shall not (A) take may be entitled under this Agreement. Additionally, any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach amount otherwise due to be cured within such seven paid or issued pursuant to this Section 2.03 shall be reduced by (7i) day period, then the Earn Out Payment shall become immediately due and any Milestone Payments payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ Laboratoires L▇▇▇▇▇▇▇ Mediolanum S.A.S. (each, an “Earn Out EmployeeMediolanum”) in connection with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed termination by the Company or another Affiliate following the Closing of the Buyer (other than as a result of termination of his employment by License Agreement between the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Dateand Mediolanum dated November 17, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause2014, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date amended (the “StatementMediolanum Agreement”). During , and (ii) any Milestone Payment (the forty-five “Torreya Milestone Payment”) payable to Torreya Partners (45Europe) day period following receipt LLP (“Torreya”) pursuant to the terms of the StatementEngagement Letter between Torreya and the Company dated as of January 28, 2018, as amended (the “Torreya Agreement”), which payment shall be deemed a Transaction Expense hereunder. To the extent the Buyer elects to make a Milestone Payment in Milestone Shares, the Sellers’ Representative value per Milestone Share for purposes of withholding and an accounting firm selected by setting off pursuant to this Section 2.03(d) shall be calculated using the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement same methodology and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles limitations set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonablySection 2.03(b)(ii)(B). (e) If earnedThe parties hereto understand and agree that (i) the contingent rights to receive the Milestone Payments shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, by charitable donation to a non-profit entity or by assignment to a family corporation or similar entity, and do not constitute an equity or ownership interest in Buyer or the Earn Out Payment will be paid Company, (Aii) if no Notice Sellers shall not have any rights as securityholders of Disagreement has been delivered by Buyer or the Company as a result of Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of contingent right to receive the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016Milestone Payments hereunder, and (Biii) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that no interest is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ RepresentativeMilestone Payments.

Earn-Out. Subject In addition to the Purchase Price paid at Closing and any Inventory Adjustment, SELLER shall also be entitled to receive from BUYER an additional payment (the "Earn-Out Payment") on the following terms and conditions of this Agreement, the Sellers shall be eligible to receive additional consideration in the amount of $20,000,000 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below.conditions: (a) If the C▇▇▇ equals Net Sales by BUYER and any of its Affiliates of the Products in the countries in which the Products are sold as of the Closing Date, or in which the Products have been presented for possible sale and which are listed on SCHEDULE 2.3(a), as determined by BUYER in accordance with its standard accounting procedures, which are described on SCHEDULE 2.3(b), exceeds $16,000,000 any of the levels set forth on SCHEDULE 2.3(b) (the “Earn Out Target”"Sales Levels") at for each of the calendar years ended December 31, 2016 2001 and 2002 (the “Earn "Earn-Out Date”Periods"), the Buyer shall pay to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn BUYER will make an Earn-Out Payment for the respective year based upon the Sales Level achieved in that year calculated as provided in SCHEDULE 2.3(b). BUYER shall become payable prepare or cause its regular outside accountants to prepare a statement of Net Sales for each such calendar year (the Sellers. (b"Annual Statement") From the Closing through the Earn Out Date: (i) the Sellers and the Buyer shall owe each other together with a duty of good faith and fair dealing with regard to the operation calculation of the Company in so far as, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Earn-Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of Payment for such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breachyear, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due statement and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment calculation shall be zero (0) and all of the Sellers shall forfeit any rights they may have delivered to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the SELLER within forty-five (45) day period days following receipt the end of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating each applicable calendar year. In addition to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) foregoing, BUYER shall provide to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so assertedSELLER, and include all supporting schedules, analyses, working papers and other documentation. During the within forty-five (45) day period days following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of each quarterly period during the Earn-Out Periods (excluding, however the last quarter of such forty-five (45) day period (or such longer mutually agreed periodcalendar year), the Sellers’ Representative a statement of Net Sales for such quarterly period prepared from BUYER'S books and the Buyer have records in its customary manner. Such quarterly statements shall be provided for SELLER'S information only, and shall not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain bind BUYER or its accountants in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination their preparation of the Dispute Resolution Auditor will be final Annual Statements and binding upon the parties and that judgment may be entered upon the determination their calculation of the Dispute Resolution Auditor Earn-Out Payment. SELLER or its representatives shall have the right to inspect the books and records of BUYER, at BUYER'S principal office, upon reasonable notice and at a mutually convenient time, as SELLER may reasonably require in order to verify the accuracy of any court having jurisdiction over such statements delivered by BUYER. (b) SELLER shall have thirty (30) days to review the party against which such determination is Annual Statement (as well as the accountants' work papers related thereto) and calculation and to be enforcedobject thereto in writing; provided, however, that such objection may only go to whether the scope calculation was carried out in conformity with BUYER'S standard procedures, and may not go to the validity of such procedures. If the parties are unable to resolve SELLER'S objections to the Annual Statement and calculation within fifteen (15) days after SELLER submits such objections to BUYER, they or either of them shall submit a statement of unresolved differences together with a proposed calculation of the disputes Earn-Out Payments to the Accountants for a binding and nonappealable determination to be resolved by the Dispute Resolution Auditor is limited to only rendered within thirty (30) days after such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreementsubmission. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs All fees and expenses of the Dispute Resolution Auditor Accountants incurred in such capacity shall be borne billed to and shared equally by the Buyer SELLER and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonablyBUYER. (ec) If earned, In no event shall the Earn Earn-Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall exceed (i) with respect to the portion of the Earn Out Payment payable in cash$4,000,000 for any calendar year, pay by wire transfer of immediately available funds and or (ii) with respect to the portion of the Earn Out Payment payable $6,500,000 in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representativetotal.

Earn-Out. Subject (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 terms and conditions Business as operated by Seller, Buyer or its successors or assigns (the “Earn-Out Income Statement”) for the period starting on (x) if the Closing Date occurs on or before the fifteenth fiscal day of this Agreementthe month in which the Closing occurs, the Sellers shall be eligible first fiscal day of such month or (y) if the Closing Date occurs after the fifteenth fiscal day of the month in which the Closing occurs, the first fiscal day of the month immediately following the Closing Date (the date referred to receive additional consideration in the amount of $20,000,000 (x) or (y), the “Earn Out PaymentStart Date”) based on until the achievement last fiscal day of certain the month that is twelve months after the Earn Out Start Date (the “Earn-Out Period”), including, without limitation, a calculation of EBITDA (as defined below) for the Earn-Out Period. The Earn-Out Income Statement shall be prepared in accordance with the Accounting Standards applied in a manner consistent with the preparation of the Interim Statements. The portion of such statement covering the year ended December 31, 2006 shall be included in the consolidated financial statements audited by Buyer’s accounting firm. During the Earn-Out Period, 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 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 Period, (i) Buyer will not divert any business milestones opportunity relating to the 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 exist, Buyer will provide supporting documentation, such as set forth belowwritten 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 included in the calculation of EBITDA; provided, however¸ that none of the obligations in clauses (i) through (iii) above shall apply to any products of a type that Buyer can demonstrate was manufactured by Buyer or an Affiliate of Buyer prior to Closing. (ab) If Following the C▇▇▇ equals or exceeds $16,000,000 one year anniversary of the Closing Date, each of Buyer and Seller shall give the other party reasonable access at all reasonable times to the properties, books, records and personnel of the Business for purposes of preparing, reviewing and resolving any disputes concerning the Earn-Out Income Statement. Seller shall have 30 days following the delivery to Seller of the Earn-Out Income Statement during which to provide written notice to Buyer of any dispute of any item contained in the Earn-Out Income Statement (the “Earn Earn-Out Target”) at December 31, 2016 (the “Earn Out DateObjection Notice”), which notice shall set forth in reasonable detail the basis for such dispute and Seller’s calculation of EBITDA for the Earn-Out Period. If Seller fails to provide an Earn-Out Objection Notice to Buyer within such 30-day period, the Earn-Out Income Statement shall pay to be conclusive and binding on the Sellers the Earn Out PaymentParties. In the event that Seller shall provide an Earn-Out Objection Notice to Buyer within such 30-day period, Buyer and Seller shall cooperate in good faith to resolve the C▇▇▇ at December 31dispute as promptly as possible and agree upon a mutually satisfactory income statement which reflects EBITDA for the Earn-Out Period. If Seller timely provides an Earn-Out Objection Notice to Buyer, 2016 is less than and if Buyer and Seller are unable to resolve such objections within 30 days of Buyer’s receipt of the Earn Earn-Out TargetObjection Notice, no Earn Out Payment Buyer and Seller shall become payable submit the items remaining in dispute to the Sellers. (b) From Independent Accountant; provided, however, that the Closing through Independent Accountants shall be limited to selecting either the Earn EBITDA amount reflected on Buyer’s Earn-Out Date: (i) Income Statement or the Sellers and EBITDA amount reflected on the Buyer shall owe each other a duty of good faith and fair dealing with regard Earn-Out Objection Notice submitted by Seller. If issues are submitted to the operation of the Company in so far asIndependent Accountants for resolution, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take Buyer and Seller shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any action material relating to the disputed issues and to discuss the issues with the specific intent of preventing the Company from achieving the Earn Out Target or Independent Accountants; (B) cause Buyer and Seller shall instruct the Company Independent Accountants to dissolvemake their determination based solely on such materials presented by Buyer and Seller (i.e., wind up or liquidate; and (iiinot on the basis of an independent review) on and to resolve the dispute with respect to each such specified item and amount in accordance with the Accounting Standards, applied in a monthly basis, manner consistent with the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any preparation of the covenants Interim Statements, and in accordance with the definition of EBITDA set forth in Sections 1.7(b)(ithis Agreement; (C) the determination of EBITDA for the Earn-Out Period by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Seller within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute (or 1.7(b)(iias soon thereafter as practicable), then shall be final, binding and conclusive on the Sellers’ Representative parties; and (D) the fees and costs of the Independent Accountants shall provide be borne (x) by Seller if the Independent Accountants select Buyer’s calculation of EBITDA for the Earn-Out Period reflected on the Earn-Out Income Statement, or (y) by Buyer, if the Independent Accountants select Seller’s calculation of EBITDA for the Earn-Out Period reflected on the Earn-Out Objection Notice. The Earn-Out Income Statement, either as agreed to by Buyer with written notice thereof and Seller or as determined by the Independent Accountants pursuant to this paragraph, shall be final and binding and shall be referred to as the “Final Earn-Out Income Statement” for the respective Earn-Out Period. Any amounts to be paid pursuant to §2.7(d) below shall be paid within fifteen (a “Default Notice”) within seven (715) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) determination of the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible Final Earn-Out Income Statement for such breach to be cured within such seven (7) day period, then the Earn Earn-Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in fullPeriod. (c) The Earn No objection may be raised and no adjustment may be proposed to any entry or item contained in the Earn-Out Payment is expressly conditioned upon Income Statement or the continued employment calculation of R▇▇▇▇▇ ▇▇▇▇▇▇▇EBITDA (as defined below), R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with except on the Company through the Earn Out Date. In the event grounds that at least one (1) of the Earn Out Employees such item or entry is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions provisions of this Agreement or the Accounting Standards, applied in a manner consistent with the preparation of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordinglyInterim Statements, or that such item or entry contains a mathematical error. (d) Within sixty (60) days after For the Earn Earn-Out DatePeriod, the Buyer will prepare and deliver shall pay to Seller, as an adjustment to the Sellers’ Representative a statement setting forth Purchase Price, in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement immediately available funds to a Dispute Resolution Auditor. The Sellers’ Representative and the United States bank account designated to Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor by Seller in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: writing at least two (a2) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day Business Days prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuablesuch payment, the Buyer shall make product (the “Earn-Out Amount”) of (i) the excess, if a cash payment in respect positive number, of such fractional share equal to (A) EBITDA for the fraction multiplied by the average closing trading price noted in clause Earn-Out Period over (B) above. The Earn the Earn-Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B heretoThreshold (as hereinafter defined), and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay multiplied by wire transfer of immediately available funds and (ii) with respect 5; provided, however, that in no event shall the Earn-Out Amount exceed $10,000,000. The “Earn-Out Threshold” shall initially mean $5,000,000, subject to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), adjustment as directed by the Sellers’ Representativeprovided below.

