Common use of Earn-Out Clause in Contracts

Earn-Out. (a) Earn-out Payments. As additional Merger Consideration, at such times as provided in Section 1.23(d), Purchaser shall pay in cash, if earned pursuant to the terms of this Agreement, to Stockholders’ Agent on behalf of the Securityholders, with respect to each Calculation Period within the Earn-out Period an amount, if any (each, an “Earn-out Payment”), equal to (i) (A) the Net Bookings Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) the Earn-out Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still apply.

Earn-Out. (a) Earn-out Payments. As additional Merger Out Consideration. (i) On or prior to March 31 of each year immediately following an Earn-Out Period, at such times as provided in Section 1.23(d), Purchaser Parent shall pay in cash, if earned pursuant deliver to the terms Stockholder Representative a statement (the “Preliminary Earn-Out Statement”) showing the amount and calculation of the Earn-Out Amount due for such Earn-Out Period. Following the delivery of the Preliminary Earn-Out Statement to the Stockholder Representative, Parent and the Company shall afford the Stockholder Representative the opportunity to examine the Preliminary Earn-Out Statement, and such supporting schedules, analyses, work papers and other underlying records or documentation as are reasonably necessary and appropriate. (ii) If within fifteen (15) Business Days following delivery of the Preliminary Earn-Out Statement to the Stockholder Representative, the Stockholder Representative has not delivered to Parent written notice (the “Earn-Out Objection Notice”) of its objections to the Preliminary Earn-Out Statement specifying (A) those items as to which there is disagreement and (B) a reasonably detailed description of the basis, nature, dollar amount and extent of the dispute or disagreement, then the Preliminary Earn-Out Statement shall be deemed final, binding and conclusive on the parties absent manifest error or fraud (the “Final Earn-Out Statement”). If the Stockholder Representative delivers the Earn-Out Objection Notice within such fifteen (15) Business Day period, then Parent and the Stockholder Representative shall endeavor in good faith to resolve the objections, for a period not to exceed ten (10) Business Days from the date of delivery of the Earn-Out Objection Notice. If at the end of the ten (10) Business Day period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to the Independent Accountant. The Independent Accountant, acting as experts and not as arbitrators, shall determine any unresolved items of the Earn-Out Amount within thirty (30) days after the objections that remain in dispute are submitted to it. If any such remaining objections are submitted to the Independent Accountant for resolution, (A) each party shall furnish to the Independent Accountant such work papers and other documents and information relating to such objections as the Independent Accountant may reasonably request and are available to that party with a copy to the other party to the extent not already provided, and shall be afforded the opportunity to present to the Independent Accountant any material relating to the determination of the matters in dispute and to discuss such determination with the Independent Accountant, with such other party afforded the right to be present for any such presentations and discussions, (B) to the extent that a value has been assigned to any objection that remains in dispute, the Independent Accountant 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, (C) the determination by the Independent Accountant of such unresolved items of the Earn-Out Amount, as set forth in a written notice delivered to Parent and the Stockholder Representative by the Independent Accountant, shall be made in accordance with this AgreementAgreement and shall be deemed the Final Earn-Out Statement and final, to Stockholders’ Agent binding and conclusive on the parties absent manifest error or fraud, and (D) the fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the SecurityholdersStockholders), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded by the Independent Accountant to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available, and any remaining expenses shall be paid by the Stockholders severally and not jointly (in accordance with respect their Pro Rata Shares). (iii) Subject to Parent receiving a Certificate and Letter of Transmittal in accordance with Section 2.10(c) on or prior to the Closing Date from each Calculation Period within Stockholder and subject to Section 2.16(c), as soon as reasonably practicable after the determination of the Final Earn-Out Statement for an Earn-Out Period, Parent shall (A) deliver to Parent’s transfer agent a letter directing it to deliver to the Stockholder Representative, on behalf of such Stockholder, a number of Parent Shares that, subject to Section 2.20, is equal to the quotient of (1) the product of the Earn-out Out Amount for such Earn-Out Period an amount, if any multiplied by forty percent (each, an 40%) and (2) the Parent Average Price (such number of shares being referred to as the “Earn-out PaymentOut Shares”); and (B) deliver to the Stockholder Representative, cash that, subject to Section 2.20, is equal to (i) (A) the Net Bookings product of the Earn-Out Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Earn-Out Period multiplied by sixty percent (ii60%) (the “Earn-Out Cash” and together with the Earn-out Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this documentOut Shares, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no “Earn-out Payment Out Consideration”); provided, however, that in no event shall be due for such Calculation Period. Additionallythe maximum number of Parent Shares so delivered and constituting Earn-Out Consideration, together with all other Parent Shares included in the Merger Consideration, exceed the Earn-Out Shares Cap; provided further, however, in the event that the Net Bookings Amount for a particular Calculation Period is greater than or equal number of Earn-Out Shares exceeds the Earn-Out Shares Cap, then Parent shall deliver to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, Stockholder Representative an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, amount in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be cash equal to the product of (XI) that portion of the Earn-Out Shares in excess of the Earn-Out Shares Cap and (II) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout Parent Average Price, but in no event shall any cash payments exceed the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still applylimitation set forth in Section 2.17.

