Common use of Earn-Out Clause in Contracts

Earn-Out. (a) In addition to the Purchase Price, if the Company meets or exceeds (i) the Revenue Target and (ii) the Product Margin Target, Purchaser shall pay in cash to Sellers, on a pro-rata basis, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio (the “Earn-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amount. (b) Within ten (10) business days after the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of the Earn-Out determined in accordance with Section 2.4(a) (the “Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out Statement. (c) After receipt from Purchaser of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers shall have the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Margin.

Earn-Out. (a) In addition Subject to the terms and conditions of this Section 1.5, Purchaser will pay to the Individuals, as additional Purchase PricePrice for the Acquired Shares, an amount equal to three times the amount, if any, by which the Company meets or exceeds (i) total EBITDA for the Revenue Target and (ii) 2016 fiscal year for the Product Margin Target, Purchaser shall pay in cash to Sellers, on a pro-rata basis, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio Companies (the “Earn-Out2016 EBITDA”) exclusive of any Tax, fees or other expenses of any kind; provided that exceeds $15,655,477 (the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-“Earn Out Amount”). (b) Within ten (10) business days To determine the 2016 EBITDA amount, Purchaser’s independent public accountants will calculate, in accordance with GAAP and consistent with the same manner in which the Companies’ 2015 Audited Financial Statements were prepared, the EBITDA of each of the Companies for its 2016 fiscal year and the sum of the total EBITDA of the Companies for their 2016 fiscal year. Such calculations will be undertaken promptly after the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be preparedClosing, and deliver a copy of such final calculations will be provided to the SellersPurchaser and Equityholders’ Representative by such accountants (such final calculations being referred to as, the “Auditor’s Report”). The parties agree that the costs incurred by the Companies in 2016 that are solely related to: (i) a statement setting forth the Product Revenues for Companies’ responses to the calendar year 2007, each component used in due diligence requests of Purchaser; (ii) the calculation thereof, the ADS Appreciation Ratio and the amount restatement of the Earn-Out determined in accordance with Section 2.4(a) (the “Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, Companies’ financials at Purchaser’s cost and expense, request; and (iiiii) such documentationpreparing to consummate the transactions contemplated by this Agreement, if anyincluding the Pre-Closing Reorganization, as may which costs will be reasonably necessary to enable set forth on Schedule 1.5 and attached hereto at the SellersClosing, shall not be deducted from the Companies’ Representative to determine such amount. Concurrently with earnings for purposes of calculating the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out Statement2016 EBITDA. (c) After Following the receipt from Purchaser by Equityholders’ Representative of the Earn-Out Statement andAuditor’s Report, if applicable, the Earn-Out, Sellers Purchaser shall have the right, at its cost and expense, and upon not less than seven (7) dayspermit Equityholders’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have Representative reasonable access during normal business hours to inspect the books and records pertaining to the preparation of the Company Auditor’s Report and working papers provide Equityholders’ Representative with copies thereof (including those prepared as reasonably requested by advisors Equityholders’ Representative) and other third parties, such additional information as Equityholders’ Representative may reasonably request to confirm the Earn Out Amount. The Equityholders agree that the scope of such audit shall be reasonable and as is customary in transactions of this kind. All costs and fees incurred by the parties related to the extent permitted thereby) relating to such calculationexercise of the audit right shall be borne by each of the respective parties. If the Sellers’ Representative fails parties fail to challenge Purchaser’s determination mutually agree on the Earn Out Amount after 30 days following the receipt of the Product RevenuesAuditor’s Report by Equityholders’ Representative, then the ADS Appreciation Ratio and parties shall submit the amount of issues then-remaining in dispute to the Earn-Out by the delivery of a written notice Independent Accountants to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreementdecided in accordance with Section 1.3(b). (d) In The Earn Out Amount, if any, will be allocated among the event Acquired Shares, in the same ratio that Sellers disputes Purchaser’s determination each of the amount following bear to the combined EBITDA of all of the Product Revenues, Companies as shown in the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: Auditor’s Report: (i) Purchaser the combined EBITDA of ▇▇▇▇▇▇ and Alpha as shown in the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice Auditor’s Report; and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) the EBITDA of Alpha Company as shown in the Auditor’s Report. The CPA Firm shall prepare Earn Out Amount as so allocated in the immediately preceding sentence, will be allocated among the Acquired Shares and distribute the Individuals in the same percentages as the Closing Payment is allocated among the Acquired Shares and the Individuals, and be paid by wire transfer of immediately available funds to the Parties a writing setting forth Individuals’ Accounts (per Section 1.2(e)) within three days of the CPA Firm’s final determination of such amount. Notwithstanding the Unresolved Objectionsforegoing, the CPA Firm’s reasons therefor and parties agree that, for Tax purposes, the amount of the Earn-Earn Out calculated pursuant thereto; providedAmount, howeverif any, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports deemed paid directly to the Company in connection with Sellers as consideration for the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product MarginAcquired Shares.

Earn-Out. (a) In addition On or before the 75th day following the expiration of the calendar years 2005, 2006 and 2007, the Surviving Corporation shall deliver to each Shareholder copies of the Purchase Price, if Surviving Corporation's year-end financial statements for the Company meets or exceeds immediately preceding calendar year and a calculation (iin reasonable detail) the Revenue Target and (ii) the Product Margin Target, Purchaser shall pay in cash to Sellers, on a pro-rata basis, of the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio for such immediately preceding calendar year (the “Earn"Post-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out AmountClosing Delivery"). (b) Within ten The Shareholders' Representative (10for and on behalf of the Shareholders) shall have thirty (30) days from the date the Surviving Corporation makes the Post-Closing Delivery (such period, the "Dispute Period") to notify the Surviving Corporation, in writing, as to whether the Shareholders' Representative agrees or disagrees with the Post-Closing Delivery (such written notice, the "Dispute Notice"). During the Dispute Period, the Shareholders' Representative and its accountants shall be permitted to review (during regular business days after hours and upon reasonable prior notice) the announcement date working papers of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be prepared, the Surviving Corporation and deliver (where applicable) the Surviving Corporation's accountants relating to the Sellers’ Representative (i) a statement setting matters set forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of the EarnPost-Out determined in accordance with Section 2.4(a) (the “Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out StatementClosing Delivery. (c) After receipt from Purchaser If the Shareholders' Representative fails to deliver a Dispute Notice to the Surviving Corporation during a Dispute Period, the Surviving Corporation's calculation of the applicable Earn-Out Statement and, if applicable, the Earn-Out, Sellers Amount shall have the right, at its cost be deemed to be final and expense, correct and shall be binding upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation each of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreementparties hereto. (d) In If the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Shareholders' Representative shall so notify Purchaser by delivering delivers a Earn-Out Dispute Notice to Purchaser within the Surviving Corporation during a Dispute Period, the Shareholders' Representative and the Surviving Corporation shall, for a period set forth in Section 2.4(cof forty-five (45) days from the date the Dispute Notice is delivered to the Surviving Corporation (such period, the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”"Resolution Period"). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith their respective best efforts to amicably resolve such dispute between themthe items in dispute. Any items so resolved by the parties shall be deemed to be final and correct as so resolved and shall be binding upon each of the parties hereto. (e) If they the Shareholders' Representative and the Surviving Corporation are unable to resolve the dispute within thirty (30) days after the delivery all of the Earnitems in dispute during the Resolution Period, then either the Shareholders' Representative or the Surviving Corporation may refer the items remaining in dispute to the Independent Accountants. Such referral shall be made in writing to the Independent Accountants, copies of which shall concurrently be delivered to the non-Out referring party hereto. The referring party shall furnish the Independent Accountants, at the time of such referral, with the Post-Closing Delivery and the Dispute Notice, then . The parties shall also furnish the dispute Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the items in dispute. The parties hereto shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firmalso, within ten (10) days after of the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect items in dispute are referred to the calculation of Independent Accountants, provide the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (Independent Accountants with a copy delivered to the other Party on the same day), within thirty written notice (30a "Position Statement") days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth describing in reasonable detail their respective positions on the Unresolved Objections. Each items in dispute (copies of Purchaser and the Sellers’ Representative may (but shall not which will concurrently be required to) submit to the CPA Firm (with a copy delivered to the other Party on party hereto). If any party fails to timely deliver its Position Statement to the same day)Independent Accountants, the Independent Accountants shall resolve the items in dispute solely upon the basis of the information otherwise provided to them. The Independent Accountants shall resolve all disputed items in a written determination to be delivered to each of the parties hereto within sixty forty-five (6045) days after the date of the engagement of the CPA Firm, a memorandum responding such matter is referred to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writingthem; provided, however, that each party any delay in delivering such determination shall have not invalidate such determination or deprive the right Independent Accountants of jurisdiction to respond resolve the items in dispute. The decision of the Independent Accountants as to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged items in the Unresolved Objections. Any decision rendered by the CPA Firm dispute shall be final, conclusive final and binding upon the Parties, parties hereto and judgment thereon may shall not be entered and enforced in any court of competent jurisdiction. (iii) subject to judicial review. The fees and expenses of the CPA Firm Independent Accountants incurred in connection with the resolution of disputes pursuant to this paragraph (d) any items in dispute shall be shared equally determined by Purchaser the Independent Accounts and Sellers; providedset forth in their report and shall be allocated and paid by the Shareholders, howeveron one hand, that if and the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without meritSurviving Corporation, on the CPA Firm mayother hand, in its discretion, assign a greater portion of such fees and expenses inverse proportion to such Partythe extent they prevailed on the items in dispute. (ef) From Once there is a final determination of the Earn-Out Amount for any calendar year (whether through failure of Seller to timely deliver a Dispute Notice, agreement of the parties, or determination of the Independent Accountants), the Surviving Corporation shall increase each Shareholder's Note by an amount equal to the Per Share Earn-Out Amount for the immediately preceding calendar year multiplied by the total number of common shares of the Company owned beneficially and of record by such Shareholder on the Closing Date through December 31(the "Annual Increase"). Interest shall accrue for each Annual Increase beginning on the first day of the calendar year following the Earn-Out Year. During the first three years after an Annual Increase, 2007accrued interest with respect to such Annual Increase shall be paid in quarterly installments on the last day of March, except as otherwise contemplated by this Agreement or as June, September and December. The outstanding principal balance under the Sellers’ Representative otherwise agrees in writing in advanceNote attributable to an Annual Increase, Purchaser and Parent shall conduct, and shall cause its affiliates be paid on the last day of the calendar year that is three years after the Earn-Out Year relating to conductsuch Annual Increase. (g) Notwithstanding the foregoing, the Business in Surviving Corporation shall not be obligated to make a Post-Closing Delivery or pay the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the Earn-Out for any calendar year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection if John Tac Hung Tran's employment with the Business and shall not transfer out Surviving Corporation termina▇▇▇ befor▇ ▇▇ ▇▇▇▇▇▇ such calendar year for any of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as reasons described in Section 7.1 of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Marginhis Employment Agreement.

Earn-Out. (a) In addition to the Purchase Price, if Buyer shall keep separate accounting books and records for the Company meets or exceeds (i) the Revenue Target and (ii) the Product Margin Target, Purchaser shall pay in cash for all periods applicable to Sellers, on a pro-rata basis, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio (the “Earn-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-OutOut Amount, which accounting books and records shall be in accordance with GAAP, consistently applied in accordance with applicable requirements of law applicable to Buyer. The Earn-Out Sellers’ Representative shall not exceed be entitled, upon reasonable prior notice and at reasonable times and in accordance with reasonable confidentiality requirements specified by Buyer, to review such accounting books and records and to make and retain copies thereof and extracts therefrom solely for the purpose of the calculation of the Earn-Out Amount, all in a manner consistent with applicable requirements of law applicable to Buyer. (b) Within ten (10) business days after the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser Buyer shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of the Earn-Out determined in accordance with Section 2.4(a) (the “Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out Statement. (c) After receipt from Purchaser of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers shall have the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date first day of the engagement first calendar month after the sixth anniversary of the CPA Firm, Closing a memorandum responding to notice (a “Buyer’s Earn-Out Notice”) containing the initial memorandum submitted to calculation of the CPA Firm by the other PartyCompany’s Earn-Out Amount. Unless requested by Sellers’ Representative, within forty-five (45) days after the CPA Firm in writingdelivery to him of such Buyer’s Earn-Out Notice, neither Purchaser nor the delivers a notice to Buyer stating that Sellers’ Representative may present objects to any additional information item or arguments computation in connection with the calculation therein, and specifying in reasonable detail the basis for such objection, such calculation as set forth in such Buyer’s Earn-Out Notice shall be binding upon the parties. If Sellers’ Representative and Buyer are unable to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right agree upon such calculation within thirty (30) days after any timely notice of objection has been given by Sellers’ Representative to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved ObjectionsBuyer, the CPA Firm’s reasons therefor Settlement Accountants shall resolve the disputed items or computations and the amount of determine the Earn-Out calculated Amount, if any, based on its resolution of the disputed items or computations within thirty (30) days after its acceptance of its appointment. Any determination by the Settlement Accountants shall be binding upon the parties. The fees, costs and expenses of the Settlement Accountants selected in the event of a dispute shall be borne in a manner consistent with that set forth in Section 2.03(d)(ii). (c) Subject to any amounts to be deducted or withheld pursuant theretoto Section 10.07, Buyer shall pay such Earn-Out Amount, if any, within ten business days after Sellers’ Representative’s acceptance of, or the final resolution by the Settlement Accountants of, such amount by wire transfer of immediately available funds to a bank account in the United States designated by Sellers’ Representative in writing. (d) If prior to the sixth anniversary of the Closing (the “Earn-Out Period”) Buyer shall sell the business of the Company to an unaffiliated third party such that after giving effect to such sale, (x) neither Buyer nor an Affiliate of Buyer shall own at least a majority of the capital or voting stock of the Company or (y) all or substantially all of the assets of the Company shall have been transferred to one or more Persons who are neither Buyer nor an Affiliate of Buyer (such event, an “Early Trigger Earn-Out Transaction”), then the following provisions shall apply: (i) In the case of an Early Trigger Earn-Out Transaction which occurs during the Earn-Out Period, Buyer shall pay to Sellers the Gain on Sale; provided, however, that the CPA Firm portion of the Gain on Sale payable to Sellers shall not change nor deviate from in no event exceed Twenty Million Dollars ($20,000,000). “Gain on Sale” shall mean the calculation portion of any item not specifically challenged the Enterprise Value which exceeds the sum of (x) $316,500,000, plus (y) all capital invested in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From Company following the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course Buyer and/or any Affiliate of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product MarginBuyer.