Earn-Out. Subject to (a) As additional consideration for the terms Company Stock, if the consolidated EBITDA of the Company and conditions of this Agreementits Subsidiaries for the fiscal year ending March 31, 2020 (the Sellers “Calculated EBITDA”) is greater than $4,300,000, then Sellers, collectively, shall be eligible entitled to receive an additional consideration cash payment in the amount of: (i) $3,000,000, multiplied by (ii) the EBITDA Multiplier (the result of $20,000,000 (such calculation, the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out Date”), the Buyer shall pay . Notwithstanding anything to the Sellers contrary, in no event shall the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn Out Payment shall become payable to the Sellersexceed $3,000,000. (b) From the Closing through the Earn Out Date: (i) the Sellers and the On or before May 1, 2020, Buyer shall owe each other a duty of good faith and fair dealing with regard to the operation of the Company in so far as, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement (the “Calculation Report”) setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any Buyer’s calculation of the covenants Calculated EBITDA (the calculations set forth in Sections 1.7(b)(i) or 1.7(b)(ii)the Calculation Report, then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment Calculation”). The Earn Out Calculation shall become immediately due and payable from the Buyer to the Sellers be made in accordance with the terms of this Agreement on Agreement. Buyer shall, and shall cause the assumed basis that Company, its Subsidiaries and their respective officers, employees, consultants, accountants and agents to (x) reasonably cooperate with the Earn Out Target had been met Representative and its accountants in fullconnection with its review of the Calculation Report and the preparation of the Dispute Notice and (y) provide any books, records and other information reasonably requested by the Representative and its accountants in connection therewith or in connection with resolving any Dispute Notice. (c) The Earn Out Payment is expressly conditioned upon If the continued employment Representative notifies Buyer of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ a dispute in writing (each, an a “Earn Out EmployeeDispute Notice”) with the Company through the Earn Out Date. In the event that at least one within twenty (120) Business Days of delivery of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior Calculation Report with respect to the Earn Out Date) on or before the Earn Out DateCalculation, the Earn Out Payment Representative and Buyer shall meet promptly following the issuance of a written notice of dispute and attempt to resolve the dispute. If a Dispute Notice is not delivered to Buyer within twenty (20) Business Days after delivery of the Calculation Report, then the Calculation Report as originally delivered by Buyer shall be zero (0) final, binding and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed non-appealable by the Company or such Affiliate through the Earn Out DateParties. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. Buyer are unable to reach a resolution within thirty (d) Within sixty (6030) days after the Earn Out Datereceipt by Buyer of a Dispute Notice, the Representative and Buyer will prepare and deliver shall submit the dispute for resolution to the Sellers’ Representative Independent Auditor, which shall be instructed to set forth a statement setting forth in reasonable detail the C▇▇▇ as procedure to provide for prompt resolution of the Earn Out Date matter and, in any event, to make its determination in respect of such dispute within thirty (the “Statement”). During the forty-five (4530) day period days following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstancesits retention. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end Independent Auditor’s determination of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative dispute shall be deemed to be an arbitration award and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties Parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforcednon-appealable; provided, however, that the scope of the disputes no such determination with respect to be resolved by any item reflected in the Dispute Resolution Auditor Notice shall be any more favorable to Buyer than is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater Calculation Report or any more favorable to the Representative than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by is proposed in the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the partiesNotice. The fees, costs and expenses of the Dispute Resolution Independent Auditor shall be borne equally by the Buyer Representative, on the one hand, and SellersBuyer, unless on the Dispute Resolution other hand, based on the inverse of the percentage of the amounts that the Independent Auditor determines otherwise on in such Party’s favor bears to the basis that any party has acted unreasonablyaggregate amount of the total items in dispute as originally submitted to Independent Auditor. (ed) If earned, Within ten (10) Business Days following the final determination of the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment1.06, if any, shall be payable by the Buyer an amount is owed to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock pursuant to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000Section 1.06(a), divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the then Buyer shall make a cash payment in respect of pay to each Seller such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay Seller’s Pro Rata Percentage by wire transfer of immediately available funds funds. Buyer and each Seller hereby agree that any Earn Out Payment earned hereunder shall be deemed to be part of the “Cash Payment” paid by Buyer in respect of the Company Stock. (e) From the date hereof until March 31, 2020, the Company and its Subsidiaries shall (and Buyer shall cause the Company and its Subsidiaries to) (i) conduct their businesses in a commercially reasonable manner and (ii) with respect not intentionally do or omit to do anything, the primary intention of which is to hinder or prevent the Company from achieving the maximum potential Earn Out Payment. In addition, Calculated EBITDA for purposes of determining the Earn Out Payment shall be adjusted equitably (x) to account for any extraordinary, unusual or non-recurring expenses or overhead incurred outside of the Ordinary Course of Business and (y) to the portion extent the Company and Subsidiaries do not conduct their businesses in the Ordinary Course of Business materially consistent with the manner in which such businesses were conducted as of the Closing Date. (f) Buyer, each Seller and the Representative acknowledge and agree that: (i) achievement of the Earn Out Payment payable in shares is subject to numerous factors outside the control of Buyer Common Stockand its Affiliates (including, cause following the Buyer’s transfer agent to credit by book entry in Closing, the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses Company and its Subsidiaries); (iii) there is no assurance that any Seller will receive any Earn Out Payment; and (ii)iii) the Parties solely intend the express provisions of this Agreement, as directed by the Sellers’ Representativeincluding this Section 1.06, to govern their contractual relationship on this subject.