Earn-Out. (a) Earn-out Payments. As additional In addition to the Base Merger Consideration, at such times as provided in Section 1.23(d), Purchaser shall pay in cash, if earned Consideration payable to the Company Members pursuant to the terms of this Agreementhereof, the Company Members shall be entitled to Stockholders’ Agent on behalf receive their respective Pro Rata Portion of the SecurityholdersEarn-Out Payment determined pursuant to Exhibit E (the “Earn-Out Payment”) in the event the Business achieves the performance milestones described on Exhibit E during the Earn-Out Period (the “Earn-Out Milestones”). (b) The calculation of the Earn-Out Payment shall be initially determined in good faith by Parent within seventy-five (75) days of the end of the applicable Earn-Out Period. Upon such determination, Parent shall deliver a certificate to the Representative setting forth Parent’s calculation of the Earn-Out Payment, together with all reasonable supporting documentation necessary for the Representative to confirm Parent’s calculation of the Earn-Out Payment (the “Parent Earn-Out Certificate”). Within twenty (20) Business Days following the Representative’s receipt of the Parent Earn-Out Certificate, the Representatives may deliver a written notice to Parent objecting to the Parent’s calculation of such Earn-Out Payment in the Parent Earn-Out Certificate (the “Representative Earn-Out Objection Notice”); provided that if the Representative fails to deliver a Representative Earn-Out Objection Notice, the calculation of the Earn-Out Payment set forth in the Parent Earn-Out Certificate shall be deemed final and binding on the parties. Upon the delivery of the Representative Earn-Out Objection Notice within such twenty (20) Business Day period, the Representative and the Parent shall confer in good faith for a period of up to fifteen (15) Business Days in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. If, after such fifteen (15) Business Day period, the Parent and the Representative cannot resolve any such disagreement, then the parties shall engage the Accounting Firm to review the calculations for the Earn-Out Payment. After review of such calculations, the Accounting Firm shall promptly determine the amount of the Earn-Out Payment and such determination shall be final and binding on the parties. In conducting its review, the Accounting Firm shall consider only items in dispute, and shall base its determination solely on presentations of Parent and Representatives (i.e., no independent investigation). The fees and expenses of the Accounting Firm shall be allocated between Parent and the Representative so that the Representative shall be responsible for that portion of the fees and expenses equal to such fees and expenses multiplied by a fraction, the numerator of which is the aggregate dollar value of issues in dispute submitted to the Accounting Firm that are resolved in a manner further from the position submitted to the Accounting Firm by the Representative and closer to the position submitted to the Accounting Firm by Parent (as finally determined by the Accounting Firm), and the denominator of which is the total dollar value of the issues in dispute so submitted, and Parent shall be responsible for the remainder of such fees and expenses. Any portion of the Accounting Firm’s fees and expenses payable hereunder by the Representative shall be paid by the Company Members in accordance with their respective Pro Rata Portion. (c) In the event the Earn-Out Milestones are finally determined to be satisfied in accordance with this Section 2.7, then Parent shall pay (or caused to be paid) to the Company Members (in accordance with each such Company Member’s Pro Rata Portion) the aggregate amount of the Earn-Out Payment allocated as determined pursuant to Section 2.7(a). (d) The parties acknowledge that the payment of any Earn-Out Payment is contingent upon the future Net Revenue (as defined on Exhibit E) derived by Parent from the products and services of the Company during the applicable Earn-Out Periods. Parent shall make or cause to be made all business decisions with respect to each Calculation Period within the operation of the Business following the Closing in good faith, and not take, or permit to be taken, any action which has the sole objective of avoiding, circumventing or minimizing the opportunity to achieve the Earn-out Period an amount, if any (each, an “Earn-out Payment”), equal Out Payments hereunder or the ability of the Company Members to (i) (A) the Net Bookings Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) receive the Earn-out Amount for such Calculation Period. Out Payments. (e) Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with