Earn-Out. (a) In addition to the Purchase Price, if the Company meets or exceeds (i) the Revenue Target and (ii) the Product Margin Target, Purchaser shall pay in to Seller additional cash consideration (the "Contingent Consideration") equal to Sellersthe sum of the following: (1) $500,000, if revenues to Purchaser from the sale of Seller's Products or Purchaser's products by Purchaser to Seller's Customers (as defined below) and revenues from sales of the Products to Purchaser's customers (the "Earn-Out Revenues") exceed $12,000,000 for the 12-month period commencing on a prothe date of this Agreement (the "Earn-rata basisOut Period"); and (2) $500,000, if the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio (the “Earn-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate Revenues exceed $13,000,000 for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amount.Period; and (b3) Within ten (10) business days after an amount equal to 0.20 multiplied by the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount excess of the Earn-Out determined in accordance with Section 2.4(a) (Revenues over $14,000,000 for the “Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and Period. (ii) such documentation, if any, as may Seller's Customers" shall be reasonably necessary to enable the Sellers’ Representative to determine such amountthose customers listed on Schedule 2.4(b). Concurrently with the delivery Calculation of the Earn-Out StatementRevenues shall be subject to the following qualifications: (1) Revenues from Seller's Customers who are also customers of Purchaser ("Mutual Customers") shall be excluded for purposes of calculating Earn-Out Revenues, provided however, that revenues from Mutual Customers who are resellers or distributors shall be included for purposes of calculating Earn-Out Revenues for that portion of revenues that relates to the shipment of a Seller's Product. (2) Revenues from Seller's end user customers whose names are set forth on the attached list who are not Mutual Customers shall apply whether Purchaser sells a Seller's Product or transitions the Seller's end user customer to a Purchaser's product. (3) No revenues shall deposit into a nominated account as established by be included to the Sellers’ Representative for payment extent that they are related to Sellers, on a per share basis, Purchaser's products sold to Purchasers customers. (4) Earn-Out Revenues shall include revenues from the sale of any Seller Product to any of Purchaser's existing customers. (iii) The amount of the EarnContingent Consideration payable to Seller under this Section 2.4(b) shall be subject to adjustment for credits related to product returns, price adjustments and non-Outpayment of invoices. (iv) Subject to adjustment under Section 2.4(b)(ii), Contingent Consideration, if any, specified in payable under Section 2.4(b)(i) shall be payable to Seller within 45 days after the Earn-Out Statement. (c) After receipt from Purchaser end of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers Period. Seller shall have the right, at its cost and sole expense, to audit Purchaser's records related and upon not less than seven (7) days’ prior written notice limited to Purchaser, 's performance under Section 2.4(b)(i) as is necessary to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of verify the amount of the Product RevenuesContingent Consideration payable, the ADS Appreciation Ratio and the Earn-Out as set forth upon at least three days prior notice, in the Earn-Out Statement and (ii) have reasonable access a manner not disruptive of Purchaser's business during Purchaser's normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreementhours. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Margin.

Earn-Out. (a) In addition On or before March 18, 2014, Parent shall deliver to the Purchase Price, if the Company meets or exceeds (i) the Revenue Target and (ii) the Product Margin Target, Purchaser shall pay in cash to Sellers, on Representative a pro-rata basis, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio statement (the “Earn-OutPreliminary Revenue Statement”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amount. (b) Within ten (10) business days after the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and showing the amount of Company 2013 Revenue, and the Earnexcess, if any, of Company 2013 Revenue over $23,100,000. If Company 2013 Revenue exceeds $23,100,000, the Preliminary Revenue Statement shall also show the excess, if any, of non-Out determined in accordance with Section 2.4(a) (VASERshape Revenue over $19,900,000 and the “Earn-Out Statement”), which excess of VASERshape Revenue over $3,200,000. The Preliminary Revenue Statement shall be prepared certified by the chief financial officer of Parent or another senior executive officer of Parent, in such officer’s capacity as an officer and not is his capacity as an individual, to have been calculated in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out Statement. (c) After receipt from Purchaser of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers shall have the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes provisions of this Agreement. (b) Following the delivery of the Preliminary Revenue Statement to the Representative, Parent and the Surviving Company shall afford the Representative and its representatives the opportunity to examine the Preliminary Revenue Statement, and such supporting schedules, analyses, workpapers and other underlying records or documentation as are reasonably necessary and appropriate, including a list of Parent consolidated sales by customer, sales representative, distributor and product. Parent and the Surviving Company shall cooperate promptly, as reasonably requested, with the Representative and its representatives in such examination. (c) If within 10 days following delivery of the Preliminary Revenue Statement to the Representative, the Representative has not delivered to Parent written notice (the “Earn Out Objection Notice”) of its objections to the Preliminary Revenue Statement, then the Preliminary Revenue Statement shall be deemed final and conclusive. If the Representative delivers the Earn Out Objection Notice within such 10-day period, then Parent and the Representative shall endeavor in good faith to resolve the objections, for a period not to exceed 15 days from the date of delivery of the Earn Out Objection Notice. If at the end of the 15-day period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to the Neutral Firm. The Neutral Firm shall determine any unresolved items of Company 2013 Revenue within 30 days after the objections that remain in dispute are submitted to it. If any remaining objections are submitted to the Neutral Firm for resolution, (i) each party shall furnish to the Neutral Firm such workpapers and other documents and information relating to such objections as the Neutral Firm may request and are available to that party, and shall be afforded the opportunity to present to the Neutral Firm any material relating to the determination of the matters in dispute and to discuss such determination with the Neutral Firm, (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Neutral Firm shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party, (iii) the determination by the Neutral Firm of such unresolved items of 2013 Company Revenue, as set forth in a written notice delivered to Parent and the Representative by the Neutral Firm, shall be made in accordance with this Agreement and shall be binding and conclusive on the parties and shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereof, and (iv) the fees and expenses of the Neutral Firm shall be paid by the party whose calculation of 2013 Company Revenue deviated the most from the 2013 Company Revenue as determined by the Neutral Firm. (d) In Provided that the event Company 2013 Revenue (as shown on the Final Revenue Statement) exceeds $23,100,000, then Parent shall, as soon as reasonably practicable, deliver to the Exchange Agent (i) a number of shares of Parent Common Stock that Sellers disputes Purchaser’s determination is equal to the sum of the non-VASERshape Revenue Shares and the VASERshape Revenue Shares, less that number of shares equal to the amount of the Product RevenuesWB Fee due with respect thereto divided by the Parent Volume Weighted Average Price, and such number of shares shall be the ADS Appreciation Ratio and/or the amount of the “Earn-Out, out Consideration”; and (ii) cash equal to the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice WB Fee due with respect to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writingConsideration; provided, however, that each party in no event shall have the right maximum number of shares of Parent Common Stock so delivered and constituting Earn-out Consideration exceed 3,625,954, less that number of shares equal to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount of the WB Fee divided by the Parent Volume Weighted Average Price ; and provided further, that in no event shall the number of shares constituting Total Merger Consideration exceed 13,600,000 shares of Parent Common Stock in the aggregate less that number of shares equal to the amount of the WB Fee divided by the Parent Volume Weighted Average Price. Furthermore, any Earn-Out Consideration payable to Unaccredited Investors shall be paid in cash and not shares of Parent Common Stock, with such cash payable calculated pursuant thereto; providedbased on the number of shares of Parent Common Stock otherwise deliverable divided by the Parent Volume Weighted Average Price. The “non-VASERshape Revenue Shares” shall be that number of shares of Parent Common Stock that is the quotient of (A) the excess, howeverif any, of non-VASERshape Revenue over $19,900,000, multiplied by 1.25, divided by (B) the Parent Volume Weighted Average Price, provided in any event that the CPA Firm number of non-VASERshape Revenue Shares shall not change nor deviate from exceed 3,053,435. The “VASERshape Revenue Shares” shall be that number of shares of Parent Common Stock that is the calculation quotient of (A) the excess, if any, of VASERshape Revenue over $3,200,000, multiplied by 1.25, divided by (B) the Parent Volume Weighted Average Price, provided in any item event that the number of VASERshape Revenue Shares shall not specifically challenged exceed 3,053,435. The obligation to deliver Earn-out Shares is subject to the final sentence of Section 1.6(b) and Parent’s right to withhold such delivery in respect of its indemnification claims in accordance with Article 7. The cash delivered to the Exchange Agent on account of the WB Fee shall be paid to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. as provided in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdictionExchange Agent Agreement. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Margin.