Earn-Out. Subject to the terms and conditions of this Agreement, the Sellers shall be eligible to receive (a) As additional consideration for the Purchased Membership Interests, at such times as provided in Section 2.5(e), Purchaser shall pay to Sellers with respect to each of the two Calculation Periods within the Earn-Out Period an amount of $20,000,000 (the each, an “Earn Earn-Out Payment”), if any, equal to the product of (i) based on an amount equal to (A) the achievement of certain business milestones as set forth below. EBITDA for such Calculation Period, minus (aB) the EBITDA Threshold for such Calculation Period; multiplied by (ii) the Earn-Out Multiple. If the C▇▇▇ equals or exceeds $16,000,000 (EBITDA for a particular Calculation Period does not exceed the “Earn Out Target”) at December 31, 2016 (the “Earn Out Date”), the Buyer shall pay to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Targetapplicable EBITDA Threshold, no Earn Out Earn-out Payment shall become payable to the Sellersbe due for such Calculation Period. (b) From Upon any acquisition of an asset or business by the Acquired Companies or a restructuring of the Acquired Companies as permitted by Section 2.5(f), the Parties shall negotiate in good faith to determine whether the results of operations of such asset or business (or any change resulting from such restructuring) shall be included in the computation of EBITDA for any Calculation Period and, if so, the appropriate change to the EBITDA, if any. Without prior agreement of the Parties, there shall be no change to the EBITDA Threshold for such Calculation Period. Notwithstanding any decision made by the Parties with respect to the preceding sentence, any Seller employed or engaged as a consultant by Purchaser and its Affiliates shall manage, operate or otherwise provide services to any asset or business acquired that is within the operational knowledge and experience of any Seller so employed or engaged after the Closing through Date, as requested by Purchaser. The EBITDA for any Calculation Period shall not be increased or diminished by revenues earned or costs or expenses incurred on direction of Purchaser and its Affiliates in the Earn Out Date: (i) the Sellers and the Buyer shall owe each other a duty of good faith and fair dealing with regard to the acquisition or operation of any asset or business acquired without the Company in so far as, in the case agreement of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on On or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target date that is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn last day of each of the two Calculation Periods (each such date, an “Earn-Out Calculation Delivery Date”), the Buyer will Purchaser shall prepare and deliver to the Sellers’ Representative Sellers a written statement (in each case, an “Earn-Out Calculation Statement”) setting forth in reasonable detail its determination of EBITDA for the C▇▇▇ as applicable Calculation Period and its calculation of the Earn resulting Earn-Out Date Payment (the in each case, an “StatementEarn-Out Calculation”). During Purchaser shall provide Sellers and their Representatives copies of such records and work papers used or created in connection with preparation of each Earn-Out Calculation Statement that are reasonably required to support such Earn-Out Calculation Statement. Such records and work papers shall be held in confidence by Sellers and their Representatives and not used for any purpose except in connection with the fortycalculation of EBITDA and the related Earn-five Out Payment and the resolution of any dispute arising with respect thereto. (45d) day period following Sellers shall have thirty (30) days after receipt of the StatementEarn-Out Calculation Statement for each Calculation Period (in each case, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted “Review Period”) to review the records Earn-Out Calculation Statement and the Earn-Out Calculation set forth therein. During the Review Period, Sellers and their Representatives shall have the right to inspect the Purchaser’s Books and Records related to the Business during normal business hours at Purchaser’s offices, upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-Out Payment. Prior to the expiration of the Company relating Review Period, Seller may object to the Earn-Out Calculation set forth in the Earn-Out Calculation Statement and request such other data and information from for the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives applicable Calculation Period by delivering a written notice of disagreement with such Statement objection (a an “Notice of DisagreementEarn-Out Calculation Objection Notice”) to Purchaser. Any Earn-Out Calculation Objection Notice shall specify the Buyer prior to such date. The Notice of Disagreement will specify items in the applicable Earn-Out Calculation disputed by Sellers and shall describe in reasonable detail the nature of any disagreement so assertedbasis for such objection, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as well as the amount in dispute and Sellers’ Representative calculation of each item in dispute. If Sellers fail to deliver an Earn-Out Calculation Objection Notice to Purchaser prior to the expiration of the Review Period, then the Earn-Out Calculation set forth in the Earn-Out Calculation Statement shall be final and binding on the Buyer mutually agree in writingparties hereto. If Sellers timely deliver an Earn-Out Calculation Objection Notice, the Sellers’ Representative Purchaser and the Buyer will Sellers shall negotiate in good faith to resolve any differences which they may have the disputed items and agree upon the resulting amount of the EBITDA and the Earn-Out Payment for the applicable Calculation Period. If Purchaser and Sellers are unable to reach agreement within thirty (30) days after such an Earn-Out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Accounting Firm. The Accounting Firm shall be directed to render a written report on the unresolved disputed items with respect to the matters specified applicable Earn-Out Calculation as promptly as practicable, but in no event greater than sixty (60) days after such Notice of Disagreementsubmission to the Accounting Firm, and to resolve only those unresolved disputed items set forth in the Earn-Out Calculation Objection Notice. IfIf unresolved disputed items are submitted to the Accounting Firm, at Purchaser and Sellers shall each furnish to the end of Accounting Firm such forty-five (45) day period (or such longer mutually agreed period)work papers, schedules and other documents and information relating to the Sellers’ Representative and unresolved disputed items as the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution AuditorAccounting Firm may reasonably request. The Sellers’ Representative and Accounting Firm shall resolve the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such disputed items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on the applicable definitions and other terms in this Agreement and the presentations by the Buyer Purchaser and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to . In resolving the dispute, which will be conclusive the Accounting Firm, acting in the capacity of an expert and binding upon the parties. In resolving any disputed itemnot as an arbitrator, the Dispute Resolution Auditor: shall (ai) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice Earn-Out Calculation Objection notice (other than matters thereafter resolved by mutual written agreement of DisagreementPurchaser and Sellers), and (cii) will not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item item, in each case, claimed by either partyPurchaser in the Earn-Out Calculation or Sellers in the Earn-Out Calculation Objection, as applicable. A Statement reviewed The resolution of the dispute and the calculation of EBITDA that is the subject of the applicable Earn-Out Calculation Objection Notice by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become Accounting Firm shall be final and binding on the partiesparties hereto. The fees, costs fees and expenses of the Dispute Resolution Auditor Accounting Firm shall be borne equally by Sellers and Purchaser in proportion to the amounts by which their respective calculations of EBITDA differ from EBITDA as finally determined by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonablyAccounting Firm. (e) If earnedSubject to Section 2.5(g), the Earn any Earn-Out Payment will that Purchaser is required to pay pursuant to Section 2.5(a) hereof shall be paid in full no later than thirty (A30) if no Notice Business Days following the date upon which the determination of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K EBITDA for the fiscal year ended December 31, 2016, applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.01(c) (B) if a Notice including any final resolution of Disagreement has been delivered any dispute raised by Sellers in an Earn-Out Calculation Objection Notice). Purchaser shall pay to Sellers the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn applicable Earn-Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) Payment in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds to the bank account(s) for Sellers designated by the Sellers. (f) Subject to the terms of this Agreement, subsequent to the Closing, Purchaser shall have sole discretion with regard to all matters relating to the operation of the Business of the Acquired Companies, including, but not limited to, restructuring the Acquired Companies; provided, that Purchaser shall not, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding or reducing any of the Earn-Out Payments hereunder. Notwithstanding the foregoing, Purchaser has no obligation to operate the Business of the Acquired Companies in order to achieve any Earn-Out Payment or to maximize the amount of any Earn-Out Payment. Sellers acknowledge that (i) there is no assurance that Sellers will receive any Earn-Out Payment and Purchaser has not promised or projected any Earn-Out Payment, and (ii) the parties solely intend the express provisions of this Agreement to govern their contractual relationship. (g) Purchaser shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.5 the amount of (i) any Damages, as finally determined in accordance with the provisions of Article 8, to which any Purchaser Indemnified Party may be entitled and (ii) any other amounts due Purchaser from Sellers. (h) The Parties understand and agree that (i) the contingent rights to receive any Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Purchaser or the Acquired Companies, (ii) Sellers shall not have any rights as a securityholder of Purchaser or the Acquired Companies as a result of Sellers’ contingent right to receive any Earn-Out Payment hereunder, and (iii) no interest is payable with respect to the portion of the Earn any Earn-Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ RepresentativePayment.

Earn-Out. Subject to the terms and conditions of this Agreement, the Sellers shall be eligible to receive additional consideration in the amount of $20,000,000 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If As additional consideration for the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31Company Membership Interests, 2016 (the “Earn Out Date”), the Buyer shall pay (or cause to be paid) to Seller, the Earn-Out Amount if and to the Sellers extent earned. For the Earn avoidance of doubt, in no event shall the Earn-Out Payment. In Amount exceed $5,000,000 and in no event shall more than one payment of the event that the C▇▇▇ at December 31, 2016 is less than the Earn Earn-Out Target, no Earn Out Payment shall become Amount be payable to the SellersSeller. (b) From Within forty-five (45) days after completion of the audited financial statements of Buyer and its Subsidiaries for the fiscal year ending December 31, 2026, Buyer shall deliver to Seller a statement (the “Earn-Out Statement”) setting forth in reasonable detail (i) the 2026 Contribution Profit and (ii) the Earn-Out Amount, if any. The Earn-Out Statement shall be subject to the same dispute resolution mechanism as if it was the Closing through Statement, with the Earn same timelines and procedures contained in Section 2.5, applied mutatis mutandis. (c) Buyer shall promptly (but in any event within ten (10) Business Days following the final determination of the Earn-Out DateAmount) pay, by wire transfer of immediately available funds, to Seller the Earn-Out Amount (as finally determined). The Seller intends to report the Earn-Out Amount using the installment method. All payments pursuant to this Section 2.8 shall be treated as an adjustment to the Purchase Price for all foreign, federal, state and local income Tax purposes to the extent permitted under applicable Law. (d) During the Earn-Out Period: (i) Buyer and its Affiliates shall not integrate the Sellers and Business into any other business of Buyer or its Subsidiaries without the Buyer shall owe each other a duty prior written consent of good faith and fair dealing with regard to the operation of the Company in so far as, in the case of the BuyerM▇. ▇▇▇▇▇; provided, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇▇ as of such date for review and commentM▇. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ may discuss the transition of certain products to the Company’s manufacturing facilities, any such arrangement to be set forth in a Transition Agreement; and (ii) Buyer shall not take any actions with the primary intent or purpose of reducing or avoiding the Earn-Out Amount payable to Seller. Notwithstanding the foregoing, during the Earn-Out Period, Buyer shall not, without the prior written consent of M▇▇. ▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with cause or permit the Company through the Earn Out Date. In the event that at least one (1) to incur marketing expenses in excess of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly$2,594,682.00. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representative.

Earn-Out. Subject to As additional consideration for the terms and conditions of this AgreementPurchased Assets, the Sellers 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 eligible agreed to receive additional consideration by both the Seller and Buyer at such time as the payment may be due), based on certain performance criteria set forth in the amount of $20,000,000 Schedule 1.4 (the “Earn Earn-Out”), and subject to the limitations and conditions contained herein. Within 60 days following the conclusion of each 12-month period (September 1, 2012, September 1, 2013, September 1, 2014 and September 1, 2015) , Buyer shall prepare financial statements showing EBITDA with the earn-out above target in each such period (the “Earn-Out PaymentStatements”) based on the achievement of certain business milestones and deliver them to Seller. Unless there is a disagreement (which shall be resolved as set forth below. (a) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out Date”), the Buyer shall pay promptly make the Earn-Out Payments, if any, in cash via wire transfers of funds to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn Out Payment shall become payable to the Sellers. (b) From the Closing through the Earn Out Date: (i) the Sellers and the Buyer shall owe each other a duty account of good faith and fair dealing with regard to the operation of the Company in so far as, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers Seller in accordance with this Agreement on Seller’s instructions, or by the assumed basis issuance of stock should the parties agree that the Earn Out Target had been met such payment shall be made in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Datestock. In the event that at least one (1) Each of the Earn Earn-Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment Statements shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor hereto unless Seller shall notify Buyer in any court having jurisdiction over the party against which such determination is to be enforced; providedwriting, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater later than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days from Seller’s receipt of the filing 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 Buyer’s Annual Report on Form 10basis for such disagreement. During the ten-K for day review period, Seller shall have full access to the fiscal year ended December 31, 2016appropriate Buyer books and records, and to the employees, representatives and agents of Buyer who prepared, or assisted in the preparation of, the Earn-Out Statement. Seller’s failure to timely notify Buyer in writing of the existence of a disagreement shall be deemed, for all purposes, Seller’s acceptance of the Earn-Out Statement. In the event and to the extent that Seller shall timely notify Buyer in writing of a disagreement with an Earn-Out Statement (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d“Earn-Out Disagreement”), on the parties hereto shall attempt, in good faith, to resolve such Earn-Out Disagreement. In the event that the parties are unable to resolve such Earn-Out Disagreement within ten business days from the date that is five (5) business days after the delivery of a determination receipt by the Dispute Resolution Auditor or such other date that the Notice Buyer of Disagreement has been resolved by mutual agreement notice from Seller of the Earn-Out Disagreement, Buyer and Seller shall jointly select an independent public accounting firm to resolve the Sellers’ Representative Earn-Out Disagreement (the “Accountants”). Each of Seller and Buyer shall submit to the Accountants its proposal to settle the Earn-Out Disagreement. Further, the parties shall submit to the Accountants all relevant financial data, and the Earn-Out Disagreement shall be submitted for final and binding arbitration and resolution before representatives of the Accountants. After completing their review of the Earn-Out Disagreement, the Accountants shall resolve each item in accordance with this Section 1.7. 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 parties hereto for all purposes and enforceable in any court of competent jurisdiction. Within ten days following the decision of the Accountants, Buyer shall make the required payment (fif any) to the Seller. The Earn Out Paymentfees and costs of the Accountants, if any, in connection with such arbitration shall be payable shared by the Seller and Buyer in inverse proportion to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares relative amounts of Buyer Common Stock. The total number of shares of Buyer Common Stock the disputed amount determined to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date account of the Earn Out PaymentSeller and Buyer, respectively. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuableProvided, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B heretohowever, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers Earn-Out Statements may be subject to adjustment based upon the number of full shares year end (December 31) fiscal audit of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed its facilities by the Sellers’ Representativeindependent accountants for Buyer.