anything to the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionallycontrary set forth herein, in the event of the Net Bookings Amount for sale of all or substantially all of the assets of the Business by Parent in a particular Calculation Period transaction in which this Agreement is greater than or equal not assigned to the Stretch Net Bookings Target for purchaser in such Calculation Periodsale transaction, Purchaser Parent, in its sole discretion, shall pay Stockholders’ Agent on behalf either (i) obtain such purchaser’s commitment to assume the obligations with respect to the payment of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal Out Payments if such payments become payable (subject to the Stretch conditions set forth herein and in Exhibit E, including the achievement of the Earn-out Amount Out Milestones) with respect to any Earn-Out Period ending after the closing date of such sale transaction or (ii) accelerate, subject to and contingent upon the occurrence such sale, the obligations to pay the applicable maximum Earn-Out Payment (and pay such amounts in full) for any Earn-Out Period that has not ended prior to the consummation of such Calculation Periodsale transaction. For purposes of clarityclarity and by way of example, in if Parent sells all or substantially all of the event assets of the Net Bookings Amount for a particular Calculation Business following the First Earn-Out Period is less than but before the Stretch Net Bookings Target for such Calculation end of the Second Earn-Out Period, no Stretch there will not be any acceleration of the Earn-out Out Payment shall be paid. Notwithstanding anything contained herein to obligations for the contrary, First Earn-Out Period even if the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% purchaser of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any assets does not assume the obligations under this Agreement. Further, if the sale occurs following the Second Earn-out Payment or Stretch Out Period, there will not be any acceleration of the Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then Out Payment obligations for the New Bookings attributable to First Earn-Out Period or Second Earn-Out Period even if the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units purchaser of the Company Product sold as part of assets does not assume the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still applyobligations under this Agreement.

Earn-Out. (a) Earn-out Payments. As additional Merger ConsiderationSubject to the provisions of this Section 2.7, at such times as provided in Section 1.23(d), Purchaser following the Closing Buyer shall pay or cause to be paid to Seller a payment based on 2007 Revenue, 2008 Revenue and 2009 Revenue, as applicable, as follows: (i) No later than April 30, 2008, Buyer shall prepare and deliver to Seller (i) a statement setting forth in cashreasonable detail the 2007 Revenues and the amount of the 2007 Earnout Payment, if earned pursuant to any, and (ii) a certificate of Buyer’s Chief Financial Officer or other officer of Buyer certifying on behalf of Buyer that the calculation of 2007 Revenues and the 2007 Earnout Payment, if any, was made in accordance with the terms of this AgreementSection 2.7 (such statement and certificate being referred to as the “2007 Earnout Certificate”). If the 2007 Earnout Certificate provides that Seller is entitled to a 2007 Earnout Payment, Buyer shall make such 2007 Earnout Payment to Stockholders’ Agent Seller on behalf or prior to the date that is 30 days following delivery of the Securityholders2007 Earnout Certificate. (ii) No later than April 30, with respect 2009, Buyer shall prepare and deliver to each Calculation Period within the Earn-out Period an amount, if any (each, an “Earn-out Payment”), equal to Seller (i) (A) a statement setting forth in reasonable detail the Net Bookings Amount for such Calculation Period, divided by (B) 2008 Revenues and the Net Bookings Target for such Calculation Period multiplied by (ii) the Earn-out Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 amount of the Securities Act of 1933, as amended. the foregoing2008 Earnout Payment, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Targetany, no Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions a certificate of Buyer’s Chief Financial Officer or other officer of Buyer certifying on behalf of Buyer that are not priced the calculation of 2008 Revenues and the 2008 Earnout Payment, if any, was made in accordance with the terms of this Section 2.7 (such statement and certificate being referred to as the “2008 Earnout Certificate”). If the Earnout Certificate provides that Seller is entitled to a 2008 