Earn-Out. (a) In addition to the Purchase Price, if the Company meets or exceeds (i) the Revenue Target and (ii) the Product Margin Target, Purchaser shall pay in cash to Sellers, on a pro-rata basis, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio (the “Earn-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amount. (b) Within ten (10) business 90 days after the announcement date end of Parent’s fourth quarter fiscal year 20072014 of ▇▇▇▇ Food Company, Purchaser Inc., the Acquiror shall prepare, or cause to be prepared, prepared and deliver delivered to the Sellers’ Stockholder Representative (ion behalf of the Stockholders) a written statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of the Earn-Out determined in accordance with Section 2.4(a) (the “Earn-Out Statement”)” ) that shall include and set forth unaudited financial statements for fiscal years 2012, which 2013 and 2014 for Blueberry Farms of Mexico and Blueberry Farms of Georgia, based on the operations of such businesses as they exist on the Closing Date, and, based on such financial statements, and the provisions of this Section 2.12, a detailed calculation of the Earn-Out Amount. The Earn-Out Statement shall be accompanied by a certificate of the President and the Chief Financial Officer of the Acquiror, stating that the Earn-Out Statement and amounts calculated therefrom have been prepared in accordance with this Section 2.12 (including the Adjusted Korean GAAP, at Purchaserdefinitions of any capitalized terms used in this Section 2.12) and that the Earn-Out Statement and amounts calculated therefrom have been reviewed by Acquiror’s cost auditors and expense, and that such auditors did not propose any material adjustments or modifications thereto. (iib) such documentation, if any, as may be reasonably necessary to enable During the Sellers’ Representative to determine such amount. Concurrently with 30 day period following the delivery Stockholder Representative’s receipt of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Acquiror will cause the Surviving Corporation (i) to provide the Stockholder Representative for payment and his Representatives with access to Sellers, on a per share basis, the amount books and records of the Earn-Out, if any, specified Acquiror and its Subsidiaries relevant to the calculations set forth in the Earn-Out Statement. (c) After receipt from Purchaser , and to any other documents or information relating to the preparation of the Earn-Out Statement andor calculation of amounts reflected thereon reasonably requested by the Stockholder Representative or his Representatives, and to the employees of the Acquiror and its Subsidiaries responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof, and (ii) to use commercially reasonable efforts to obtain access to the work papers, if applicableany, the Earn-Out, Sellers shall have the right, at of its cost and expense, and upon not less than seven (7) days’ prior written notice auditors relating to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out Statement, subject to the execution of a customary access letter. The Earn-Out Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Stockholder Representative delivers to the Acquiror written notice of his disagreement (a “Notice of Earn-Out Disagreement”) specifying in detail the nature and amount of any dispute as to the calculation of the Earn-Out Amount, as set forth in the Earn-Out Statement Statement, and (ii) have reasonable access during normal business hours to inspect the books and records accompanied by a certificate of the Company Stockholder Representative’s auditors stating that they concur with each of the positions taken by the Stockholder Representative in the Notice of Earn-Out Disagreement. The Stockholder Representative shall be deemed to have agreed with the items and working papers amounts set forth in the Earn-Out Statement not specifically referenced in the Notice of Earn-Out Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.12(c). Any Notice of Earn-Out Disagreement may reference only disagreements based on mathematical errors or based on the calculation of amounts set forth in the Earn-Out Statement not being calculated in accordance with this Section 2.12. (including those prepared c) During the 15 day period following delivery of a Notice of Earn-Out Disagreement by advisors and other third parties, the Stockholder Representative to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product RevenuesAcquiror, the ADS Appreciation Ratio parties in good faith shall seek to resolve and incorporate into a writing any differences that they may have with respect to the amount computation of the Earn-Out by Amount as specified therein. During such 15 day period, the delivery Stockholder Representative shall (i) provide the Acquiror and its Representatives with access to its books and records and any other documents or information relating to the preparation of a written notice to Purchaser (the “Notice of Earn-Out Dispute Notice”) within sixty (60) days after receipt Disagreement or calculation of amounts thereon reasonably requested by the Sellers’ Acquiror or its Representatives, and to the relevant employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof, and (ii) shall use commercially reasonable efforts to obtain access to the work papers of its auditors relating to the Notice of Earn-Out Disagreement, subject to the execution of a customary access letter. Any disputed items resolved in writing between the Stockholder Representative and the Acquiror within such 15 day period shall be final and binding with respect to such items, and if the Stockholder Representative and the Acquiror agree in writing on the resolution of each disputed item specified by the Stockholder Representative in the Notice of Earn-Out Disagreement, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Stockholder Representative and the Acquiror have not resolved all such differences by the end of such 15 day period, the Stockholder Representative and the Acquiror shall submit, in writing, not later than the 30th day after the end of such 15 day period, to the Independent Accounting Firm, their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the Earn-Out Amount, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the Earn-Out Amount, which determination shall be final and binding on the parties for all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Stockholder Representative’s and the Acquiror’s respective calculations of the Earn-Out StatementAmount that are identified as being items and amounts to which the Stockholder Representative and the Acquiror have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may 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 claimed by either party. The determination of the Independent Accounting Firm shall be accompanied by a certificate of the Independent Accounting Firm that it reached such determination in accordance with the provisions of this Section 2.12. The Independent Accounting Firm shall be PriceWaterhouseCoopers or, if such firm is unable or unwilling to act, such determination by Purchaser other independent public accounting firm as shall be finalagreed in writing by the Stockholder Representative and the Acquiror. The Stockholder Representative and the Acquiror shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in any court referred to in Section 8.10. The costs of any dispute resolution pursuant to this Section 2.11(c), conclusive including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Stockholder Representative and the Acquiror in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. Notwithstanding the foregoing, if there are unresolved disagreements between the Stockholder Representative and the Acquiror concerning either the application of the employment contingencies set forth in Section 2.12(d) or the performance of the Acquiror of its covenant set forth in Section 5.2, the Independent Accounting Firm shall not deal with such dispute but shall calculate the Earn-Out Amount under the assumptions that the disputed employment contingencies had not been satisfied and that the Acquiror had performed its covenant set forth in Section 5.2, but the calculation of the Earn-Out Amount by the Independent Accounting Firm under such assumptions shall only be binding upon the parties in the senses that: (i) such determined Earn-Out Amount shall be paid forthwith by the Acquiror to the Stockholders Representative; and (ii) any amounts calculated by the Independent Accounting Firm that are not affected by such assumptions shall be final and binding for all purposes of this Agreementupon the parties. (d) In For all purposes of this Agreement and subject to the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenuesadjustments set forth in this Section 2.12(d), the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a “Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (Amount” means the amount equal the lesser of any disputed Contingent Payment being referred to herein (i) $15,000,000 and (ii) the difference (but not less than zero Dollars ($0.00)) between: (x) six (6) times the average annual combined EBITDA of the Farm Operations, as such operations exist on the “Disputed Contingent Payment”Closing Date, calculated for two (2) of the three (3) full fiscal years (i.e., fiscal years 2012, 2013 and 2014) following the Closing having the highest combined EBITDA of the Farm Operations (consistently applied), less (y) the $3,000,000 no-risk, non-refundable payment for such businesses included in the Closing Cash Amount, and less (z) Adjusted Capital Expenditures. In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery The payment of the Earn-Out Dispute Notice, then the dispute shall be submitted Amount is subject to the CPA Firm for determination in accordance with three Individual Sellers’ satisfying the following provisions: employment contingencies: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced ▇▇▇▇▇ ▇▇▇▇▇ must be employed by the date Acquiror and/or its Subsidiaries for a period of thirty six (36) consecutive calendar months commencing on the engagement letter), copies of (A) the Earn-Out StatementClosing Date, (Bii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ must be employed by the Earn-Out Dispute Notice Acquiror and/or its Subsidiaries for a period of twenty four (24) consecutive calendar months commencing on the Closing Date, and (Ciii) ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. must be employed by the Acquiror and/or its Subsidiaries for a list period of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out twelve (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party 12) consecutive calendar months commencing on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writingClosing Date; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event any such Individual Seller fails to be employed by the Acquiror and/or its Subsidiaries for the requisite number of months, such Individual Seller’s corresponding employment contingency shall nevertheless be deemed satisfied by such Individual Seller to the extent the reason for such failure is because (A) such Individual Seller has died, (B) such Individual Seller’s employment by the Acquiror and/or its Subsidiaries is Terminated by the Acquiror as a result of such Individual Seller becoming Disabled at any Customer Offering time during his respective term of employment, (C) such Individual Seller’s employment by the Acquiror and/or its Subsidiaries is bundled with another product which Terminated other than for Cause or (D) such Individual Seller’s employment by the Acquiror and/or its Subsidiaries is not a product Terminated for Good Reason. In the event the foregoing employment contingencies are only partially satisfied (i.e., one or more Sellers fails to continue his employment as prescribed for the entire specified duration and none of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Margin.four specified exceptions

Earn-Out. (a) In addition to the Cash Portion of the Purchase PricePrice and the Closing Shares payable and issuable at the Closing pursuant to this Section 2.1, if the Company meets or exceeds (i) the Revenue Target and (ii) the Product Margin Target, Purchaser Shareholders shall pay in cash be entitled to Sellers, on a pro-rata basis, receive the Earn-Out Amount less determined and payable as provided in this Section 2.1(n). (i) PentaStar agrees that, during the product Earn-Out Period, it will conduct the Retained Operations in the Phoenix and Tucson, Arizona metropolitan area as a separate division of PentaStar with no other operations (the "Partel Division"). The operations of the Stock Consideration and Partel Division will be conducted in accordance with the ADS Appreciation Ratio cost structure set forth in Exhibit 2.1(n) to this Agreement. (ii) As soon as reasonably practicable after the “end of the Earn-Out”) exclusive of Out Period, and in any Taxevent by April 30, fees or other expenses of any kind; provided that 2001, PentaStar will cause the exchange rate shall be fixed at the Exchange Rate independent auditors who audit its financial statements for the year 2000 to prepare a separate income statement of the Partel Division for the Earn-Out Period (which need not be audited) in accordance with GAAP on a basis consistent with the historical accounting practices of PentaStar, and a written calculation of the Earn-OutOut Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Shareholders. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Shareholders will, 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 for such proposed adjustments. PentaStar shall make the books of the Partel Division (and, to the extent relevant, the books of PentaStar) available to the Shareholders' Agent for purposes of reviewing and verifying the Earn-Out Financial Statements. The failure by PentaStar or the Shareholders to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Shareholders within such 20-day period, the dispute shall be resolved as provided in Section 2.1(p). The fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements will be paid 50% by PentaStar and 50% by the Shareholders. Such fees and expenses shall not include any portion of the work done by PentaStar's auditors in connection with its annual audit. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Shareholders or the resolution of any disputes under Section 2.1(p), as the case may be, PentaStar will pay the Earn-Out Amount, if any, to the Shareholders. The Earn-Out Amount shall not exceed the Earn-Out Amount. (b) Within ten (10) business days after the announcement date of Parent’s fourth quarter fiscal year 2007be payable in PentaStar's sole discretion, Purchaser shall preparein cash or PentaStar Common Stock, or cause to be prepared, and deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation any combination thereof, the ADS Appreciation Ratio and the amount of the Earn-Out determined in accordance with Section 2.4(a) (the “Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out Statement. (c) After receipt from Purchaser of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers shall have the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (iiA) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination at least 50% of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount first $1,000,000 of the Earn-Out calculated pursuant thereto; providedAmount shall be paid in cash and (B) the total amount of cash included in the payment of the Earn-Out Amount shall not be such as to cause the Purchase Price, howevertaken as a whole, not to comply with the continuity of interest test for a tax-free reorganization under Section 368 of the Code, as determined in good faith by PentaStar based on the advice of counsel. The per share value of the PentaStar Common Stock for that purpose shall be the remainder of (A) the Fair Market Value of the PentaStar Common Stock as of the date that the CPA Firm Earn-Out Amount is paid minus (B) the Company Increase. The cash portion of the Earn-Out Amount shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered be paid by wire transfer to an account or accounts designated by the CPA Firm shall Shareholders. The certificates representing the shares of PentaStar Common Stock issued in payment of the Earn-Out Amount will be final, conclusive and binding upon mailed to the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdictionShareholders at their addresses for notice purposes under this Agreement. (iiiiv) The fees and expenses In the event that PentaStar sells the operations conducted by the Partel Division (whether separately or as part of the CPA Firm sale of all of the assets or operations of PentaStar, and whether in connection with a sale of assets, by merger or otherwise) prior to the resolution end of disputes pursuant the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligations of PentaStar to pay the Earn-Out Amount as provided in this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, Section 2.1(n). In that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without meritevent, the CPA Firm may, purchaser may pay the Earn-Out Amount in its discretion, assign a greater portion combination of cash and such purchaser's common equity securities based on the fair market value of such fees and expenses to such Partysecurities on the relevant date as provided in this Section 2.1(n). (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Margin.

Earn-Out. A. Approximately 50,150 square feet of tenant space at the Property has not been fully constructed and/or leased as of the Closing Date (athe "Vacant Space"). Buyer hereby hires Sellers to serve as Buyer's exclusive listing agent for all of the Vacant Space during the term of this Agreement. Sellers shall be responsible for negotiating the terms of the lease agreements and related matters and shall bear expenses incurred in connection therewith. B. Buyer shall make earn-out payments to Sellers at one or more closings ("Earn-out Closings") In addition to upon each tenant's Acceptance of its applicable portion of the Purchase PriceVacant Space. "Acceptance" shall mean that such tenant has executed a lease agreement, if the Company meets or exceeds (i) the Revenue Target accepted and (ii) the Product Margin Targettaken possession of its premises, Purchaser shall pay in cash to Sellersopened for business and commenced full rental payments, including CAM, taxes and insurance on a propro rata basis and delivered a certificate of occupancy and tenant estoppel to Buyer. It shall be Sellers' responsibility and sole cost and expense for leasing out and paying all costs related to placing the tenants into their leaseable space. Once leased and Accepted as provided above, the premises occupied by a tenant shall be referred to hereunder as "Accepted Vacant Space." The amount of the earn-rata basis, out payment to be paid to Sellers at each Earn-out Closing (the "Earn-out Amount") for the applicable Accepted Vacant Space shall be calculated according to the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio (the “out Formula attached hereto as EXHIBIT A. Each Earn-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate out Closing shall be fixed occur upon at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amount. (b) Within least ten (10) business days after the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, days' prior written notice ("Notice") by Sellers to Buyer that one or cause to be prepared, and deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount more of the Earn-Out determined previously unleased spaces has been leased on terms substantially in accordance with Section 2.4(a) (the “EXHIBIT B hereto. The aggregate of all Earn-Out Statement”), which shall be prepared in accordance with out Amounts payable hereunder is referred to as the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the "Aggregate Earn-Out Statement, Purchaser out Amount," an estimate of which is set forth on EXHIBIT C hereto. Buyer shall deposit into a nominated account as established by the Sellers’ Representative for payment have no obligation to Sellers, on a per share basis, the amount of the pay any Earn-Out, if any, specified in the out Amount or consummate any Earn-Out Statement. (c) After receipt from Purchaser of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers shall have the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice out Closing with respect to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute any Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days sent after the date of the engagement of the CPA Firm that is eighteen (as evidenced by 18) months from the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out hereof (the “Unresolved Objections”"Termination Date"). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Margin.