Earn-Out. Subject (a) Within 30 days following the date that is 12 months following the Closing Date (the “Earn-out Determination Date”), subject to the terms and conditions Section 13.2 of this Agreement, Parent shall pay the Sellers shall be eligible to receive additional consideration Company Shareholders, in accordance with the Closing Allocation Schedule, an amount of $20,000,000 cash, if any, equal to the portion of the Earn-out Amount earned during the period between the Closing Date and the Earn-out Determination Date (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out DateEarn-out Period”), the Buyer shall pay to the Sellers the Earn Out Paymentdetermined in accordance with this Section 2.4. In the event the Earn-out Amount is not paid by Parent when due, the unpaid portion thereof shall bear interest at the rate of 10% per annum from the due date until the date of payment, except to the extent that the C▇▇▇ at December 31, 2016 failure to pay any portion of the Earn-out Amount is less than the Earn Out Target, no Earn Out Payment shall become payable result of a good faith dispute concerning the achievement of such portion of the Earn-out Amount under this Section 2.4(a) or an unresolved Parent Claim asserted under Section 13 of this Agreement; provided that Parent agrees to pay any undisputed portions of the SellersEarn-out Amount when due. (b) From the Closing through the Earn Out Date: (i) the Sellers and the Buyer shall owe each other a duty of good faith and fair dealing with regard to the operation The portion of the Company in so far as, in Earn-out Amount earned by the case of Surviving Corporation during the Buyer, that relates to the ability of the Company to achieve the Earn Out Target Earn-out Period shall be determined as of the Earn Out Earn-out Determination Date and, by Parent in good faith in accordance with the case terms of Schedule 2.4(b). In the event Parent determines that any portion of the SellersEarn-out Amount is not payable, that relates to good business practices and Parent shall notify the Company’s business, operations, prospects and condition Representative in writing of such determination within ten (whether financial or otherwise10) Business Days of the corresponding Target Date set forth on Schedule 2.4(b) (an “Adverse Earn-out Determination Notice”); (ii) the Buyer . The Adverse Earn-out Determination Notice shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting set forth in reasonable detail the C▇▇▇ as of such date basis and reasons for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in fulladverse Earn-out determination. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so assertedParent shall, and include all supporting schedulesshall cause the Surviving Corporation to, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith use commercially reasonable efforts to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit provide any and all matters which remain in dispute and which were properly included in such Notice of Disagreement resources necessary or appropriate to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination allow achievement of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved milestones by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonablyEarn-out Determination Date. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representative.

Earn-Out. Subject (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 terms and conditions Business as operated by Seller, Buyer or its successors or assigns (the “Earn-Out Income Statement”) for the period starting on (x) if the Closing Date occurs on or before the fifteenth fiscal day of this Agreementthe month in which the Closing occurs, the Sellers shall be eligible first fiscal day of such month or (y) if the Closing Date occurs after the fifteenth fiscal day of the month in which the Closing occurs, the first fiscal day of the month immediately following the Closing Date (the date referred to receive additional consideration in the amount of $20,000,000 (x) or (y), the “Earn Out PaymentStart Date”) based on until the achievement last fiscal day of certain the month that is twelve months after the Earn Out Start Date (the “Earn-Out Period”), including, without limitation, a calculation of EBITDA (as defined below) for the Earn-Out Period. The Earn-Out Income Statement shall be prepared in accordance with the Accounting Standards applied in a manner consistent with the preparation of the Interim Statements. The portion of such statement covering the year ended December 31, 2006 shall be included in the consolidated financial statements audited by Buyer’s accounting firm. During the Earn-Out Period, 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 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 Period, (i) Buyer will not divert any business milestones opportunity relating to the 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 exist, Buyer will provide supporting documentation, such as set forth belowwritten 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 included in the calculation of EBITDA; provided, however ¸ that none of the obligations in clauses (i) through (iii) above shall apply to any products of a type that Buyer can demonstrate was manufactured by Buyer or an Affiliate of Buyer prior to Closing. (ab) If Following the C▇▇▇ equals or exceeds $16,000,000 one year anniversary of the Closing Date, each of Buyer and Seller shall give the other party reasonable access at all reasonable times to the properties, books, records and personnel of the Business for purposes of preparing, reviewing and resolving any disputes concerning the Earn-Out Income Statement. Seller shall have 30 days following the delivery to Seller of the Earn-Out Income Statement during which to provide written notice to Buyer of any dispute of any item contained in the Earn-Out Income Statement (the “Earn Earn-Out Target”) at December 31, 2016 (the “Earn Out DateObjection Notice”), which notice shall set forth in reasonable detail the basis for such dispute and Seller’s calculation of EBITDA for the Earn-Out Period. If Seller fails to provide an Earn-Out Objection Notice to Buyer within such 30-day period, the Earn-Out Income Statement shall pay to be conclusive and binding on the Sellers the Earn Out PaymentParties. In the event that Seller shall provide an Earn-Out Objection Notice to Buyer within such 30-day period, Buyer and Seller shall cooperate in good faith to resolve the C▇▇▇ at December 31dispute as promptly as possible and agree upon a mutually satisfactory income statement which reflects EBITDA for the Earn-Out Period. If Seller timely provides an Earn-Out Objection Notice to Buyer, 2016 is less than and if Buyer and Seller are unable to resolve such objections within 30 days of Buyer’s receipt of the Earn Earn-Out TargetObjection Notice, no Earn Out Payment Buyer and Seller shall become payable submit the items remaining in dispute to the Sellers. (b) From Independent Accountant; provided, however, that the Closing through Independent Accountants shall be limited to selecting either the Earn EBITDA amount reflected on Buyer’s Earn-Out Date: (i) Income Statement or the Sellers and EBITDA amount reflected on the Buyer shall owe each other a duty of good faith and fair dealing with regard Earn-Out Objection Notice submitted by Seller. If issues are submitted to the operation of the Company in so far asIndependent Accountants for resolution, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take Buyer and Seller shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any action material relating to the disputed issues and to discuss the issues with the specific intent of preventing the Company from achieving the Earn Out Target or Independent Accountants; (B) cause Buyer and Seller shall instruct the Company Independent Accountants to dissolvemake their determination based solely on such materials presented by Buyer and Seller (i.e., wind up or liquidate; and (iiinot on the basis of an independent review) on and to resolve the dispute with respect to each such specified item and amount in accordance with the Accounting Standards, applied in a monthly basis, manner consistent with the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any preparation of the covenants Interim Statements, and in accordance with the definition of EBITDA set forth in Sections 1.7(b)(ithis Agreement; (C) the determination of EBITDA for the Earn-Out Period by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Seller within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute (or 1.7(b)(iias soon thereafter as practicable), then shall be final, binding and conclusive on the Sellers’ Representative parties; and (D) the fees and costs of the Independent Accountants shall provide be borne (x) by Seller if the Independent Accountants select Buyer’s calculation of EBITDA for the Earn-Out Period reflected on the Earn-Out Income Statement, or (y) by Buyer, if the Independent Accountants select Seller’s calculation of EBITDA for the Earn-Out Period reflected on the Earn-Out Objection Notice. The Earn-Out Income Statement, either as agreed to by Buyer with written notice thereof and Seller or as determined by the Independent Accountants pursuant to this paragraph, shall be final and binding and shall be referred to as the “Final Earn-Out Income Statement” for the respective Earn-Out Period. Any amounts to be paid pursuant to §2.7(d) below shall be paid within fifteen (a “Default Notice”) within seven (715) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) determination of the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible Final Earn-Out Income Statement for such breach to be cured within such seven (7) day period, then the Earn Earn-Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in fullPeriod. (c) The Earn No objection may be raised and no adjustment may be proposed to any entry or item contained in the Earn-Out Payment is expressly conditioned upon Income Statement or the continued employment calculation of R▇▇▇▇▇ ▇▇▇▇▇▇▇EBITDA (as defined below), R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with except on the Company through the Earn Out Date. In the event grounds that at least one (1) of the Earn Out Employees such item or entry is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions provisions of this Agreement or the Accounting Standards, applied in a manner consistent with the preparation of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordinglyInterim Statements, or that such item or entry contains a mathematical error. (d) Within sixty (60) days after For the Earn Earn-Out DatePeriod, the Buyer will prepare and deliver shall pay to Seller, as an adjustment to the Sellers’ Representative a statement setting forth Purchase Price, in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement immediately available funds to a Dispute Resolution Auditor. The Sellers’ Representative and the United States bank account designated to Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor by Seller in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: writing at least two (a2) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day Business Days prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuablesuch payment, the Buyer shall make product (the “Earn-Out Amount”) of (i) the excess, if a cash payment in respect positive number, of such fractional share equal to (A) EBITDA for the fraction multiplied by the average closing trading price noted in clause Earn-Out Period over (B) above. The Earn the Earn-Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B heretoThreshold (as hereinafter defined), and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay multiplied by wire transfer of immediately available funds and (ii) with respect 5; provided, however, that in no event shall the Earn-Out Amount exceed $10,000,000. The “Earn-Out Threshold” shall initially mean $5,000,000, subject to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), adjustment as directed by the Sellers’ Representativeprovided below.