Earnout Payment, Buyer shall make such 2008 Earnout Payment to Seller on or prior to the date that is 30 days following delivery of the 2008 Earnout Certificate. (iii) No later than April 30, 2010, Buyer shall prepare and deliver to Seller (i) a per unit basisstatement setting forth in reasonable detail the 2009 Revenues and the amount of the 2009 Earnout Payment, if any, and (ii) a certificate of Buyer’s Chief Financial Officer or other officer of Buyer certifying on behalf of Buyer that the calculation of 2009 Revenues and the 2009 Earnout Payment, if any, was made in accordance with the terms of this Section 2.7 (such statement and certificate being referred to as the “2009 Earnout Certificate”). If the Earnout Certificate provides that Seller is entitled to a 2009 Earnout Payment, Buyer shall make such 2009 Earnout Payment to Seller on or prior to the date that is 30 days following delivery of the 2009 Earnout Certificate. (b) Prior to December 31, 2007, Seller shall provide Buyer with Seller’s calculation of Seller’s portion of 2007 Revenue. Seller shall have an opportunity to review the 2007 Earnout Certificate, 2008 Earnout Certificate or 2009 Earnout Certificate, as the case may be, for a period of 30 days following delivery of such certificate (the “Review Period”), multiplied by (Y) the number of units of the Company Product sold as part of the Bundled Productduring which period Seller and Seller’s representatives shall have reasonable access, multiplied by (Z) if the term of the contract applicable during normal business hours and upon reasonable notice, to the Company Product is less than 12 monthsbooks and records of Buyer and Buyer’s financial and accounting personnel for the purpose of confirming the calculations and information contained in the 2007 Earnout Certificate, 2008 Earnout Certificate or 2009 Earnout Certificate, as the quotient of the number of months of such term divided case may be. All information obtained by 12. For purposes of clarity, the booking rules (e.g., up Seller shall be deemed confidential information subject to the first 12 months restrictions of value, subject to a written contract, timing an appropriate confidentiality agreement and shall not be disclosed or made use of start date) shall still applyin any manner by Seller other than for the limited purpose of enforcing Seller’s rights under this Agreement.

Earn-Out. (a) On or before March 31, 2010, the Purchaser shall deliver to the Principal Equity Holder a statement (the “Estimated Earn-out PaymentsOut EBITDA Statement”) setting forth in reasonable detail its reasonable good faith calculation of Earn-Out EBITDA (as defined in Section 2.13(h)). The Estimated Earn-Out EBITDA Statement shall be prepared in accordance with GAAP (as in effect on the Balance Sheet Date) and in a manner consistent (to the extent consistent with GAAP (as in effect on the Balance Sheet Date)) with the same accounting principles, practices, methodologies and policies used in the preparation of the Financial Statements. (b) Upon receipt from the Purchaser, the Principal Equity Holder shall have 30 days to review the Estimated Earn-Out EBITDA Statement (the “Earn-Out EBITDA Review Period”). If the Principal Equity Holder disagrees with the Purchaser’s computation of Earn-Out EBITDA, and the Principal Equity Holder’s computation of Earn-Out EBITDA would result in an increase in the amount of the Earn-Out Payment in excess of $1,500,000, the Principal Equity Holder may, on or prior to the last day of the Earn-Out EBITDA Review Period, deliver a notice to the Purchaser (the “Earn-Out EBITDA Notice of Objection”), which sets forth its objection to the Purchaser’s calculation of Earn-Out EBITDA; provided, however, that the Earn-Out EBITDA Notice of Objection shall include only objections based on (i) failure to conform the calculation of Earn-Out EBITDA to the definition of Earn-Out EBITDA and (ii) mathematical errors in the computation of Earn-Out EBITDA. Any Earn-Out EBITDA Notice of Objection shall specify those items or amounts with which the Principal Equity Holder disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Principal Equity Holder’s calculation of Earn-Out EBITDA based on such objections. To the extent not set forth in the Earn-Out EBITDA Notice of Objection, the Principal Equity Holder shall be deemed to have agreed with the Purchaser’s calculation of all other items and amounts contained in the Estimated Earn-Out EBITDA Statement. During the Earn-Out EBITDA Review Period, the Purchaser and Company shall permit the Principal Equity Holder and its Representatives upon reasonable notice to review the Purchaser’s and Company’s working papers, books and records relating to the determination