Earn-Out. (a) In addition Notwithstanding anything to the Purchase Pricecontrary herein, if the Company meets or exceeds (i) the Revenue Target and (ii) the Product Margin Target, Purchaser in no event shall pay in cash to Sellers, on a pro-rata basis, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio (the exceed $10,000,000. The “Earn-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate Out Consideration” shall be fixed at the Exchange Rate $1 for the calculation each $1 of the Earn-OutTarget Revenues in excess of $16,000,000. The Earn-Out shall not exceed Consideration, as finally determined pursuant to this Section 2.9, plus the Tool Vendor Reimbursement, if any, is referred to as the “Aggregate Earn-Out AmountConsideration”. (b) Within ten (All determinations of Target Revenues shall be determined by Acquiror using its books and records in accordance with GAAP applied in the same manner, and using the same accounting policies and methodologies, as such principles are applied in the preparation of the consolidated financial statements of Acquiror in its quarterly and annual reports on Form 10) business days after -Q and 10-K, as filed by Acquiror with the announcement SEC with respect to the Earn-Out Period. Notwithstanding the foregoing, in the event of adjustments to financial statements included in any periodic or current report filed by Acquiror pursuant to the Exchange Act, from the date hereof through the filing of ParentAcquiror’s fourth quarter Annual Report on Form 10-K for the fiscal year 2007in which the Earn-Out Period ends, Purchaser shall preparewhether such adjustments are due to restatement, changes in accounting principles required under GAAP or pursuant to SEC comment or disclosure or accounting requirement or regulation, or cause to be prepared, and deliver otherwise that result in adjustments to the Sellers’ Representative (i) a statement setting forth the Product Target Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount any period ending on or prior to end of the Earn-Out determined Period, the Target Revenues derived from such revised and adjusted financial statements shall control in accordance with Section 2.4(adetermining the Target Revenues. Subject to the foregoing, the Target Revenues shall reflect and be net of (without duplication) all (the “i) returns of Target Earn-Out Statement”), which shall be prepared in accordance with Products and authorizations of returns of the Adjusted Korean GAAP, at Purchaser’s cost and expense, and Target Earn-Out Products whether or not physically received back from customer; (ii) such documentationwarranty claims; (iii) product liability claims; (iv) uncollectible accounts and (v) other adjustments that are required under GAAP, if anyincluding adjustments prescribed or advisable under Financial Accounting Standards Board Accounting Standards Codification No. 605, “Revenue Recognition” and SEC Staff Accounting Bulletin #No. 101, “Revenue Recognition in Financial Statements”, as may amended by SEC Staff Accounting Bulletin No. 104, “Revenue Recognition” or pursuant to SEC comment, disclosure or accounting requirement or regulation. The Target Revenues shall eliminate inter-company transactions among Acquiror and its subsidiaries such that the Target Revenues shall be reasonably necessary to enable the Sellers’ Representative to determine such amountbased only on transactions between Acquiror (as a consolidated entity) and any third party. Concurrently with the delivery of the Whenever Target Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basisProducts are sold in combination with other products of Acquiror, the amount attributable to the Target Revenues shall be allocated by Acquiror in its reasonable discretion in a fair and equitable manner taking into consideration the historical costs (including any increases or decreases in such costs) of the Earn-Out, if any, specified in the Target Earn-Out Statement. (c) After receipt from Purchaser of the Earn-Out Statement andProducts in comparable volumes, if applicable, the Earn-Out, Sellers shall have the right, at its cost as well as production costs and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom competitive analyses attributable to the Customer Offerings shall be included in the calculation various components of the Product Profits, the Product Revenues and the Product Margincombined product(s).

Earn-Out. (a) In addition to the Purchase PriceClosing Payment, if the Company meets or exceeds Preferred Stockholders shall be entitled to receive, in the aggregate, an amount of Buyer Stock (such amount, the “Earn-Out Payment”) with a value equal to (i) the lesser of (x) $12,000,000 and (y) the product of (A) two and (B) the excess, if any, of (1) Revenue Target and for the Elected Year over (2) $4,000,000 (such excess, “Excess Revenue”) minus (ii) the Product Margin Target, Purchaser shall pay in cash to Sellers, on a pro-rata basis, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio (the “Earn-Out”) exclusive amount of any Taxoffset pursuant to Section 4.4, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amountin accordance with this Section 4.3. (b) Within ten the 90-day period following the end of each of the fiscal years ending December 31, 2005, 2006 and 2007 (10) business days after each, a “Fiscal Year”), the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be prepared, and Buyer will deliver to the SellersStockholders’ Representative Representatives an unaudited income statement of the Surviving Corporation for such Fiscal Year prepared in accordance with GAAP (each, an “Income Statement”); provided that the Buyer will no longer be required to deliver any such Income Statement to the Stockholders’ Representatives following the designation of an Elected Year by delivery of an Election Notice or as otherwise provided in accordance with the second sentence of this clause (b). The Stockholders’ Representatives may, by written notice (the “Election Notice”) to the Buyer not later than the 45th day after delivery to the Stockholders’ Representatives of any such Income Statement that reflects Excess Revenue for the Fiscal Year that is the subject of such Income Statement, elect to calculate the Earn-Out Payment with reference to such Fiscal Year (such designated Fiscal Year, the “Elected Year”); provided that if at any time during a Fiscal Year, and prior to the designation of an Elected Year in accordance with this clause (b), Revenue for such Fiscal Year equals or exceeds $10,000,000, then such Fiscal Year shall be deemed to be designated the Elected Year by the Stockholders’ Representatives on the 90th day after the end of such Fiscal Year. Buyer agrees to use commercially reasonable efforts to inform the Stockholders’ Representatives promptly after the date, if any, upon which the Buyer becomes aware that Revenue in any Fiscal Year exceeds $10,000,000. (c) Within the 120-day period following the date on which the Elected Year is designated by the Stockholders’ Representatives by delivery to Buyer of an Election Notice or as otherwise provided in accordance with clause (b) above, the Buyer will deliver to the Preferred Stockholders the Earn-Out Payment as follows: (i) a statement setting forth Each Series B-2 Preferred Stockholder shall be entitled to receive, provided that such Series B-2 Preferred Stockholder shall have previously surrendered of all Company Certificates held by such Series B-2 Preferred Stockholder as provided in Section 4.6, such number, rounded to the Product Revenues nearest whole number, of shares of Buyer Stock, issued to such Series B-2 Preferred Stockholder, equal to (A) the product of (1) the amount that is equal to (w) in the event the Aggregate Net Series B-2 Payment (as defined below) is less than $5,000,000: the difference between (I) 5% of the total Aggregate Net Series B-2 Payment minus (II) the sum of the Initial Series B-2 Payment plus $83,333; (x) in the event the Aggregate Net Series B-2 Payment is more than $5,000,000 but less than $10,000,000: the sum of the amount described in clause (w) above plus 3% of the Aggregate Net Series B-2 Payment that exceeds $5,000,000; (y) in the event the Aggregate Net Series B-2 Payment is more than $10,000,000 but less than $15,000,000: the sum of the amount described in clause (x) above plus 2% of the Aggregate Net Series B-2 Payment that exceeds $10,000,000; and (z) in the event the Aggregate Net Series B-2 Payment is more than $15,000,000: the sum of the amount described in clause (y) above plus 1% of the Aggregate Net Series B-2 Payment that exceeds $15,000,000, and (2) the Earn-Out Payment divided by (B) the average closing price per share, rounded to the fourth decimal place, of Buyer Stock as reported on NASDAQ for the calendar year 2007, each component used ten Trading Days ending on the third Trading Day prior to the date on which the Earn-Out Payment is made (the “Average Price”). The “Aggregate Net Series B-2 Payment” shall be the result of (aa) the Merger Consideration less (bb) the value of the consideration assigned for the benefit of participants in the calculation thereofCompany’s Management Incentive Plan dated on or about the date of this Agreement as determined in good faith and in the sole discretion of the Stockholders’ Representatives by written notice to the Buyer not later than ten Business Days prior to the date on which the Earn-Out Payment is made. (ii) Each Series AA Preferred Stockholder shall be entitled to receive, provided that such Series AA Preferred Stockholder shall have previously surrendered of all Company Certificates held by such Series AA Preferred Stockholder as provided in Section 4.6, such number, rounded to the ADS Appreciation Ratio nearest whole number, of shares of Buyer Stock, issued to such Series AA Preferred Stockholder, equal to (A) the product of (x) such Series AA Preferred Stockholder’s Pro Rata Multiplier and (y) the amount excess of the Earn-Out determined in accordance with Section 2.4(a) (Payment over the “Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out Statement. (c) After receipt from Purchaser of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers shall have the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to aggregate payments payable under clause (i) meet with Purchaser and above divided by (B) the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this AgreementAverage Price. (d) In no event shall the event that Sellers disputes Purchaser’s determination number of the amount shares of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Buyer Stock be calculated under this Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers 4.3 until an effective Resale Registration Statement is available with respect to the calculation of the amount of the Earn-Out such Buyer Stock. (the “Unresolved Objections”). Each of Purchaser and the Sellerse) The Stockholders’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party Representatives shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination audit any Income Statement of the Unresolved ObjectionsSurviving Corporation delivered under this Section 4.3 for completeness, accuracy and compliance with GAAP, provided that any such audit shall be conducted in a commercially reasonable manner at reasonable times during the CPA FirmSurviving Corporation’s reasons therefor normal business hours and no more than one such audit may be conducted for any Income Statement. Such audit shall be at the amount expense of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation Stockholders’ Representatives unless such audit reveals an understatement in Revenue of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm maymore than 5%, in its discretion, assign a greater portion which case Buyer shall pay the reasonable cost of such fees and expenses to such Partyaudit. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Margin.