Earn-Out. Subject In addition to the terms and conditions Cash Portion of this Agreementthe Purchase Price, the Sellers Company shall be eligible entitled to receive additional consideration the Earn-Out Amount determined and payable as provided in the amount of $20,000,000 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth belowthis Section 2.3(e). (a) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out Date”), the Buyer shall pay to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn Out Payment shall become payable to the Sellers. (b) From the Closing through the Earn Out Date: (i) The parties agree that, during the Sellers and Earn-Out Period, (A) the Buyer shall owe each other a duty of good faith and fair dealing with regard to the operation of operations previously conducted by the Company in the Network Group Operations shall be accounted for by PentaStar so far asas to enable a calculation of the Earn-Out Amount (and the Company shall have access to the records relating thereto), (B) the Network Group Operations shall be accounted for in accordance with the accounting practices of PentaStar, (C) the business of the Acquiror shall be conducted by the Acquiror and/or PentaStar in the case usual and ordinary course of PentaStar's business operations and neither the Acquiror nor PentaStar shall have any Liability to the Company or any other Person for so conducting the business and (D) in operating the business of the BuyerNetwork Group Operations, that relates the Acquiror and/or PentaStar may make decisions or take action with respect to the ability business of the Company to achieve Network Group Operations that impacts, directly or indirectly, positively or negatively, the Earn Out Target as potential benefit of the Earn Earn-Out Date andarrangement. The parties further agree that, absent willful and wanton conduct engaged in by the case Acquiror and/or PentaStar with the sole purpose of materially affecting the potential benefit to the Shareholders of the SellersEarn-Out arrangement, that relates neither the Acquiror nor PentaStar shall have any Liability to good the Company or any other Person arising from or relating to its or their conduct of the business practices and of the Company’s businessAcquiror or any decisions made or actions taken with respect to the business of the Acquiror, operationsincluding, prospects and condition without limitation, those of the type contemplated by clauses (whether financial C) or otherwise);(D) above. (ii) the Buyer As soon as reasonably practicable after September 30, 2001 and in any event by December 10, 2001, PentaStar shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the CArth▇▇ ▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇e▇▇▇▇ ▇.▇▇▇▇▇▇, R▇▇.P. ("Arth▇▇ ▇▇▇▇ and J▇▇▇▇ e▇▇▇▇") ▇▇▇ o determine (each, an “Earn A) the Earn-Out Employee”EBITA and (B) with the Company through the Earn Out Date. In the event that at least one (1) prepare a written calculation of the Earn Earn-Out Employees is not employed by the Company or another Affiliate of the Buyer Amount (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Datecollectively, the Earn "Earn-Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out DateFinancial Statements"). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇Arth▇▇ ▇▇▇▇▇▇▇▇'▇ or D▇▇▇ermination under this Section 2.3(e)(ii) shall be made in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar. PentaStar shall cause Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇ promptly provide a copy of the Earn-Out Financial Statements to PentaStar and the Company. Within 30 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company shall, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons under PentaStar's application of GAAP for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 30-day period shall be deemed to be an acceptance by the Company or PentaStar, as the case may be, of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 30-day period, the dispute shall be resolved as provided in Section 2.3(f). The fees and expenses of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇ are not employed the preparation of the Earn-Out Financial Statements shall be paid by PentaStar. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or another Affiliate the resolution of any disputes under Section 2.3(f), as the Buyer case may be (other than as a result of termination of his employment by but in no event prior to December 31, 2001 if the Promissory Note, or any amount thereunder, is then outstanding), PentaStar shall pay the Earn-Out Amount, if any, to the Company or (the time of such Affiliate without Cause or in payment being referred to as the event such Seller dies or becomes Disabled prior to the Earn "Second Closing"). The Earn-Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment Amount shall be forfeited and payable, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforcedcombination thereof; provided, however, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Earn-Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out PaymentAmount, if any, shall be payable by the Buyer only in cash to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: extent that (A) $10,000,000, divided by (B) the average closing trading price on amount due under the New York Stock Exchange Promissory Note included in the Loan Documents has not become due and payable under the terms of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representative.Promissory Note

Earn-Out. Subject to the terms and conditions of this Agreement, the Sellers shall be eligible to receive As additional consideration in for the amount transfer of $20,000,000 the Assets by Targets to Purchaser, Purchaser shall pay to ResponseBase certain payments (the each, an “Earn Earn-Out Payment”) based on quarterly Net Income for the achievement of certain business milestones as set forth below. (a) If the C▇▇▇ equals or exceeds $16,000,000 two year period beginning October 1, 2002, and ending September 30, 2004 (the “Earn Earn-Out Target”) at December 31, 2016 (the “Earn Out DatePeriod”). Unless a Net Income Dispute Notice is pending, the Buyer shall pay to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn each Earn-Out Payment shall become payable be made within thirty (30) days from the end of each fiscal quarter of the Earn-Out Period and in accordance with the procedures set forth in Section 1.3(h) below, provided that in the event a Net Income Dispute Payment is pending all undisputed portions of any Earn-Out Payment shall nonetheless by paid when due. The Earn-Out Payments, with respect to each fiscal quarter of the Sellers. (b) From the Closing through the Earn Earn-Out DatePeriod, shall be paid to ResponseBase as follows: (i) the Sellers and the Buyer shall owe each other a duty of good faith and fair dealing with regard to the operation thirty percent (30%) of the Company in so far as, in quarterly Net Income for the case first four quarters of the Buyer, that relates to the ability of the Company to achieve the Earn Earn-Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise)Period; (ii) twenty percent (20%) of the Buyer shall not (A) take any action with quarterly Net Income for the specific intent remaining four quarters of preventing the Company from achieving the Earn Earn-Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver Period. Notwithstanding anything to the Sellers’ Representative a statement setting forth contrary contained herein, in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis event that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued ceases to be employed by Purchaser for any reason other than terminated without “cause” by Purchaser, the Company or Earn-Out Payment for the corresponding fiscal quarter of the Earn-Out Period (the “Related Earn-Out Payment”) shall be decreased by an amount equal to the Related Earn-Out Payment minus the Related Earn-Out Payment multiplied by the fraction obtained from dividing the number of full calendar months remaining in such Affiliate through fiscal quarter by three (3). All remaining Earn-Out Payments shall be decreased by fifty percent (50%). The term “cause”, as used herein, shall have the Earn Out Date. If either S▇▇▇▇▇ ▇▇same meaning as set forth in the employment agreement of even date herewith, entered into by and between ▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordinglyPurchaser. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representative.

Earn-Out. Subject (a) In addition to the Preliminary Purchase Price, Seller will be entitled, pursuant to the terms set forth in this Section 2.07, to the Earn-Out Amount for each Earn-Out Year, if any. (b) No later than 30 days after the date on which Buyer receives the audited financial statements in respect of the DVU Transferred Entities for the applicable Earn-Out Year, Buyer will prepare and conditions deliver, or cause to be prepared and delivered, to Seller a calculation, together with reasonable supporting documentation, of the (i) EBITDA, (ii) Earn-Out CapEx, (iii) Earn-Out EBITDA and, to the extent applicable, (iv) Earn-Out Amount, in each case for the immediately preceding Earn-Out Year, prepared in accordance with the terms of this Agreement, Agreement (the Sellers shall be eligible to receive additional consideration “Earn-Out Calculation”) together with a statement of the capital invested by Buyer in the DVU Transferred Entities for such Earn-Out Year. (c) Seller may dispute the Earn-Out Calculation (or any element thereof) by notifying Buyer in writing, setting forth in reasonable detail the particulars of such disagreement, including the basis therefor (the “Earn-Out Objection”), within 45 days of Seller’s receipt of the Earn-Out Calculation. Any item or amount as to which no dispute is raised in the Earn-Out Objection will be final, conclusive and binding on the Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the matters raised in the Earn-Out Objection. In the event that Seller does not deliver a Earn-Out Objection to Buyer within such 45 day period, Seller will be deemed to have accepted Buyer’s calculation of the EBITDA, Earn-Out CapEx and Earn-Out EBITDA for the applicable Earn-Out Year. In the event that an Earn-Out Objection is timely delivered, Buyer and Seller will use their respective commercially reasonable efforts for a period of 45 days after Buyer’s receipt of the Earn-Out Objection, or such longer period as the Parties may agree in writing, to resolve any disagreements set forth in the Earn-Out Objection. If Buyer and Seller are unable to resolve such disagreements within such 45 day period (or such longer period as the Parties will have agreed in writing), then the Parties will resolve all disputes in accordance with Section 2.06(d), Section 2.06(e) and Section 2.06(f). (d) If the Earn-Out Calculation (as finally determined pursuant to Section 2.07(c)) reflects an Earn-Out Amount: (i) that is less than or equal to the Earn-Out Threshold, then no payment to Seller will be required pursuant to this Section 2.07(d), or (ii) that is more than the Earn-Out Threshold, then Buyer will pay or will cause to be paid to Seller, 12.5% of the amount by which Earn-Out Amount exceeds the Earn-Out Threshold. Notwithstanding the foregoing, in no event will Buyer be obligated to pay any Earn-Out Amount over and above a maximum aggregate amount of $20,000,000 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out DatePurchase Price Cap”). For purposes of illustration only, if the Buyer shall pay to the Sellers the Earn Earn-Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Amount for an Earn-Out Target, no Earn Out Payment shall become payable to the Sellers. (b) From the Closing through the Earn Out Date: (i) the Sellers and the Buyer shall owe each other a duty of good faith and fair dealing with regard to the operation of the Company in so far as, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii)Year equals $8,000,000, then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as would pay or cause to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued Seller an amount equal to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably$375,000. (e) If earnedFor any payments Buyer is obligated to pay (or cause to be paid) pursuant to this Section 2.07 (the “Earn-Out Payment”), the Earn Out Payment Buyer will pay or cause to be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative Earn-Out Payment, as an adjustment to the Purchase Price, in accordance with Section 1.7(d), cash to Seller within ten (10) days of Business Days after the filing of the Buyer’s Annual Report on Form 10Earn-K Out Amount for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered Earn-Out Year is finally determined pursuant to Section 2.07(c). The aggregate Earn-Out Payments paid by Buyer for the Sellers’ Representative in accordance with Section 1.7(d), on Earn-Out Period will not exceed the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7Purchase Price Cap. (f) The Earn During the Earn-Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal toPeriod: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) all business of Buyer and the DVU Transferred Entities with respect to the portion University as conducted at the Closing must be transacted through the DVU Transferred Entities, and cannot be transacted through any other Affiliate of Buyer or other Person (unless Buyer and the DVU Transferred Entities agree to consolidate the earnings of such entities or such joint ventures or similar arrangements, if applicable, for purposes of calculating the Earn-Out Payments); (ii) Buyer will not do or omit to do anything (and will cause the DVU Transferred Entities not to do or omit to do anything), the intention of which action or omission (but, for the avoidance of doubt, disregarding the effect of any such action or omission) is to hinder or prevent the DVU Transferred Entities from generating sufficient EBITDA in an effort to circumvent the payment of an Earn-Out Payment; and (iii) Buyer will not, and will cause the DVU Transferred Entities not to, with respect to the University, engage in related-party or Affiliate transactions on terms which are not generally consistent with, or which are materially less favorable to the DVU Transferred Entities in the aggregate compared to, terms that would reasonably be expected to be obtained by the DVU Transferred Entities in an “arms-length” transaction with an unaffiliated third party. (g) If, during the Earn-Out Period, (i) there is a Sale of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds University and (ii) with respect the aggregate Earn-Out Payments made to Seller are less than the portion Purchase Price Cap, Buyer will pay, or will cause to be paid, an accelerated Earn-Out Payment to Seller as follows: 12.5% of (A) any amount by which the proceeds received by Buyer in such Sale of the Earn Out Payment payable in shares of University exceed the capital invested by Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of DVU Transferred Entities after the Closing Date (as reported to Seller in writing in each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (iEarn-Out Calculation) and (ii)B) an amount equal to 15% compounded annual rate of return of Buyer and its Affiliates on the aggregate cost of the DVU Equity Interests purchased by Buyer on or after the Closing Date, as directed which accelerated Earn-Out Payment will not exceed the Purchase Price Cap less any Earn-Out Payments made to Seller prior to the Sale of the University. (h) Notwithstanding anything to the contrary contained in this Agreement, any amounts owing or owed to Buyer or any Buyer Indemnitees by the Sellers’ RepresentativeSeller pursuant to Article IX shall be offset against any Earn-Out Payments payable by Buyer to Seller under Section 2.07.