of Earn-Out EBITDA and the Estimated Earn-Out EBITDA Statement, and the Purchaser shall make reasonably available any employees of the Purchaser or Company responsible for the calculation of Earn-Out EBITDA and the preparation of the Estimated Earn-Out EBITDA Statement in order to respond to the reasonable inquiries of the Principal Equity Holder. (c) Unless the Principal Equity Holder delivers the Earn-Out EBITDA Notice of Objection to the Purchaser within the Earn-Out EBITDA Review Period, the Principal Equity Holder shall be deemed to have accepted the Purchaser’s calculation of Earn-Out EBITDA and the Estimated Earn-Out EBITDA Statement shall be final, conclusive and binding on all parties hereto. If the Principal Equity Holder delivers the Earn-Out EBITDA Notice of Objection to the Purchaser within the Earn-Out EBITDA Review Period, the Principal Equity Holder and the Purchaser shall, during the 30 days following such delivery or any mutually agreed extension thereof, use their reasonable best efforts to reach written agreement on the disputed items and amounts in order to determine Earn-Out EBITDA. If, at the end of such period or any mutually agreed extension thereof, the Principal Equity Holder and the Purchaser are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to the Independent Accounting Firm. The parties shall instruct the Independent Accounting Firm promptly to review this Section 2.13 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Earn-Out EBITDA set forth in the Estimated Earn-Out EBITDA Statement requires adjustment. The Independent Accounting Firm shall base its determination solely on submissions by the Principal Equity Holder and the Purchaser and not on an independent review. The Principal Equity Holder, Company and the Purchaser shall make available to the Independent Accounting Firm all relevant books and records and other items reasonably requested by the Independent Accounting Firm. As additional Merger Considerationpromptly as practicable, at such times but in no event later than 30 days after its retention, the Independent Accounting Firm shall deliver to the Principal Equity Holder and the Purchaser a report which sets forth its resolution of the disputed items and amounts and its calculation of Earn-Out EBITDA; provided, however, that in no event shall Earn-Out EBITDA as provided determined by the Independent Accounting Firm be less than the Purchaser’s calculation of Earn-Out EBITDA set forth in Section 1.23(d)the Estimated Earn-Out EBITDA Statement nor more than the Principal Equity Holder’s calculation of Earn-Out EBITDA set forth in the Earn-Out EBITDA Notice of Objection. The decision of the Independent Accounting Firm shall be final, conclusive, non-appealable and binding on the parties. After final determination of Earn-Out EBITDA, the Principal Equity Holder shall have no further right to make any claims against the Purchaser in respect of any element of Earn-Out EBITDA that the Principal Equity Holder raised or could have raised in the Earn-Out EBITDA Notice of Objection. The Principal Equity Holder and the Purchaser shall each pay in cashtheir own costs and expenses incurred under this Section 2.13. The Independent Accounting Firm shall allocate to Purchaser the portion of its fees, if earned pursuant costs and expenses equal to the terms portion of the contested amount of the Earn-Out Payment that is actually awarded to Principal Equity Holder and shall allocate the remainder of its fees, costs and expenses to the Principal Equity Holder. (d) For the purposes of this Agreement, to Stockholders’ Agent on behalf of the Securityholders, with respect to each Calculation Period within the “Final Earn-out Period an amount, if any (each, an “Out EBITDA” means Earn-out Payment”), equal to Out EBITDA: (i) as shown in the Estimated Earn-Out EBITDA Statement delivered by the Purchaser to the Principal Equity Holder pursuant to Section 2.13(a), if no Earn-Out EBITDA Notice of Objection with respect thereto is timely delivered by the Principal Equity Holder to the Purchaser pursuant to Section 2.13(b); or (ii) if an Earn-Out EBITDA Notice of Objection is so delivered, (A) as agreed in writing by the Net Bookings Amount for such Calculation Period, divided by Principal Equity Holder and the Purchaser pursuant to Section 2.13(c) or (B) in the Net Bookings Target for absence of such Calculation Period multiplied by (ii) agreement, as shown in the Earn-out Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission Independent Accounting Firm’s calculation delivered pursuant to Rule 406 of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”Section 2.13(c), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still apply.