Earn-Out. (a) In addition On or before the 75th day following the expiration of the calendar year 2005 (the "Earn-Out Post-Closing Delivery Period"), the Surviving Corporation shall deliver to each Shareholder copies of the Purchase PriceSurviving Corporation's year-end financial statements for calendar year 2005 and a calculation of EBITDA for calendar year 2005 (the "Earn-Out Post-Closing Delivery"). If the Surviving Corporation's EBITDA for calendar year 2005 is $600,000 or more (the "EBITDA Target"), if the Company meets or exceeds Shareholders shall be entitled to receive their respective Pro-Rata portions of $500,000 (i) the Revenue Target and (ii) "Earn-Out Amount"), as more fully set forth in this Section 2.3. If the Product Margin TargetSurviving Corporation's EBITDA for calendar year 2005 is less than $600,000, Purchaser the Shareholders shall pay in cash not be entitled to Sellers, on a pro-rata basis, the Earn-Out Amount less (or any portion thereof). If the product of Surviving Corporation fails to deliver to each Shareholder the Stock Consideration and the ADS Appreciation Ratio (the “Earn-Out”Out Post-Closing Delivery on or before the tenth (10th) exclusive of any Tax, fees or other expenses of any kind; provided that business day after the exchange rate shall be fixed at the Exchange Rate for the calculation expiration of the Earn-Out. The EarnOut Post-Out Closing Delivery Period, the EBITDA Target shall not exceed be deemed to have been met and the Shareholders shall entitled to receive their Pro-Rata portions of the Earn-Out AmountAmount in accordance with Section 2.3(f) hereof. In no event shall any Shareholder be required to make a payment to the Surviving Corporation or any other party in the event that, and solely as a result of the fact that, the EBITDA Target has not been met. (b) Within ten (10) business days after the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be prepared, and deliver to the Sellers’ The Shareholders' Representative (ifor and on behalf of the Shareholders) a statement setting forth shall have thirty (30) days from the Product Revenues for date the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of Surviving Corporation makes the Earn-Out determined in accordance with Section 2.4(a) Post- Closing Delivery (such period, the “"Earn-Out Statement”)Dispute Period") to notify the Surviving Corporation, which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if anywriting, as may be reasonably necessary to enable whether the Sellers’ Shareholders' Representative to determine such amount. Concurrently agrees or disagrees with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basisPost-Closing Delivery (such written notice, the amount of the "Earn-Out, if any, specified in Out Dispute Notice"). During the Earn-Out Statement. Dispute Period, the Shareholders' Representative and her accountants shall be permitted to review (cduring regular business hours and upon reasonable prior notice) After receipt from Purchaser the working papers of the Earn-Out Statement and, if Surviving Corporation and (where applicable, ) the Earn-Out, Sellers shall have Surviving Corporation's accountants relating to the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as matters set forth in the Earn-Out Statement and Post-Closing Delivery. (iic) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Shareholders' Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a deliver an Earn-Out Dispute Notice to Purchaser within the Surviving Corporation during the Earn-Out Dispute Period, the Earn-Out Post-Closing Delivery as delivered by the Surviving Corporation shall be deemed to be final and correct and shall be binding upon each of the parties hereto. (d) If the Shareholders' Representative delivers an Earn-Out Dispute Notice to the Surviving Corporation during an Earn-Out Dispute Period, the Shareholders' Representative and the Surviving Corporation shall, for a period set forth in Section 2.4(cof forty-five (45) days from the date the Earn-Out Dispute Notice is delivered to the Surviving Corporation (such period, the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”"Earn-Out Resolution Period"). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith their respective best efforts to amicably resolve such dispute between themthe items in dispute. Any items so resolved by the parties shall be deemed to be final and correct as so resolved and shall be binding upon each of the parties hereto. (e) If they the Shareholders' Representative and the Surviving Corporation are unable to resolve all of the items in dispute within thirty during the Earn-Out Resolution Period, then Shareholders' Representative or the Surviving Corporation may refer the items remaining in dispute to Deloitte & Touche (30) days after the delivery "Independent Accountants"), which the Company and the Parent both represent is independent of their interests. Such referral shall be made in writing to the Independent Accountants, copies of which shall concurrently be delivered to the non-referring party hereto. The referring party shall furnish the Independent Accountants, at the time of such referral, with the Earn-Out Post-Closing Delivery and the Earn-Out Dispute Notice, then . The parties shall also furnish the dispute Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the items in dispute. The parties hereto shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firmalso, within ten (10) days after of the date the items in dispute are referred to the Independent Accountants, provide the Independent Accountants with a written notice (a "Earn-Out Position Statement") describing in reasonable detail their respective positions on the items in dispute (copies of which will concurrently be delivered to the other party hereto). If any party fails to timely deliver its Earn-Out Position Statement to the Independent Accountants, the Independent Accountants shall resolve the items in dispute solely upon the basis of the engagement information otherwise provided to them. The Independent Accountants shall resolve all disputed items in a written determination to be delivered to each of the CPA Firm parties hereto within forty-five (45) days after such matter is referred to them; provided, however, that any delay in delivering such determination shall not invalidate such determination or deprive the Independent Accountants of jurisdiction to resolve the items in dispute. The decision of the Independent Accountants as evidenced to the items in dispute shall be final and binding upon the parties hereto and shall not be subject to judicial review or arbitration. The fees and expenses of the Independent Accountants incurred in the resolution of any items in dispute shall be determined by the date of Independent Accountants and set forth in their report and shall be allocated and paid by the engagement letter)Shareholders, copies of on one hand, and the Surviving Corporation, on the other hand, in inverse proportion to the extent they prevailed on the items in dispute. (Af) Once there is a final determination with respect to the Earn-Out StatementPost-Closing Delivery, (B) if such final determination results in the Surviving Corporation owing the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect Amount to the calculation Shareholders (whether through failure of the amount of Surviving Corporation to timely deliver the Earn-Out (Post-Closing Delivery, failure of the “Unresolved Objections”). Each Shareholders' Representative to timely deliver an Earn-Out Dispute Notice, agreement of Purchaser and the Sellers’ Representative shall submit to parties, or determination of the CPA Firm (with a copy delivered to the other Party on the same dayIndependent Accountants), the Surviving Corporation shall pay each Shareholder within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth such final determination their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount Pro-Rata portion of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged Amount in immediately available funds and Standard Management Shares in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive same proportion of cash and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of stock as such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of Shareholder received at the Closing; provided that Voting Trustee's Pro-Rata portion of the Earn-Out Amount (including both cash and stock) shall be paid to the Escrow Agent to be held in escrow pursuant to the terms of the Escrow Agreement. (g) During the period from the Closing through December 31, 2005, Parent shall cause the Surviving Corporation to operate its business in the event ordinary course and usual course consistent with past practices and will not cause EBITDA to be artificially reduced by virtue of any Customer Offering is bundled expenses that were not consistent with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Marginpast practices or accelerated expenses or delayed income.

Earn-Out. (a) In addition Following the Closing, at such time as provided in this Section 2.12, the Pioneer Parties shall pay to the Purchase PriceRepresentative, if the Company meets or exceeds (i) the Revenue Target and (ii) the Product Margin Targetin accordance with Section 2.12(c), Purchaser shall pay in cash with respect to Sellers, on a pro-rata basis, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio out Period, an amount, if any, calculated as follows (the “Earn-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the an illustrative calculation of the Earn-Out. The Earn-Out shall not exceed out Amount is set forth on Schedule C): if the Actual Gross Profit Amount during the Earn-Out out Period is greater than the Earn-out Threshold, the Pioneer Parties shall pay or cause to be paid to the Representative on behalf of the Company Members and the UAR Holders, in the aggregate, in accordance with this Section 2.12, an amount equal to (such amount, the “Earn-out Amount”) the product of (A) the Maximum Earn-out Amount multiplied by (B) the lesser of (1) one or (2) the Percentage of Target Gross Profit Amount Achieved. (b) Within ten For purposes of determining whether any Earn-out Amount is due to the Company Members and the UAR Holders, no later than thirty (1030) business days after the announcement date issuance and release of Parent’s fourth quarter the audited consolidated financial statements for the Company for the fiscal year 2007ending December 31, Purchaser shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of the Earn-Out determined in accordance with Section 2.4(a) (the “Earn-Out Statement”)2018, which audited consolidated financial statements shall be prepared in accordance with the Adjusted Korean GAAPAccounting Principles, at Purchaser’s cost Pioneer Investment shall deliver to the Representative a written statement (the “Earn-out Statement”) setting forth in reasonable detail the calculation of the Actual Gross Profit Amount, together with reasonable supporting documentation thereof. The Pioneer Parties shall take all commercially reasonable steps to cause the above-referenced audited consolidated financial statements of the Company to be completed and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amountdelivered on a timely basis. Concurrently with Following the delivery of the Earn-Out Statementout Statement to the Representative, Purchaser Pioneer Investment and the Surviving Entity shall deposit into a nominated account afford the Representative and its representatives the opportunity to examine the Earn-out Statement and such supporting schedules, analyses, workpapers and other underlying records or documentation as established are reasonably requested and necessary and appropriate. Pioneer Investment, the Surviving Entity and their respective representatives shall cooperate with the Representative in such examination, including providing answers to reasonable questions asked by the Sellers’ Representative for payment and its representatives and promptly making available to Sellersthe Representative and its representatives any copies of records reasonably requested and necessary and appropriate. If, on a per share basis, the amount within thirty (30) days following delivery of the Earn-Outout Statement to the Representative, if any, specified in the Representative has not delivered to Pioneer Investment written notice (the “Earn-Out Statement. (cout Objection Notice”) After receipt from Purchaser of setting forth in reasonable detail the Earn-Out Statement and, if applicable, reasons for which the Earn-Out, Sellers shall have Representative does not agree with the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as Actual Gross Profit Amount set forth in the Earn-Out out Statement, then the Earn-out Statement and (ii) have reasonable access during normal business hours to inspect the books determination of whether payment of an Earn-out Amount is due based on such Earn-out Statement shall be binding and records final for all purposes of this Agreement. If, based on the Company Actual Gross Profit Amount, an Earn-out Amount is due, such Earn-out Amount shall be due and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculationpayable as provided in Section 2.12(c). If the Sellers’ 30 Representative fails delivers an Earn-out Objection Notice within such thirty day (30) period, then the Representative and Pioneer Investment shall try to challenge Purchaserresolve any differences in their respective positions with respect to Pioneer Investment’s determination calculation of the Product Revenues, Actual Gross Profit Amount. If the ADS Appreciation Ratio Representative and Pioneer Investment are unable to agree upon the amount calculation of the Actual Gross Profit Amount within thirty (30) days after the Representative’s delivery of the Earn-Out by out Objection Notice to Pioneer Investment, then the delivery of a written notice matter to Purchaser be resolved (the “Earn-Out Dispute Noticeout Dispute”) shall be submitted for resolution to the Referee within sixty the following five (605) Business Days (it being understood that such Referee shall be selected in the same manner as provided in Section 2.11(b)). Pioneer Investment and the Representative shall each provide to the Referee and the other Party a statement of its position as to calculation of the Actual Gross Profit Amount and whether an Earn-out Amount is due within fifteen (15) days from the date of the referral to the Referee. The Referee shall make a written determination as promptly as practicable, but in any event within thirty (30) days after receipt the date on which the dispute is referred to the Referee, by determining the Actual Gross Profit Amount; provided, that the Actual Gross Profit Amount as determined by the Sellers’ Referee may not be greater than the greatest value for Actual Gross Profit Amount claimed by any Party or less than the smallest value for Actual Gross Profit Amount claimed by any Party. If any objections are submitted to the Referee for resolution, each Party shall furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may request and are available to that Party or its subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee. In the event a dispute is submitted to the Referee in connection with the determination of the Actual Gross Profit Amount, the costs and expenses of the Referee will be borne by the Parties in such proportion as is appropriate to reflect the relative benefits received by the Pioneer Parties and the Representative on behalf of the Company Members and the UAR Holders from the resolution of the Earn-Out Statementout Dispute. The decision of the Referee shall be final and binding for all purposes of this Agreement and the Earn-out Statement shall be revised, if necessary, to reflect such decision and the Earn-out Statement and thereupon the calculation of the Actual Gross Profit Amount and whether any such Earn-out Amount is due shall be final and binding for all purposes of this Agreement. Such determination by Purchaser the Referee shall be finalconclusive and binding upon the Parties, conclusive absent fraud or manifest error. With respect to any Earn-out Dispute referred to the Referee, the Referee shall not be authorized or permitted to (A) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of the Earn-out Dispute in accordance with this Section 2.12(b) or (B) apply any accounting methods, treatments, principles or procedures other than the Accounting Principles. If at any time Pioneer Investment and the Representative resolve their dispute, then, notwithstanding the preceding provisions of this Section 2.12(b), the Referee’s involvement promptly shall be discontinued and the Earn-out Statement shall be revised, if necessary, to reflect such resolution and the Earn-out Statement and thereupon the calculation of the Actual Gross Profit Amount and whether any Earn-out Amount is due shall be final and binding for all purposes of this Agreement. (dc) In When the event that Sellers disputes Purchaser’s determination of Earn-out Statement becomes final and binding in accordance with Section 2.12(b), if there is any Earn-out Amount owed to the amount of Company Members and the Product RevenuesUAR Holders, then the ADS Appreciation Ratio and/or Pioneer Parties shall first pay the amount portion of the Earn-Out, out Amount owed to ▇▇▇▇▇▇▇ pursuant to the Sellers’ Representative shall so notify Purchaser by delivering a ▇▇▇▇▇▇▇ Engagement Letter set forth on Company Disclosure Schedule 3.13 (the “▇▇▇▇▇▇▇ Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a disputeout Amount Fee” and, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then out Amount less the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the ▇▇▇▇▇▇▇ Earn-Out Statementout Amount Fee, (B) the “UAR/Company Member Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objectionsout Amount”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Margin.fifteen