Earn-Out. Subject to the terms and conditions of this Agreement, the Sellers shall be eligible to receive additional consideration in the amount of $20,000,000 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If As additional consideration for the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out Date”)Contemplated Transactions, the Buyer shall pay Seller the contingent price payments set forth in this Section 1.5 (the “Earn-Out”). The amount of the Earn-Out will equal 5% of EBIT for the Business solely with respect to the Sellers Existing DMAs for the Earn Out Payment. In the event that the C▇▇▇ at years ending December 31, 2016 is less than 2006, 2007, 2008, 2009 and 2010; provided that the Earn Earn-Out Targetfor 2006 shall begin to accrue on the day after the Closing Date. Buyer shall pay Seller the Earn-Out payments annually within 10 days of MasTec filing its 10-K for the respective fiscal year by wire transfer of next day funds to an account or accounts designated by Seller. For purposes of this Agreement, no Earn Out Payment shall become payable “EBIT” means the Net Income of the Business solely with respect to the Sellers. Existing DMAs for the respective twelve-month period in the applicable fiscal year, plus (a) income Taxes deducted in determining Net Income, and (b) From any interest on indebtedness incurred to finance the Closing through acquisition of the Earn Out Date: Assets contemplated hereby (iincluding, without limitation, any original issue discount). For purposes of this Agreement, “Net Income” means, for any of the foregoing periods, the net income (or loss) of the Sellers Business solely with respect to the Existing DMAs, determined in accordance with GAAP consistent with MasTec’s other Advanced Tech Service Group divisions and as set forth in Schedule 1.5; provided however, that Net Income shall not be adjusted for any intra-company transfers to or from the Business with respect to MasTec or its Affiliates unless those transfers relate to a business transaction between the Business and MasTec or its Affiliates that would have occurred in the ordinary course of conducting business had Buyer not acquired the Assets. For purposes of clarification, Net Income shall owe each other a duty of good faith and fair dealing with regard to only be derived from the operation of the Company in so far as, Business in the case of the Buyer, that relates Existing DMAs and only to the ability of extent the Company to achieve Business is being conducted in such Existing DMAs during the Earn Out Target applicable period, from the services the Business is offering in the Existing DMAs, and from customers (i.e., DirecTV) that the Business is generating orders from as of the Earn Out Date anddate of this Agreement. Any revenue and expenses resulting from new customers, new DMAs or new services shall not be included in the case definition of the SellersNet Income; however, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer MasTec shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the Cpay M▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by a bonus if earned pursuant to the Company or another Affiliate terms of the Buyer (other than Executive Employment Agreement from the successful oversight of such new customers, DMAs or services as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the forty-five (45) day period following receipt of the Statement, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment incremental oversight responsibilities may be entered upon the determination of the Dispute Resolution Auditor assigned by MasTec in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonablyreasonable discretion. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representative.

Earn-Out. Subject to the terms and conditions of this Agreement, the Sellers shall be eligible to receive additional consideration in the amount of $20,000,000 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If The payment by Purchase to Sellers of the C▇▇▇ equals or exceeds $16,000,000 (2 million balance of the “Earn Out Target”) Purchase Price comprising the Earn-out will be subject to Purchaser achieving the earn-out payment thresholds set forth in Schedule 2.04, and will be payable at December 31, 2016 (the “Earn Out Date”), the Buyer shall pay to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn Out Payment shall become payable to the Sellerstimes set out in this Section 2.04. (b) From Within 30 days after the Closing through completion of Purchaser’s financial statements in respect of the Earn Out Date:first twelve months of the Business following the Closing, Purchaser will provide to Seller a statement (“First Earn-out Statement”) setting out the extent that Purchaser achieved the earn-out payment thresholds set forth in Schedule 2.04 during such period, and the corresponding Earn-out payment that is due to Seller based thereon. (ic) Within 30 days after the Sellers completion of Purchaser’s financial statements in respect of the second twelve months of the Business following the Closing, Purchaser will provide to Seller a statement (“Second Earn-out Statement”) setting out the extent that Purchaser achieved the earn-out payment thresholds set forth in Schedule 2.04 during such period, and the Buyer corresponding Earn-out payment that is due to Seller based thereon. (d) During the period from the date of delivery of each of the Earn-out Statements referred to in Section 2.04(b) or (c), until the date no later than 30 days after delivery of the applicable Earn-out Statement, Purchaser shall owe each other a duty of good faith give Seller such assistance and fair dealing with regard access to the operation books and records of the Company Business as Seller may reasonably request in so far asorder to enable them to reasonably assess the Earn-out Statement and the calculations and determinations set out therein. (e) If Seller does not give a notice of objection within 30 days from delivery of any Earn-out Statement, Seller shall be deemed to have accepted such Earn-out Statement, which shall be final and binding on the Parties. (f) If Seller objects to any matter in the case an Earn-out Statement prepared pursuant to Section 2.04(b) or (c), Seller shall give notice to Purchaser no later than 30 days after delivery of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer applicable Earn-out Statement. Any notice given by Seller shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting set forth in reasonable detail the C▇▇▇ as particulars of such date objection. The Parties shall then use reasonable efforts to resolve such objection for review and commenta period of 30 days following the giving of such notice. If the Buyer breaches any of matter is not resolved by the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence end of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) 30 day period, then the Earn Out Payment dispute with respect to such objection shall become immediately due and payable from be submitted by the Buyer Parties to a chartered accountant associated with an accounting firm of recognized national standing in the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment United States who is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) independent of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date Parties (the “StatementEarn-out Accountant”). During If the fortyParties are unable to agree on the Earn-five (45) out Accountant within a further 10 day period following receipt period, either Party may apply under the rules of the Statement, American Arbitration Association to have a court appoint the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstancesEarn-out Accountant. The Statement will become final and binding upon the Sellers on the 15th day Earn-out Accountant shall, as promptly as practicable (but in any event within 45 days following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed periodits appointment), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to make a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will Earn-out amount payable in respect of such Earn-out Statement, based on Schedule 2.04, based solely on written submissions of the Parties given by them to the Earn-out Accountant. The submissions of each Party shall be disclosed to the other Party and each other Party shall be afforded a reasonable opportunity to respond thereto. The decision of the Independent Accountant as to the Earn-out Statement shall be final and binding upon the parties Parties and that judgment may be entered upon shall constitute the determination applicable Earn-out in respect of such Earn-out Statement for purposes of this Agreement. Purchaser and Seller shall each pay one-half of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs fees and expenses of the Dispute Resolution Auditor shall be borne equally by Earn-out Accountant with respect to the Buyer and Sellers, unless resolution of the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonablydispute. (eg) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) Within 30 days of settling any Earn-out Statement, Purchaser shall pay to Seller the filing of the Buyer’s Annual Report on Form 10Earn-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Paymentout amount, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange which will constitute part of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ RepresentativePurchase Price.

Earn-Out. Subject Seller shall be entitled to receive the Earn-Out Amount, as finally determined in accordance with this Section 1.6, if any, as deferred payment of additional Purchase Price, pursuant to the terms and conditions of this Agreement, the Sellers shall be eligible to receive additional consideration in the amount of $20,000,000 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below.: (a) If the C▇▇▇ equals or exceeds $16,000,000 No later than January 31, 2014, Buyer shall prepare and deliver to Seller a report (the “Earn Proposed Earn-Out TargetDetermination Report”) at ), together with reasonable supporting documentation, setting forth the calculation as of December 31, 2016 2013 of the total Monthly Recurring Revenue from (i) the existing customers of the ITO Business listed on Schedule 1.6(a) hereto (such customers and their successors and permitted assigns, collectively the “Existing Customers”), (ii) any services Seller or any of its Affiliates purchase directly from Buyer or its Affiliates for use by Seller or any of its Affiliates, (iii) Seller or any of its Affiliates’ resale of services of Buyer or its Affiliates from and after the date of this Agreement pursuant to that certain Master Services and Reseller Agreement, by and between Savvis Communications Corporation and Seller, dated July 14, 2011 (the “Earn Out DateMSRA”), and (iv) the Monthly Recurring Revenue of Buyer under the Subcontract; provided that any Monthly Recurring Revenue related to Existing Customers that is included under clause (i) shall pay to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn Out Payment shall become payable to the Sellersonly be included for purposes of clause (i) and not duplicated for purposes of clause (iii). (b) From Seller shall have ninety (90) days (the Closing through the Earn Out Date: (i“Review Period”) the Sellers and the Buyer shall owe each other a duty of good faith and fair dealing with regard to the operation following receipt of the Company Proposed Earn-Out Determination Report during which to notify Buyer of any dispute of any item (the “Disputed Item”) contained in so far assuch Proposed Earn-Out Determination Report, in the case of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices which notice shall identify each Disputed Item and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting set forth in reasonable detail the C▇▇▇ as of such date basis for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice Seller’s dispute with respect thereto or (b) it is not feasible for to such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date Disputed Item (the “StatementObjection Notice”). During the forty-five Review Period, Seller and its respective representatives, including their accounting advisors (45) day period following receipt of the Statementcollectively, the Sellers’ Representative “Seller and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of DisagreementSeller’s Advisors”) shall have reasonable access during normal business hours (and until such time as the Proposed Earn-Out Determination Report is deemed the Final Earn-Out Determination Report pursuant to the Buyer prior this Section 1.6), to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analysesrecords, working papers and other documentationinformation relating to the Proposed Earn-Out Determination Report and its preparation. During Such access shall include, but not be limited to, any such records, working papers and other information prepared by accountants and other advisors to assist Buyer in the fortypreparation or review of the Proposed Earn-five Out Determination Report (45provided that Seller and Seller’s Advisors agree to customary and reasonable confidentiality restrictions with respect thereto) day period following and, where reasonable, the delivery right to take copies of a Notice of Disagreement or all such longer period documentary material, along with such other information and assistance as the Seller and Seller’s Advisors may reasonably request, including access to Buyer’s employees and advisors. To the extent Seller and Seller’s Advisors require access to Buyer’s employees, advisors and premises for such purpose, Seller and Sellers’ Representative Advisors shall first contact Jens Teagan, Vice President of Corporate Development at Savvis Inc. or his designate or as otherwise directed in writing by Seller, and coordinate such access with him or her. At any time during the Buyer mutually Review Period, Seller shall be entitled to agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve with any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in Proposed Earn-Out Determination Report. To the extent Seller believes, at any time during the Review Period, that Buyer has failed to fulfill its disclosure and access obligations under this AgreementSection 1.6(b), Seller may bring an Action against Buyer seeking equitable remedies (bincluding specific performance or injunctive relief) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (e) If earned, the Earn Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representative.with