Earn-Out. (a) In addition to Within forty-five (45) days of the Purchase Priceend of the fiscal quarter ending on March 31, if 2021, and each subsequent fiscal quarter following the Company meets or exceeds (i) the Revenue Target and (ii) the Product Margin Target, Purchaser shall pay in cash to Sellers, on a pro-rata basis, Closing until the Earn-Out Amount less (if any) is finally determined and paid (or determined to not be payable), the product of Purchaser shall deliver, or cause the Stock Consideration Company and its Subsidiaries to deliver, to the ADS Appreciation Ratio Seller Representative, (the “Earn-Out”i) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate quarterly unaudited financial statements for such fiscal quarter for the Company and its Subsidiaries, and (ii) a reasonably detailed statement setting forth the Purchaser’s estimated calculation of Final Measurement Period Adjusted EBITDA for the period commencing with the beginning of the Earn-OutOut Period through the end of such fiscal quarter, including reasonable supporting information. The Earn-Out shall not exceed During the Earn-Out AmountPeriod, the Purchaser shall hold quarterly financial and integration update calls between the Purchaser, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Group LLC, and EBS. (b) Within ten No later than forty-five (1045) business days after following the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount end of the Earn-Out determined Period, the Purchaser shall deliver to the Seller Representative a reasonably detailed statement setting forth Final Measurement Period Adjusted EBITDA, the resulting Earn-Out Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool, including the calculations therefore and reasonable supporting information (such statement, in accordance with Section 2.4(a) (its final and binding form, the “Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out Statement. (c) After receipt from The Purchaser and its Subsidiaries (including the Company and its Subsidiaries) shall (i) permit the Seller Representative and its Representatives to have reasonable access, during normal business hours, to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) pertaining to or used in connection with the preparation of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers shall have the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the Earn-Out Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool and provide the Seller Representative with copies thereof (as reasonably requested in writing by the Seller Representative) and (ii) provide the Seller Representative and its Representatives reasonable access to the Purchaser’s and its Subsidiaries’ (including the Company’s and its Subsidiaries’) employees and Representatives involved in the calculation of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool and the preparation of the Earn-Out Statement (including making such Persons available to respond to reasonable written or oral inquiries of the Seller Representative or its Representatives; provided, however, that neither the Purchaser nor its Subsidiaries (including, following the Closing, the Company and its Subsidiaries) shall be required to provide such access or information to the extent that doing so would jeopardize attorney-client privilege); provided, further, that the Company and its Subsidiaries shall take all reasonable steps to permit such access in a manner or on a basis that does not jeopardize the attorney-client privilege or attorney work-product doctrine or such other applicable privilege. If the Seller Representative disagrees with any part of the Purchaser’s calculation of the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount calculation of the Earn-Out by Amount and the delivery of a written notice resulting amount payable pursuant to Purchaser (the “EarnPost-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product RevenuesClosing Transaction Bonus Pool, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Seller Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day)shall, within thirty (30) days after the date Seller Representative’s receipt of the Earn-Out Statement (the “Earn-Out Review Period”), notify the Purchaser in writing of such disagreement by specifying the items in the Earn-Out Statement disputed by Seller Representative and setting forth the Sellers’ calculation of the Earn-Out Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool, including its calculation of Final Measurement Period Adjusted EBITDA, and describing in reasonable detail the basis for such disagreement (an “Earn-Out Objection Notice”). If the Seller Representative fails to deliver an Earn-Out Objection Notice to the Purchaser prior to the expiration of the Earn-Out Review Period, then the Earn-Out Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool set forth in the Earn-Out Statement shall be binding and final on all parties hereto. If an Earn-Out Objection Notice is delivered to the Purchaser prior to the expiration of the Earn-Out Review Period, then the Purchaser and the Seller Representative shall negotiate in good faith to resolve their disagreements with respect to the computation of Final Measurement Period Adjusted EBITDA and the Earn-Out Amount and resulting the amount payable pursuant to the Post-Closing Transaction Bonus Pool calculated therefrom. The Purchaser and the Seller Representative each acknowledge and agree that all discussions related to the Earn-Out Objection Notice (and all communications between the parties in connection with attempting to settle any such dispute) are, without prejudice, communications made in confidence with the intent of attempting to resolve a litigious dispute and are subject to settlement privilege. In the event that the Purchaser and the Seller Representative are unable to resolve all such disagreements within thirty (30) days after the Purchaser’s receipt of such Earn-Out Objection Notice or such longer period as the Purchaser and the Seller Representative may mutually agree in writing, the Purchaser and the Seller Representative shall submit such remaining disagreements to the Valuation Firm. (d) The Valuation Firm shall act as an expert and not as an arbitrator, and make a final and binding determination with respect to the computation of the Earn-Out Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool, including Final Measurement Period Adjusted EBITDA, to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit D. The Purchaser and the Seller Representative shall cooperate with the Valuation Firm during the term of its engagement and shall use commercially reasonable efforts to cause the Valuation Firm to resolve all remaining disagreements with respect to the computation of the Earn-Out Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool, including Final Measurement Period Adjusted EBITDA, as soon as practicable. The Valuation Firm shall consider only those items and amounts in the Purchaser’s and the Seller Representative’s respective calculations of the Earn-Out Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool, including Final Measurement Period Adjusted EBITDA, that are in the Earn-Out Objection Notice and identified as being items and amounts to which the Purchaser and the Seller Representative have been unable to agree. In resolving any disputed item, the Valuation Firm may not assign a value to any item greater than the greater value for such item claimed by either party in its Initial Report (as defined on Exhibit D), which value may not be greater than the corresponding amount in the Earn-Out Statement or Earn-Out Objection Notice, as applicable, or less than the smaller value for such item claimed by either Person in its Initial Report (as defined on Exhibit D), which value may not be less than the corresponding amount in the Earn-Out Statement or Earn-Out Objection Notice, as applicable. Except as permitted on Exhibit D hereto in order to clarify or understand any position or argument made by a party in a written submission, the Valuation Firm’s determination of the Earn-Out Amount and resulting the amount payable pursuant to the Post-Closing Transaction Bonus Pool, including Final Measurement Period Adjusted EBITDA, shall be based solely on written presentations submitted by the Purchaser and the Seller Representative which are in accordance with the guidelines and procedures (including the definitions of each of the components thereof) set forth in this Agreement (i.e., not on the basis of an independent review). The determination of the Valuation Firm shall be conclusive and binding upon the parties hereto and shall not be subject to appeal or further review. (e) The fees, costs and expenses of the Valuation Firm incurred in resolving the disputed matter(s) pursuant to Section 2.05(d) shall be ultimately allocated and borne by the Purchaser, on one hand, and the Seller Representative (on behalf of the Sellers), on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the written presentation to the Valuation Firm. Prior to the Valuation Firm’s determination of the Earn-Out Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool, (i) the Purchaser, on the one hand, and the Seller Representative (on behalf of the Sellers), on the other hand, shall retain the Valuation Firm and each pay fifty percent (50%) of any retainer paid to the Valuation Firm, and (ii) during the engagement of the CPA Valuation Firm, a memorandum the Valuation Firm will ▇▇▇▇ fifty percent (which may include supporting exhibits50%) setting forth their respective positions of the total charges to each of the Purchaser, on the Unresolved Objectionsone hand, and the Seller Representative (on behalf of the Sellers), on the other hand. Each In connection with the Valuation Firm’s determination of the Earn-Out Amount and the resulting amount payable pursuant to the Post-Closing Transaction Bonus Pool, the Valuation Firm shall also determine, pursuant to the terms of the first and second sentences of this Section 2.05(e), and taking into account all fees, costs and expenses of the Valuation Firm already paid by each of the Purchaser, on the one hand, and the Seller Representative, on the other hand, as of the date of such determination, the total final allocation of the Valuation Firm’s fees, costs and expenses between the Purchaser and the Sellers’ Representative may Seller Representative, which such determination shall be conclusive and binding upon the parties hereto. (but shall not be required tof) submit Within five (5) Business Days after the Earn-Out Amount and the resulting amount payable pursuant to the CPA Firm (with a copy delivered Post-Closing Transaction Bonus Pool are finally determined pursuant to this Section 2.05, the Purchaser shall pay or cause to be paid, to each Seller and Falcon, an amount equal to such Seller’s and Falcon’s Pro Rata Share of the Net Earn-Out Payment, by wire transfer of immediately available funds to the other Party on account(s) designated by such Seller. Any payments made pursuant to this Section 2.05 will be treated as an adjustment to the same dayClosing Cash Proceeds. Notwithstanding anything set forth in this Section 2.05 to the contrary (including the first sentence of this Section 2.05(f)), the Purchaser shall have the right, in its sole discretion, (1) to pay all or a portion of the first fifteen million dollars ($15,000,000) of the Net Earn-Out Payment in the form of freely tradeable, registered WEB Common Stock, and (2) to pay up to fifty percent (50%) of any amount of the Earn-Out Amount in excess of thirty million dollars ($30,000,000) in the form of freely tradeable, registered WEB Common Stock. For the avoidance of doubt, the portion of the Net Earn-Out Payment which is greater than fifteen million dollars ($15,000,000) and less than or equal to thirty million dollars ($30,000,000), if any, shall only be payable by wire transfer of immediately available funds. In the event that the Purchaser decides to pay a portion of the Net Earn-Out Payment in the form of freely tradeable, registered WEB Common Stock pursuant to this Section 2.05(f), (a) the Purchaser shall give written notice of such decision to the Seller Representative within sixty three (603) days Business Days after the Net Earn-Out Payment is finally determined pursuant to this Section 2.05, which such written notice shall include (i) the amount of the Net Earn-Out Payment that will be paid in the form of freely tradeable, registered WEB Common Stock (which, for the avoidance of doubt, may not exceed twenty seven million and five hundred thousand dollars ($27,500,000)), and (ii) the price per share of such WEB Common Stock calculated in accordance with the last sentence of this Section 2.05(f), (b) such WEB Common Stock shall be validly issued, fully paid and non-assessable, (c) the Purchaser and the Seller Representative and the Sellers shall negotiate in good faith, and shall execute and deliver or cause to be executed and delivered (including, in the case of the Purchaser, any legal opinions requested or required by the Purchaser’s transfer agent), in customary form and substance, all such documents and instruments reasonably necessary to evidence and effectuate the issuance of WEB Common Stock pursuant to this Section 2.05(f) without any restrictive legend, and (d) the Purchaser shall take all actions necessary to register such shares of WEB Common Stock under the Securities Act of 1933, as amended, as of the date of the engagement issuance. The price per share of any WEB Common Stock paid as any amount of the CPA FirmNet Earn-Out Payment shall calculated as the 20-day volume weighted average trading price (i.e., a memorandum responding the VWAP) of WEB Common Stock as of the date the Earn-Out Amount is finally determined pursuant to this Section 2.05. (g) Following the initial memorandum submitted Closing until the Earn-Out Amount (if any) is finally determined and paid (or determined to not be payable): (i) the CPA Firm by Purchaser shall not, and shall cause its Affiliates not to, take any action with the other Party. Unless requested by purpose or intent of reducing or frustrating the CPA Firm in writingachievement, neither Purchaser nor or delaying or impeding the Sellers’ Representative may present any additional information or arguments to payment, of the CPA Firm, either orally or in writingEarn-Out Amount; provided, however, that each party for purposes of this Section 2.05(g)(i), “purpose” or “intent” shall have mean only those actions which would reasonably be considered to be willfully taken to reduce or frustrate the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount achievement or timely payment of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction.Amount; (iiiii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) Purchaser shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conductnot, and shall cause its affiliates Affiliates not to, (A) other than with respect to conduct(1) any business or operations of, and as conducted by, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and Purchaser or its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company Subsidiaries as of the Closing; provided that date hereof, or, (2) solely with regard to business or operations within Mexico, any business or operations of any Person acquired by the Purchaser or its Subsidiaries following Closing as conducted on the closing date of any such acquisition, directly or indirectly, engage in the event Wholesome Business other than through the Company and its Subsidiaries, or (B) transfer any Contracts or divert any business or arrangements with respect to or constituting the Wholesome Business (including any business or product line within the Wholesome Business) from the Company or any of its Subsidiaries to the Purchaser or any Customer Offering is bundled with another product which is not a product other business unit or Affiliate of the BusinessPurchaser; provided, such portion of gross revenues therefrom attributable that notwithstanding anything set forth in this Section 2.05(g)(ii) to the Customer Offerings contrary, no action taken or omission by the Purchaser in accordance with and pursuant to the Post-Closing Integration Plan be deemed to violate or cause a breach of this Section 2.05(g)(ii); (iii) except for any such change required by GAAP or applicable Law, the Purchaser (A) shall not, and shall cause its Affiliates not to, take any action with respect to, or make any change to, the Accounting Principles or the Company’s or any of its Subsidiary’s accounting systems which would, in either instance, reduce the Earn-Out Amount (except for any such change required by GAAP or applicable Law, in which case equitable adjustment shall be included in made to the calculation of Final Measurement Period Adjusted EBITDA for purposes of determining the Product ProfitsEarn-Out Amount), and (B) shall cause the Product Revenues Company and its Subsidiaries to maintain their financial statements and other books and records in a manner adequate to calculate Final Measurement Period Adjusted EBITDA in accordance with this Agreement, and such financial statements and other books and records shall be held separate and distinct from the Product Margin.Purchaser or any Affiliates of the Purchaser (other than the Company and its Subsidiaries); (iv) the Purchaser shall not, and shall cause the Company and its Subsidiaries not to, enter into any new (or amend or modify any existing) loan agreement, promissory note, or other Contract that restricts, limits or delays (in whole or in part) the Purchaser from timely paying the E