Earn-Out. Subject (a) The Sellers shall be entitled to receive, as additional purchase price for the terms Shares (and conditions irrespective of this Agreementwhether a Seller remains employed with any of the Companies), a payment (each, an "Earn-Out Payment") with respect to each of the four (4) quarters (each, an "Earn-Out Quarter") in the six (6) full consecutive fiscal years of the Companies, beginning with the fiscal year ended on December 31, 1999 and ending with the fiscal year ended on December 31, 2004, determined as hereinafter provided (each such fiscal year being referred to herein as an "Earn-Out Year"). With respect to each Earn-Out Quarter, an Earn-Out Payment shall be payable to each Seller in an amount equal to seven and one-half percent (7.5%) of the Adjusted Pre-Tax Earnings (as defined in Section 11 hereof) during each such Earn-Out Quarter. Each Earn-Out Payment, if any, due to the Sellers shall be eligible to receive additional consideration in the amount of $20,000,000 (the “Earn Out Payment”) based on the achievement of certain business milestones as set forth below. (a) If the C▇▇▇ equals or exceeds $16,000,000 (the “Earn Out Target”) at December 31, 2016 (the “Earn Out Date”), paid by the Buyer shall pay to within ninety (90) days after the Sellers end of the Earn applicable Earn-Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Target, no Earn Out Payment shall become payable to the SellersQuarter in respect of which it has been achieved. (b) From All determinations of the Closing through Adjusted Pre-Tax Earnings during each Earn-Out Quarter, and the Earn amount of the Earn-Out Date: Payout, if any, due to each Seller in respect thereof (ieach, a "Determination"), shall initially be made by the Buyer in good faith from the combined unaudited, internally prepared financial statements for the Companies for each such Earn-Out Quarter, and shall be made within twenty (20) days after the Sellers and end of such Earn-Out Quarter. Upon each Determination, the Buyer shall owe each other a duty of good faith and fair dealing with regard immediately thereafter (but in any event within five (5) days) furnish to the operation Sellers written notice of such Determination, together with a copy of the Company in so far asapplicable financial statements for such Earn-Out Quarter. (c) Following the end of each Earn-Out Year, in the case Buyer shall instruct its then certified public accounting firm (the "Buyer's Accountants") to prepare, as part of the Buyer's Accountant's audit of the Companies for such Earn-Out Year, that relates a determination of the Adjusted Pre-Tax Earnings during each Earn-Out Quarter in such Earn-Out Year, and a determination of the Earn-Out Payments, if any, due and owing to the ability Sellers in respect thereof. In connection with such process, the Buyer's Accountants shall determine whether the amount of the Company to achieve the Earn Earn-Out Target as of the Earn Out Date andPayments, in the case of the Sellersif any, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from paid by the Buyer to the Sellers in accordance with this Agreement on respect of each such Earn-Out Quarter, was correct, and if not, shall calculate the assumed basis net amount that the Earn Buyer or the Sellers, as the case may be, owe the other(s) on account thereof (any such net amount being referred to herein as an "Earn-Out Target had been met Adjustment). As soon as practicable after the Buyer's Accountants have determined the Earn-Out Adjustment, if any, as aforesaid, they shall furnish a copy of their calculation, together with such reasonably supporting information and worksheets, to the Buyer and the Sellers (herein, an "Earn-Out Adjustment Determination"). Within twenty (20) days after the Sellers' receipt of an Earn-Out Adjustment Determination (a "Determination Review Period"), each Seller shall notify the Buyer in full. (c) The Earn writing as to whether such Seller accepts the Earn-Out Payment is expressly conditioned Adjustment Determination. If any Seller does not object to the Earn-Out Adjustment Determination within the Determination Review Period, then the Earn-Out Adjustment Determination shall be final and binding upon the continued employment Buyer and such Seller. If, however, a Seller objects to the Earn-Out Adjustment Determination within the Determination Review Period, then the Buyer and such Seller shall promptly meet and use their best efforts in good faith to resolve the dispute. If, after ten (10) days, the parties are unable to resolve the dispute, then the matter shall be submitted to Tofias, Fleischman Shapiro & Co., P.C. of R▇▇▇Boston, Massachusetts (who shall have ▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇o▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) ing relationship with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company Chancellor or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of its Affiliates (as defined in Section 11 hereof), including the Earn Out Employees die Buyer, or becomes Disabled prior to the Earn Out DateSellers) on or before the Earn Out Datefor resolution, the Earn Out Payment whose determination shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn Out Date, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of the Earn Out Date (the “Statement”). During the made within forty-five (45) day period following receipt of the Statement, the Sellers’ Representative days and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted to review the records of the Company relating to the Statement and request such other data and information from the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives written notice of disagreement with such Statement (a “Notice of Disagreement”) to the Buyer prior to such date. The Notice of Disagreement will specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as the Sellers’ Representative and the Buyer mutually agree in writing, the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any differences which they may have with respect to the matters specified in such Notice of Disagreement. If, at the end of such forty-five (45) day period (or such longer mutually agreed period), the Sellers’ Representative and the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution Auditor. The Sellers’ Representative and the Buyer agree that the determination of the Dispute Resolution Auditor will shall be final and binding upon the parties parties, and that judgment may whose fees shall be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over borne by the party against which such determination whom the matter is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on presentations by the Buyer and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to the dispute, which will be conclusive and binding upon the parties. In resolving any disputed item, the Dispute Resolution Auditor: (a) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice of Disagreement, and (c) will not assign a value greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. A Statement reviewed by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become final and binding on the parties. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonablyresolved. (ed) If earned, the Earn All Earn-Out Payment will be paid (A) if no Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (B) if a Notice of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn Out PaymentPayments, if any, shall be payable by in cash; provided, --------- however, that after consummation of the Buyer to IPO (as defined in Section 11 ------- hereof), at the election of the Buyer, the Buyer may offer both of the Sellers fifty percent (50%) the option of receiving Earn-Out Payments in cash and fifty percent or shares of the Buyer's common stock, $.01 par value per share (50%) the "Buyer Common Stock"), or MRB common stock, $1.00 par value per share (the "MRB Common Stock"), as the case may be; provided, further, that if --------- the Buyer offers the Sellers such an option, the Sellers shall be entitled separately to elect to receive their Earn-Out Payments in cash or shares of Buyer Common Stock or MRB Common Stock, as the case may be. If a Seller so elects to receive an Earn-Out Payment in shares of Buyer Common Stock or MRB Common Stock. The total , as the case may be, such Seller shall be entitled to receive a number of shares of Buyer Common Stock to or MRB Common Stock, as the case may, be delivered equal to the Sellers with respect to any Earn Earn-Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading share price on the New York Stock Exchange of the Buyer Common Stock or MRB Common Stock, as the case may be, for the ten twenty (1020) trading day period ending on the second day days immediately prior to the date end of the Earn particular Earn-Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment Quarter in respect of such fractional share equal to which the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Earn-Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds and (ii) with respect to the portion of the Earn Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ Representativeis due.