Earn-Out. (a) In addition The Merger Consideration includes the right to receive contingent consideration, which shall be paid to the Purchase PriceParticipating Holders (other than holders of Company Preferred Shares and the holders of Company Warrants), if in the Company meets or exceeds (i) manner described in Section 1.6, and at the Revenue Target times and (ii) the Product Margin Targetif, Purchaser shall pay in cash to Sellers, on a pro-rata basisand only if, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio (the “Earn-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amountconditions to such contingent payments described in this Section 1.10 are satisfied. (b) Within ten (10) business days after the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of the The Per Share Year 1 Earn-Out determined in accordance with Section 2.4(ashall be paid if, and only if, the Final Bookings for the year ended December 31, 2006 (“CY2006”) (the “are greater than $50 million. The Per Share Year 2 Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expensepaid if, and only if, the Final Bookings for the year ended December 31, 2007 (ii“CY2007”) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amountare greater than $100 million. Concurrently with the delivery of the The Per Share Stretch Earn-Out Statementshall be paid if, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basisand only if, the amount of the Earn-Out, if any, specified in the Earn-Out StatementFinal Bookings for CY2007 are greater than $135 million. (c) After receipt from Purchaser As soon as practicable, but in any event within forty-five (45) days following the end of each calendar quarter during the period beginning on the Closing Date and ending on December 31, 2007, Parent shall determine the Bookings for such calendar quarter and the year-to-date Bookings as of the Earn-Out Statement and, if applicable, end of such calendar quarter (the Earn-Out, Sellers shall have the right, at its cost and expense“Quarterly Bookings Report”), and upon not less than seven (7) days’ prior written deliver notice to Purchaserof such determinations, together with worksheets and data that support the Quarterly Bookings Report and summary financial data regarding the financial performance of the Company Business during such periods, to (i) meet with Purchaser the Stockholder Representative. Each of Parent and the Company Accounting Firm to discuss Purchaser’s calculation surviving entity of the amount of Upstream Merger shall provide the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have Stockholder Representative with reasonable access during normal business hours to inspect the personnel and books and records of Parent applicable to the Company Business for the purpose of discussing the Quarterly Bookings Report and working papers (including those prepared by advisors and other third parties, to reviewing the extent permitted thereby) relating to such calculationsame. If the Sellers’ The Stockholder Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and may dispute the amount of Bookings for a calendar quarter reflected in the Earn-Out by Quarterly Bookings Report and, except for the delivery of a written notice to Purchaser (first Quarterly Bookings Report delivered after the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out StatementClosing Date, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of not the amount of year-to-date Bookings reflected in the Product RevenuesQuarterly Bookings Report; provided, however, that the Stockholder Representative shall have notified Parent in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the ADS Appreciation Ratio and/or the amount basis for such dispute, within thirty (30) days of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount Stockholder Representative’s receipt of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”)such notice. In the event of such a dispute, Sellers Parent and Purchaser the Stockholder Representative shall first use diligent, good faith efforts attempt to resolve such dispute between themreconcile their differences. If they Parent and the Stockholder Representative are unable to resolve the dispute reach a resolution within thirty twenty (3020) days after the delivery receipt by Parent of the Stockholder Representative’s written notice of dispute, Parent and the Stockholder Representative shall submit the items remaining in dispute for resolution to an independent accounting firm to be mutually agreed upon by the parties (the “Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Accounting Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter”), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day)which shall, within thirty (30) days after of such submission, determine and report to the date Stockholder Representative and Parent upon such remaining disputed items, and the determination of Bookings for such period shall be final, binding and conclusive on the Participating Holders, the Stockholder Representative and Parent. The determination of Bookings for a period that has not been challenged, has been reconciled, or has been determined by the Earn-Out Accounting Firm pursuant to this Section 1.10 is referred to herein as the “Final Bookings.” The fees and disbursements of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser Earn-Out Accounting Firm shall be allocated equally between Parent and the Sellers’ Representative may Participating Holders (but shall not be required toother than the holders of Company Preferred Shares or Company Warrants therefor) submit (the portion of such fees and disbursements allocated to the CPA Firm Participating Holders shall be deducted from the contingent consideration to be paid to such holders under this Section 1.10). (with a copy delivered d) Subject to the other Party on the same dayresolution of any disputes pursuant to Section 1.10(c), the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and the Per Share Stretch Earn-Out, as the case may be, shall be paid by Parent in accordance with Section 1.6 within sixty fifteen (6015) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm receipt by the other Party. Unless requested by Stockholder Representative of Parent’s determination of Bookings for the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party applicable period. (e) Parent shall have the right, in its sole discretion, at any time prior to January 31, 2008, to make a payment in full of the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and the Per Share Stretch Earn-Out, or any combination of the foregoing. In the event that Parent elects to do so, upon delivery of the applicable payment in full to the Participating Stockholder having the right to respond receive the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out or the Per Share Stretch Earn-Out, as the case may be, Parent shall have satisfied in full its obligations hereunder in respect of such contingent consideration. (f) In the event that a Company Sale occurs prior to the CPA Firm’s requests directed determination of Final Bookings for CY2006, Parent shall make payment in full (regardless of the amount of Bookings for CY2006 as of such date) to each Participating Holder of the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and the Per Share Stretch Earn-Out no later than immediately prior to the other Partyeffectiveness of such Company Sale. In the event that a Company Sale occurs following the determination of Final Bookings for CY2006 but before the determination of Final Bookings for CY2007, Parent shall, no later than immediately prior to the effectiveness of such Company Sale, pay to each Participating Holder (i) any earned but unpaid amount of the Per Share Year 1 Earn-Out and (ii) the full amounts of the Per Share Year 2 Earn-Out and Per Share Stretch Earn-Out (in each case, regardless of the amount of Bookings for CY2007 as of such date). In the event that a Company Sale occurs following the determination of Final Bookings for CY 2007, Parent shall, no later than immediately prior to the effectiveness of such Company Sale, pay to each Participating Holder any earned but unpaid amount of the Per Share Year 2 Earn-Out and Per Share Stretch Earn-Out. Following payment in full of the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and the Per Share Stretch Earn-Out, as applicable, in accordance with this Section 1.10(f), Parent shall have satisfied in full its obligations hereunder in respect of such contingent consideration. (g) During the period (the “Earn-Out Period”) commencing on the Effective Time and ending on December 31, 2007 (or such earlier date upon which the Per Share Year 1 Earn-Out, the Per Share Year 2 Earn-Out and the Per Share Stretch Earn-Out have been paid in accordance with this Agreement): (i) Parent shall, at the reasonable direction of ▇▇▇▇ ▇▇▇▇▇▇ (provided he is employed by Parent or a subsidiary of Parent) or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (provided he is employed by Parent or a subsidiary of Parent), hire employees for the Company Business and terminate the employment of any employee of the Company Business; provided that such hiring and termination of employment shall be conducted in accordance with (A) the applicable policies and procedures of Parent and applicable law and (B) the operating expense budget for the Company Business set forth in Schedule 1.10(g), which shall be subject to adjustment based on the actual Bookings during the Earn-Out Period as follows: at the conclusion of each calendar quarter the JBoss Management Board (as defined in clause (iv) below) will review the operating results of the Company Business and, to the extent Bookings have exceeded the expected Bookings for such period as set forth in Schedule 1.10(g), the JBoss Management Board will determine if an increase in operating expenses is appropriate (the target increase in operating expenses from the amount set forth in Schedule 1.10(g) will be 15% of the amount by which Bookings exceeded the expected Bookings) and to the extent Bookings are equal to or less than the expected Bookings for such period as set forth in Schedule 1.10(g), the JBoss Management Board will determine if a decrease in operating expenses is appropriate (the target decrease in operating expenses from the amount set forth in Schedule 1.10(g) will be 10% of the amount by which the Bookings are less than the expected Bookings). (ii) The CPA Firm Parent shall prepare and distribute to cause (A) the Parties a writing setting forth the CPA Firm’s determination employees of the Unresolved Objections, Company Business primarily engaged in research and development relating to products and services for the CPA FirmCompany Business to report to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (provided he is employed by Parent or a subsidiary of Parent) and (B) the employees of the Company Business primarily engaged in sales and marketing of products of the Company Business to report to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (provided he is employed by Parent or a subsidiary of Parent); (iii) Parent shall not establish sales incentive compensation for its sales representatives that is intended to compensate such sales representatives for sales of Parent’s reasons therefor and products that are competitive with the amount of Company Business’ JBoss product during the Earn-Out calculated pursuant thereto; Period on terms that are more favorable than the terms on which such sales representatives are compensated for sales of the Company Business’ JBoss products and services; (iv) ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (provided, howeverin each case, that the CPA Firm shall not change nor deviate from the calculation he is employed by Parent or a subsidiary of any item not specifically challenged in the Unresolved Objections. Any decision rendered Parent) and a senior technology employee of Parent (to be designated by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (dParent) shall be shared equally meet in person or by Purchaser and Sellers; providedtelephone conference on a quarterly basis, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates “JBoss Management Board,” to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports discuss matters related to the Company Business; (v) Parent shall maintain such books and records with respect to the Company Business as shall be reasonably necessary to perform its obligations under this Section 1.10 in connection with the Business and all material respects; and (vi) Subject to Section 1.10(e), Parent shall not transfer out sell, exchange or dispose of any material asset or assets of the Company Business any Customer Offerings (if the effect of such sale, exchange or any derivative product therefrom) offered or planned disposition would be to be offered by materially and adversely impair the ability of the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable Business to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Marginachieve Bookings.

Earn-Out. (a) In addition Sellers may be entitled to the Purchase Price, if the Company meets or exceeds earn-out payments (i) the Revenue Target and (ii) the Product Margin Target, Purchaser shall pay in cash to Sellers, on a pro-rata basis, the each an “Earn-Out Amount less the product of the Stock Consideration out Payment” and the ADS Appreciation Ratio (collectively, the “Earn-OutOut Payments”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amount.from Buyer as set forth on Schedule C. (b) Within ten EBITDA shall be calculated based upon principles, policies and practices that are in accordance with GAAP; provided, however, that any Parent corporate expense shall not be allocation to the Company. On or before March 30, 2014 (10) business days after the announcement date of Parent’s fourth quarter fiscal year 2007for 2013 EBITDA), Purchaser shall prepareMarch 30, or cause to be prepared2015 (for 2014 EBITDA), and March 30, 2016 (for 2015 EBITDA), Buyer shall deliver to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of the Earn-Out determined in accordance with Section 2.4(a) (the “Earn-Out Statement”)applicable year’s EBITDA, which calculation shall be prepared conducted in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expenseprevious sentence, and (ii) such documentation, if any, as may be reasonably necessary Buyer shall pay to enable Sellers the applicable Earn-out Payment actually earned by wire transfer by Buyer to the account specified by Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser (which shall deposit into a nominated account as established be distributed by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount and allocated amongst Sellers in accordance with each Seller’s respective ownership of the Earn-Out, if any, specified Shares as set forth on Schedule B) in the Earn-Out Closing Statement. (c) After receipt Buyer acknowledges and agrees that, from Purchaser of the Earn-Out Statement andClosing Date through the 2015 fiscal year, if applicable, it shall endeavor in good faith to maintain the Earn-Out, Sellers shall have the right, at its same general cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and structure for the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth reflected in the Earn-Out Statement and (ii) have reasonable access during normal business hours Company’s historical Financial Statements delivered pursuant to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day), within thirty (30) days after the date of the engagement of the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing3.07; provided, however, that each party Buyer and its Affiliates shall have the right be permitted to respond make changes to the CPA FirmCompany’s requests directed cost structure or operation of its business following the Closing without consent of any Seller to the other Partyextent Buyer in good faith believes that that such changes are in the best interests of Buyer and the Company. (iid) The CPA Firm shall prepare For purposes of calculating EBITDA for the Company under Section 2.08, any administrative services and distribute similar “corporate” services provided by Buyer and its Affiliates to the Parties a writing setting forth Company shall be priced at the CPA Firm’s determination average cost to Sellers of the Unresolved Objections, same services during the CPA Firm’s reasons therefor and three fiscal years immediately preceding the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered Closing (increased annually by the CPA Firm shall be final, conclusive and binding upon percentage increase computed by the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. All Items Consumer Price Index (iiiCPI-U) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally or at such other amount as is mutually agreed by Purchaser Buyer and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31Sellers acknowledge and agree that although Earn-out Payments may become payable by Buyer to Sellers under this Section 2.08, 2007, except as otherwise contemplated by this Agreement neither Buyer nor any of its Affiliates make any guarantees or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates representations or warranties to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which Sellers that the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company will achieve its EBITDA targets or that any Earn-out Payments will in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to fact be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Marginowed.