Earn-Out. Subject to the terms and conditions of this Agreement, the Sellers shall be eligible to receive (a) As additional consideration for the Purchased Membership Interests, at such times as provided in Section 2.5(e), Purchaser shall pay to Sellers with respect to each of the two Calculation Periods within the Earn-Out Period an amount of $20,000,000 (the each, an “Earn Earn-Out Payment”), if any, equal to the product of (i) based on an amount equal to (A) the achievement of certain business milestones as set forth below. EBITDA for such Calculation Period, minus (aB) the EBITDA Threshold for such Calculation Period; multiplied by (ii) the Earn-Out Multiple. If the C▇▇▇ equals or exceeds $16,000,000 (EBITDA for a particular Calculation Period does not exceed the “Earn Out Target”) at December 31, 2016 (the “Earn Out Date”), the Buyer shall pay to the Sellers the Earn Out Payment. In the event that the C▇▇▇ at December 31, 2016 is less than the Earn Out Targetapplicable EBITDA Threshold, no Earn Out Earn-out Payment shall become payable to the Sellersbe due for such Calculation Period. (b) From Upon any acquisition of an asset or business by the Acquired Companies or a restructuring of the Acquired Companies as permitted by Section 2.5(f), the Parties shall negotiate in good faith to determine whether the results of operations of such asset or business (or any change resulting from such restructuring) shall be included in the computation of EBITDA for any Calculation Period and, if so, the appropriate change to the EBITDA, if any. Without prior agreement of the Parties, there shall be no change to the EBITDA Threshold for such Calculation Period. Notwithstanding any decision made by the Parties with respect to the preceding sentence, any Seller employed or engaged as a consultant by Purchaser and its Affiliates shall manage, operate or otherwise provide services to any asset or business acquired that is within the operational knowledge and experience of any Seller so employed or engaged after the Closing through Date, as requested by Purchaser. The EBITDA for any Calculation Period shall not be increased or diminished by revenues earned or costs or expenses incurred on direction of Purchaser and its Affiliates in the Earn Out Date: (i) the Sellers and the Buyer shall owe each other a duty of good faith and fair dealing with regard to the acquisition or operation of any asset or business acquired without the Company in so far as, in the case agreement of the Buyer, that relates to the ability of the Company to achieve the Earn Out Target as of the Earn Out Date and, in the case of the Sellers, that relates to good business practices and the Company’s business, operations, prospects and condition (whether financial or otherwise); (ii) the Buyer shall not (A) take any action with the specific intent of preventing the Company from achieving the Earn Out Target or (B) cause the Company to dissolve, wind up or liquidate; and (iii) on a monthly basis, the Buyer will prepare and deliver to the Sellers’ Representative a statement setting forth in reasonable detail the C▇▇▇ as of such date for review and comment. If the Buyer breaches any of the covenants set forth in Sections 1.7(b)(i) or 1.7(b)(ii), then the Sellers’ Representative shall provide the Buyer with written notice thereof (a “Default Notice”) within seven (7) days following the occurrence of such breach, which such Default Notice must provide reasonable detail as to the nature of the breach. If (a) the Buyer does not cure the breach within seven (7) days following receipt of a Default Notice with respect thereto or (b) it is not feasible for such breach to be cured within such seven (7) day period, then the Earn Out Payment shall become immediately due and payable from the Buyer to the Sellers in accordance with this Agreement on the assumed basis that the Earn Out Target had been met in full. (c) The Earn Out Payment is expressly conditioned upon the continued employment of R▇▇▇▇▇ ▇▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ (each, an “Earn Out Employee”) with the Company through the Earn Out Date. In the event that at least one (1) of the Earn Out Employees is not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event any of the Earn Out Employees die or becomes Disabled prior to the Earn Out Date) on On or before the Earn Out Date, the Earn Out Payment shall be zero (0) and all of the Sellers shall forfeit any rights they may have to receive the Earn Out Payment (regardless of whether the Earn Out Target date that is achieved on the Earn Out Date). In the event an Earn Out Employee is terminated without Cause, dies or becomes Disabled prior to the Earn Out Date, the Earn Out Payment will be paid to the Earn Out Employee (or his estate), when and if such Earn Out Payment becomes due and payable, calculated as if the Earn Out Employee continued to be employed by the Company or such Affiliate through the Earn Out Date. If either S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are not employed by the Company or another Affiliate of the Buyer (other than as a result of termination of his employment by the Company or such Affiliate without Cause or in the event such Seller dies or becomes Disabled prior to the Earn Out Date) on or before the Earn Out Date, such Seller’s entitlement to any Earn Out Payment shall be forfeited and any such forfeited Earn Out Payment shall be reallocated among the other Sellers then employed by the Company or another Affiliate of the Buyer in accordance with Exhibit A hereto and the instructions of the Sellers’ Representative and Exhibit B shall be adjusted by the parties accordingly. (d) Within sixty (60) days after the Earn last day of each of the two Calculation Periods (each such date, an “Earn-Out Calculation Delivery Date”), the Buyer will Purchaser shall prepare and deliver to the Sellers’ Representative Sellers a written statement (in each case, an “Earn-Out Calculation Statement”) setting forth in reasonable detail its determination of EBITDA for the C▇▇▇ as applicable Calculation Period and its calculation of the Earn resulting Earn-Out Date Payment (the in each case, an “StatementEarn-Out Calculation”). During Purchaser shall provide Sellers and their Representatives copies of such records and work papers used or created in connection with preparation of each Earn-Out Calculation Statement that are reasonably required to support such Earn-Out Calculation Statement. Such records and work papers shall be held in confidence by Sellers and their Representatives and not used for any purpose except in connection with the fortycalculation of EBITDA and the related Earn-five Out Payment and the resolution of any dispute arising with respect thereto. (45d) day period following Sellers shall have thirty (30) days after receipt of the StatementEarn-Out Calculation Statement for each Calculation Period (in each case, the Sellers’ Representative and an accounting firm selected by the Sellers’ Representative will, at the Sellers’ expense, be permitted “Review Period”) to review the records Earn-Out Calculation Statement and the Earn-Out Calculation set forth therein. During the Review Period, Sellers and their Representatives shall have the right to inspect the Purchaser’s Books and Records related to the Business during normal business hours at Purchaser’s offices, upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-Out Payment. Prior to the expiration of the Company relating Review Period, Seller may object to the Earn-Out Calculation set forth in the Earn-Out Calculation Statement and request such other data and information from for the Company as is reasonable under the circumstances. The Statement will become final and binding upon the Sellers on the 15th day following delivery thereof unless the Sellers’ Representative gives applicable Calculation Period by delivering a written notice of disagreement with such Statement objection (a an “Notice of DisagreementEarn-Out Calculation Objection Notice”) to Purchaser. Any Earn-Out Calculation Objection Notice shall specify the Buyer prior to such date. The Notice of Disagreement will specify items in the applicable Earn-Out Calculation disputed by Sellers and shall describe in reasonable detail the nature of any disagreement so assertedbasis for such objection, and include all supporting schedules, analyses, working papers and other documentation. During the forty-five (45) day period following the delivery of a Notice of Disagreement or such longer period as well as the amount in dispute and Sellers’ Representative calculation of each item in dispute. If Sellers fail to deliver an Earn-Out Calculation Objection Notice to Purchaser prior to the expiration of the Review Period, then the Earn-Out Calculation set forth in the Earn-Out Calculation Statement shall be final and binding on the Buyer mutually agree in writingparties hereto. If Sellers timely deliver an Earn-Out Calculation Objection Notice, the Sellers’ Representative Purchaser and the Buyer will Sellers shall negotiate in good faith to resolve any differences which they may have the disputed items and agree upon the resulting amount of the EBITDA and the Earn-Out Payment for the applicable Calculation Period. If Purchaser and Sellers are unable to reach agreement within thirty (30) days after such an Earn- Out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Accounting Firm. The Accounting Firm shall be directed to render a written report on the unresolved disputed items with respect to the matters specified applicable Earn-Out Calculation as promptly as practicable, but in no event greater than sixty (60) days after such Notice of Disagreementsubmission to the Accounting Firm, and to resolve only those unresolved disputed items set forth in the Earn-Out Calculation Objection Notice. IfIf unresolved disputed items are submitted to the Accounting Firm, at Purchaser and Sellers shall each furnish to the end of Accounting Firm such forty-five (45) day period (or such longer mutually agreed period)work papers, schedules and other documents and information relating to the Sellers’ Representative and unresolved disputed items as the Buyer have not resolved such differences, the Sellers’ Representative and the Buyer will submit any and all matters which remain in dispute and which were properly included in such Notice of Disagreement to a Dispute Resolution AuditorAccounting Firm may reasonably request. The Sellers’ Representative and Accounting Firm shall resolve the Buyer agree that the determination of the Dispute Resolution Auditor will be final and binding upon the parties and that judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced; provided, that the scope of the disputes to be resolved by the Dispute Resolution Auditor is limited to only such disputed items included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement. The Dispute Resolution Auditor will determine, based solely on the applicable definitions and other terms in this Agreement and the presentations by the Buyer Purchaser and the Sellers’ Representative, and not by independent review, only those issues in dispute specifically set forth on such Notice of Disagreement and will render a written report as to . In resolving the dispute, which will be conclusive the Accounting Firm, acting in the capacity of an expert and binding upon the parties. In resolving any disputed itemnot as an arbitrator, the Dispute Resolution Auditor: shall (ai) will be bound by the principles set forth in this Agreement, (b) will limit its review to matters specifically set forth in the Notice Earn-Out Calculation Objection notice (other than matters thereafter resolved by mutual written agreement of DisagreementPurchaser and Sellers), and (cii) will not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item item, in each case, claimed by either partyPurchaser in the Earn-Out Calculation or Sellers in the Earn-Out Calculation Objection, as applicable. A Statement reviewed The resolution of the dispute and the calculation of EBITDA that is the subject of the applicable Earn-Out Calculation Objection Notice by the Dispute Resolution Auditor will, after giving effect to any Adjustment, become Accounting Firm shall be final and binding on the partiesparties hereto. The fees, costs fees and expenses of the Dispute Resolution Auditor Accounting Firm shall be borne equally by Sellers and Purchaser in proportion to the amounts by which their respective calculations of EBITDA differ from EBITDA as finally determined by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonablyAccounting Firm. (e) If earnedSubject to Section 2.5(g), the Earn any Earn-Out Payment will that Purchaser is required to pay pursuant to Section 2.5(a) hereof shall be paid in full no later than thirty (A30) if no Notice Business Days following the date upon which the determination of Disagreement has been delivered by the Sellers’ Representative in accordance with Section 1.7(d), within ten (10) days of the filing of the Buyer’s Annual Report on Form 10-K EBITDA for the fiscal year ended December 31, 2016, applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.01(c) (B) if a Notice including any final resolution of Disagreement has been delivered any dispute raised by Sellers in an Earn-Out Calculation Objection Notice). Purchaser shall pay to Sellers the Sellers’ Representative in accordance with Section 1.7(d), on the date that is five (5) business days after the delivery of a determination by the Dispute Resolution Auditor or such other date that the Notice of Disagreement has been resolved by mutual agreement of the Buyer and the Sellers’ Representative in accordance with this Section 1.7. (f) The Earn applicable Earn-Out Payment, if any, shall be payable by the Buyer to the Sellers fifty percent (50%) Payment in cash and fifty percent (50%) in shares of Buyer Common Stock. The total number of shares of Buyer Common Stock to be delivered to the Sellers with respect to any Earn Out Payment shall be equal to: (A) $10,000,000, divided by (B) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the date of the Earn Out Payment. No fractional share of Buyer Common Stock shall be issued. Instead of any fractional share of Buyer Common Stock that would otherwise be issuable, the Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (B) above. The Earn Out Payment will be allocated among the Sellers in accordance with the written instructions of the Sellers’ Representative consistent with the allocations set forth on Exhibit B hereto, and the Buyer shall (i) with respect to the portion of the Earn Out Payment payable in cash, pay by wire transfer of immediately available funds to the bank account(s) for Sellers designated by the Sellers. (f) Subject to the terms of this Agreement, subsequent to the Closing, Purchaser shall have sole discretion with regard to all matters relating to the operation of the Business of the Acquired Companies, including, but not limited to, restructuring the Acquired Companies; provided, that Purchaser shall not, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding or reducing any of the Earn-Out Payments hereunder. Notwithstanding the foregoing, Purchaser has no obligation to operate the Business of the Acquired Companies in order to achieve any Earn-Out Payment or to maximize the amount of any Earn-Out Payment. Sellers acknowledge that (i) there is no assurance that Sellers will receive any Earn-Out Payment and Purchaser has not promised or projected any Earn-Out Payment, and (ii) the parties solely intend the express provisions of this Agreement to govern their contractual relationship. (g) Purchaser shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.5 the amount of (i) any Damages, as finally determined in accordance with the provisions of Article 8, to which any Purchaser Indemnified Party may be entitled and (ii) any other amounts due Purchaser from Sellers. (h) The Parties understand and agree that (i) the contingent rights to receive any Earn-Out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Purchaser or the Acquired Companies, (ii) Sellers shall not have any rights as a securityholder of Purchaser or the Acquired Companies as a result of Sellers’ contingent right to receive any Earn-Out Payment hereunder, and (iii) no interest is payable with respect to the portion of the Earn any Earn- Out Payment payable in shares of Buyer Common Stock, cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be entitled, in the case of each of clauses (i) and (ii), as directed by the Sellers’ RepresentativePayment.