Earn-Out. The record holders of Company Common Stock, determined on an As-Converted Basis, and the Bonus Grantees shall be entitled to share in an earn-out payment from Parent as follows: (a) In addition to the Purchase Price, if the Company meets or exceeds Within fifteen (i15) the Revenue Target and (ii) the Product Margin Target, Purchaser shall pay in cash to Sellers, on a pro-rata basis, the Earn-Out Amount less the product of the Stock Consideration and the ADS Appreciation Ratio (the “Earn-Out”) exclusive of any Tax, fees or other expenses of any kind; provided that the exchange rate shall be fixed at the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amount. (b) Within ten (10) business days after the announcement date of Parent’s fourth quarter fiscal year 2007Parent announces its 2015 annual earnings in accordance with Applicable Canadian Securities Laws, Purchaser Parent shall prepare, or cause to be prepared, and deliver to the SellersStockholders’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of the Earn-Out determined in accordance with Section 2.4(a) (the “Earn-Out Statement”)) containing a reasonably detailed calculation of the Total Revenue and gross margin for the Business for the 2015 calendar year, which shall be prepared in each case calculated in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out StatementSpecified Accounting Principles. (cb) After The Stockholders’ Representative shall have thirty (30) days from the date of its receipt from Purchaser of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers shall have the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaserreview Parent’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as determinations set forth in the Earn-Out Statement Statement. Parent shall provide the Stockholders’ Representative and (ii) have its Representatives reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating relevant to such calculation. If verifying the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative contents of the Earn-Out Statement. Upon completion of its review (and in any event within the required thirty (30)-day period), the Stockholders’ Representative shall deliver to Parent written notice of the Stockholders’ Representative’s acceptance or rejection of Parent’s determination of each of the Total Revenue and gross margin for the Business for the 2015 calendar year. If the Stockholders’ Representative fails to deliver any such written notice to Parent within such thirty (30)-day period, the Stockholders’ Representative shall be irrevocably deemed to have accepted Parent’s determination by Purchaser of the Total Revenue and gross margin for the Business for the 2015 calendar year, in which event Parent’s determination of the Total Revenue and gross margin for the Business for the 2015 calendar year shall be final, binding and conclusive on the Stockholders, the Stockholders’ Representative, Parent and binding for all purposes of this Agreementthe Surviving Corporation. (dc) In If the event that Sellers disputes PurchaserStockholders’ Representative delivers written notice to Parent under Section 3.3(b) of rejection of Parent’s determination of Total Revenue or gross margin for the Business for the 2015 calendar year, which notice must contain reasonable details of the basis for such rejection, including (if reasonably practicable) the Stockholders’ Representative’s proposed recalculation of the amount of the Product RevenuesTotal Revenue or gross margin in dispute, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the SellersStockholders’ Representative and Parent shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth promptly (and in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of delivery of such notice) confer, or cause their respective Representatives to confer, with each other with a view to resolving such dispute. If the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the SellersStockholders’ Representative shall submit and Parent or their respective Representatives are unable to the CPA Firm (with a copy delivered to the other Party on the same day), resolve such dispute within thirty (30) days after the date of the engagement delivery of the CPA FirmStockholders’ Representative’s notice of rejection to Parent, a memorandum either the Stockholders’ Representative or Parent may refer such matter to the Independent Accountants for review and final determination of (which and only of) the Total Revenue and/or gross margin to the extent they remain in dispute. The Independent Accountants may include supporting exhibits) setting forth their respective positions request of the Stockholders’ Representative and Parent such documents and information as may be necessary or appropriate for proper determination of such dispute, and such parties shall cooperate reasonably to promptly satisfy any such request. The determination by the Independent Accountants of the disputed Total Revenue and/or gross margin shall be final, binding and conclusive on the Unresolved Objections. Each of Purchaser Stockholders, the Stockholders’ Representative, Parent and the SellersSurviving Corporation, absent manifest error. The costs of the Independent Accountants in undertaking such review and determination shall be shared equally by the Stockholders (administered through the Stockholders’ Representative may Representative) and Parent. (but d) In the event that (i) Total Revenue for the Business for the 2015 calendar equals or exceeds U.S.$8,500,000 and (ii) gross margin for the Business for the 2015 calendar year exceeds seventy percent (70%) of the Total Revenue for the Business for the 2015 calendar year, the record holders of Company Common Stock immediately before the Effective Time, as determined on an As-Converted Basis, and the Bonus Grantees shall not be required toentitled to receive an aggregate cash payment (the “Earn-Out Payment”) submit equal to fifty percent (50%) of the CPA Firm amount by which the Total Revenue for the Business for the 2015 calendar year exceeds U.S.$6,982,596. Within five (with a copy delivered to the other Party on the same day), within sixty (605) days Business Days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party. (ii) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and on which the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes Payment is finally determined pursuant to this paragraph Section 3.3, Parent shall make a cash payment to the record holders of Company Common Stock immediately before the Effective Time, as determined on an As-Converted Basis, and the Bonus Grantees (dthe aggregate share allocated to the Bonus Grantees not to exceed fifteen percent (15%) shall be shared equally of the aggregate Earn-Out Payment, as contemplated by Purchaser and Sellers; providedSection 6.13), however, that if pro rata in accordance with their respective pro rata shares of the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without meritTranche One Payment Amount, the CPA Firm mayTranche Two Payment Amount, in its discretion, assign a greater portion of such fees the Tranche Three Payment Amount and expenses to such Partythe Tranche Four Payment Amount. (e) From Notwithstanding the Closing Date through provisions of Section 3.3(d), if Parent causes or permits to be sold substantially all of the assets of the Company and its Subsidiaries prior to December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct2015, the Business in Earn-Out Payment shall be calculated based on the Ordinary Course of Business Total Revenue and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out gross margin of the Business any Customer Offerings (or any derivative product therefromfor the fully completed calendar months in 2015 immediately preceding the date of completion of such sale, and the U.S.$6,982,596 annual Revenue target amount referred to in Section 3.3(d) offered or planned to be offered by the Company as of the Closing; provided that in the event of any Customer Offering is bundled with another product which is not a product of the Business, such portion of gross revenues therefrom attributable to the Customer Offerings shall be included in the calculation reduced pro rata to reflect such number of the Product Profits, the Product Revenues and the Product Marginfully completed calendar months.

Earn-Out. (a) In addition Unless at such time the Buyer shall have paid to the Purchase PriceSeller the aggregate PDR Release Amounts equal to the PDR Release Target in accordance with the procedures set forth in this Section 2.5, within five (5) Business Days following CLIC’s filing with the TDI of CLIC’s annual audited statutory financial statements for the calendar years ending each of December 31, 2016 and December 31, 2017, the Buyer shall notify the Seller Parties of the APLIC PDR reported therein. At least ten (10) Business Days prior to CLIC’s filing with the TDI of CLIC’s annual unaudited statutory financial statutory statements for the calendar years ending each of December 31, 2016 and December 31, 2017, the Buyer shall provide or cause CLIC to provide to the Seller each such annual unaudited statutory financial in order for the Seller to review and comment on such annual unaudited statutory financial statutory statement, including, if requested by the Company meets or exceeds Seller, all reasonable supporting information in the possession of the Buyer and its Affiliates, including internal work papers, and the Buyer shall request its independent actuaries and auditors to provide their work papers to the Seller Parties, subject to the Seller Parties executing a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent actuaries and auditors, as applicable The “PDR Release Amount” for either such year will equal the positive amount, if any, equal to (i) the Revenue Target net increase, if any, in the Statutory Capital of CLIC (after taking into account any related decrease in Admitted DTA), solely attributable to the difference between (x) the APLIC PDR as of the Closing Date and (y) the APLIC PDR as of December 31 of such subsequent year, minus (ii) the Product Margin sum of all prior PDR Release Amounts paid by the Buyer to the Seller hereunder. For the avoidance of doubt, no PDR Release Amount will be negative, nor will the sum of all PDR Release Amounts exceed the PDR Release Target. Consequently, if the sum of all PDR Release Amounts exceeds the PDR Release Target, Purchaser the current year PDR Release Amount shall pay in cash be reduced by the amount of such excess. So long as the sum of all PDR Release Amounts paid pursuant to Sellers, on a pro-rata basisSection 2.5(c) by the Buyer to the Seller prior to such date is less than the PDR Release Target, the Earn-Out Amount less amount due to the product Seller from the Buyer (such amount, the “Total Payment Amount”) for either such year will be equal to the positive amount, if any, of such then current year PDR Release Amount, together with interest thereon accrued at a rate of 3% per annum, calculated from the Closing Date through and including the date of the Stock Consideration and payment by the ADS Appreciation Ratio (Buyer to the “Earn-Out”) exclusive Seller of any Taxsuch current year PDR Release Amount pursuant to Section 2.5(c); provided, fees or other expenses of any kind; provided that the exchange rate Total Payment Amount shall be fixed at reduced to the Exchange Rate for the calculation of the Earn-Out. The Earn-Out shall not exceed the Earn-Out Amountextent, if any, required pursuant to Section 2.5(e). (b) Within ten (10) business days after Until such time as no payments are due from the announcement date of Parent’s fourth quarter fiscal year 2007, Purchaser shall prepare, or cause to be prepared, and deliver Buyer to the Sellers’ Representative (i) a statement setting forth the Product Revenues for the calendar year 2007, each component used in the calculation thereof, the ADS Appreciation Ratio and the amount of the Earn-Out determined in accordance with Seller pursuant to this Section 2.4(a) (the “Earn-Out Statement”), which shall be prepared in accordance with the Adjusted Korean GAAP, at Purchaser’s cost and expense, and (ii) such documentation, if any, as may be reasonably necessary to enable the Sellers’ Representative to determine such amount. Concurrently with the delivery of the Earn-Out Statement, Purchaser shall deposit into a nominated account as established by the Sellers’ Representative for payment to Sellers, on a per share basis, the amount of the Earn-Out, if any, specified in the Earn-Out Statement. (c) After receipt from Purchaser of the Earn-Out Statement and, if applicable, the Earn-Out, Sellers shall have the right, at its cost and expense, and upon not less than seven (7) days’ prior written notice to Purchaser, to (i) meet with Purchaser and the Company Accounting Firm to discuss Purchaser’s calculation of the amount of the Product Revenues, the ADS Appreciation Ratio and the Earn-Out as set forth in the Earn-Out Statement and (ii) have reasonable access during normal business hours to inspect the books and records of the Company and working papers (including those prepared by advisors and other third parties, to the extent permitted thereby) relating to such calculation. If the Sellers’ Representative fails to challenge Purchaser’s determination of the Product Revenues, the ADS Appreciation Ratio and the amount of the Earn-Out by the delivery of a written notice to Purchaser (the “Earn-Out Dispute Notice”) within sixty (60) days after receipt by the Sellers’ Representative of the Earn-Out Statement, such determination by Purchaser shall be final, conclusive and binding for all purposes of this Agreement. (d) In the event that Sellers disputes Purchaser’s determination of the amount of the Product Revenues, the ADS Appreciation Ratio and/or the amount of the Earn-Out, the Sellers’ Representative shall so notify Purchaser by delivering a Earn-Out Dispute Notice to Purchaser within the period set forth in Section 2.4(c) (the amount of any disputed Contingent Payment being referred to herein as the “Disputed Contingent Payment”). In the event of such a dispute, Sellers and Purchaser shall first use diligent, good faith efforts to resolve such dispute between them. If they are unable to resolve the dispute within thirty (30) days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the CPA Firm for determination in accordance with the following provisions: (i) Purchaser and the Sellers’ Representative shall submit to the CPA Firm, within ten (10) days after the date of the engagement of the CPA Firm (as evidenced by the date of the engagement letter), copies of (A) the Earn-Out Statement, (B) the Earn-Out Dispute Notice and (C) a list of all unresolved objections raised by Sellers with respect to the calculation of the amount of the Earn-Out (the “Unresolved Objections”). Each of Purchaser and the Sellers’ Representative shall submit to the CPA Firm (with a copy delivered to the other Party on the same day)2.5, within thirty (30) days after of the date of filing of each of CLIC’s annual audited statutory financial statements, the engagement Buyer shall cause CLIC to pay dividends in respect of its common stock in an amount not less than the CPA Firm, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Purchaser and the Sellers’ Representative may (but shall not be required to) submit to the CPA Firm (with a copy delivered to the other Party on the same day), within sixty (60) days after the date of the engagement of the CPA Firm, a memorandum responding to the initial memorandum submitted to the CPA Firm by the other Party. Unless requested by the CPA Firm in writing, neither Purchaser nor the Sellers’ Representative may present any additional information or arguments to the CPA Firm, either orally or in writing; provided, however, that each party shall have the right to respond to the CPA Firm’s requests directed to the other Party.lesser of (iiA) The CPA Firm shall prepare and distribute to the Parties a writing setting forth the CPA Firm’s determination of the Unresolved Objections, the CPA Firm’s reasons therefor and the amount of the Earn-Out calculated pursuant thereto; provided, however, that the CPA Firm shall not change nor deviate from the calculation of any item not specifically challenged in the Unresolved Objections. Any decision rendered by the CPA Firm shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction. (iii) The fees and expenses of the CPA Firm in connection with the resolution of disputes pursuant to this paragraph (d) shall be shared equally by Purchaser and Sellers; provided, however, that if the CPA Firm determines that one Party has adopted a position or positions that is or are frivolous or clearly without merit, the CPA Firm may, in its discretion, assign a greater portion of such fees and expenses to such Party. (e) From the Closing Date through December 31, 2007, except as otherwise contemplated by this Agreement or as the Sellers’ Representative otherwise agrees in writing in advance, Purchaser and Parent shall conduct, and shall cause its affiliates to conduct, the Business in the Ordinary Course of Business and use all commercially reasonable efforts to preserve intact the Business and its relationship with its customers, sales representatives, suppliers, Distributors, creditors, employees and other third parties with which the Company transacts business, shall use commercially reasonable efforts to maximize the Product Profits, the Product Revenues and the Product Margin during the year ending December 31, 2007, shall provide adequate financial and other supports to the Company in connection with the Business and shall not transfer out of the Business any Customer Offerings (or any derivative product therefrom) offered or planned to be offered by the Company cumulative Total Payment Amounts as of the Closing; provided that in end of each such year less (B) the event aggregate of any Customer Offering is bundled with another product which is not a product of all prior Total Payment Amounts paid by the Business, such portion of gross revenues therefrom attributable Buyer to the Customer Offerings shall be included in the calculation of the Product Profits, the Product Revenues and the Product Margin.Seller pursuant to Section 2.5(c); and