Earn-Out. (a) Earn-out Payments. As additional Merger ConsiderationIn addition to the Base Purchase Price and the Note, at such times as provided in Section 1.23(d)Seller shall be entitled, Purchaser shall pay in cash, if earned pursuant upon full repayment of the Note and to the extent not prohibited by the terms of any credit facilities in favor of Buyer (to the extent any such restrictions exist, all payments which would be payable under this section absent such restriction shall be deferred until such time as the payment thereof is not prohibited by the terms of any such facilities), to additional earn-out consideration (the “Earn-Out”) up to a maximum amount (subject to adjustment as set forth in this Agreement) of $9,000,000 (the “Earn-Out Amount”) as follows: i) Until the earlier of (x) such time as $7,000,000 (as adjusted pursuant to this Agreement) (“1st Tier Earn-Out”) is paid in full pursuant to this Section 7(c)(i), to Stockholders’ Agent on behalf or (y) the last day of the Securityholders5th full calendar year ending after the Closing Date, with respect to each Calculation Period within calendar year following the Earn-out Period Closing Date, Buyer shall pay to Seller an amount, if any amount (each, an “Earn-out Earnout Payment”), equal to (i) (A) the Net Bookings Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) the Earn-out Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50at least 35% of the applicable Net Bookings TargetExcess Cash Flow of the Business during such calendar year. Excess Cash Flow of the Business shall be cumulative and shall be adjusted so that if in any prior calculation year(s) the Excess Cash Flow of the Business was less than zero (“Yearly Shortfall”), no Earn-out Payment such cumulative Yearly Shortfall is to be subtracted from the then cumulative Excess Cash Flow of the Business. If Excess Cash Flow of the Business in the year is greater than zero, a payment shall be due for to Seller with respect to such Calculation Periodyear, and paid to Seller in accordance with the terms herein. Additionally, in If the event cumulative Excess Cash Flow of the Net Bookings Amount for a particular Calculation Period Business following the Closing Date at any time is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf or in excess of the Securityholders, an amount, if any $50,000,000 (each, a “Stretch Bonus Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled ProductOut Test”), then Buyer shall pay to Seller the New Bookings attributable difference between the Earn-Out Amount less cumulative Earnout Payments. Each Earnout Payment will be paid by Buyer to the Company Product sold as part Seller by wire transfer of a Bundled Product shall be equal same day funds to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied account designated by (Y) the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of Seller within 5 days after such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still applyEarnout Payment has been finally determined.

Earn-Out. (a) Earn-out Payments. As additional Merger Considerationconsideration for the Purchased Assets, at such times as provided in Section 1.23(d2.4(c)Section 2.4(b)(iii), Purchaser shall pay in cashto the Seller a total earn-out payment (the “Earn-Out Payment”) equal to: the aggregate Earn-Out Revenue for each Earn-Out Store for such Earn-Out Store’s Calculation Period, if earned as limited pursuant to the terms Section 2.4(c). (b) Procedures applicable to determination of this Agreement, to Stockholders’ Agent on behalf of the Securityholders, with respect to each Calculation Period within the Earn-out Period an amount, if any (each, an “Earn-out Out Payment”), equal to . (i) (A) the Net Bookings Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) the For each Earn-out Amount for Out Store, on or before the date which is 60 days after the last day of such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Out Store’s Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf prepare and deliver to the Representative a written statement (the “Earn-Out Calculation Statement”) setting forth in reasonable detail its determination of the Securityholders, an amount, if any (each, a “Stretch Earn-out PaymentOut Revenue for such Earn-Out Store’s Calculation Period (the “Earn-Out Calculation”). Purchaser shall provide the Representative with copies of such records and work papers used or created in connection with preparation of such Earn-Out Calculation Statement as is reasonable to support such Earn-Out Calculation Statement. The Seller shall provide Purchaser with copies of such records and work papers for each Earn-Out Store as requested by Purchaser for determining such Earn-Out Store’s Earn-Out Revenue for the period of such Earn-Out Store’s Calculation Period occurring on and prior to the Closing Date. (ii) The Representative shall have 45 days after receipt of such Earn-Out Store’s Earn-Out Calculation Statement (the “Earn-Out Review Period”) equal to review the Earn-Out Calculation Statement and the Earn-Out Calculation set forth therein. During the Earn-Out Review Period, the Representative and its accountants and other professional advisors shall have the right to inspect the Purchaser’s books and records during normal business hours at the Buyer’s offices, upon reasonable prior notice and to the Stretch extent and solely for purposes reasonably related to the determination of each Earn-out Amount Out Store’s Earn-Out Revenue. Prior to the expiration of the Earn-Out Review Period, the Representative may object to the Earn-Out Calculation by delivering a written notice of objection (an “Earn-Out Calculation Objection Notice”) to Purchaser. Any Earn-Out Calculation Objection Notice shall specify the items in the Earn-Out Calculation disputed by the Representative and shall describe in reasonable detail the basis for such Calculation Periodobjection, as well as the amount in dispute. For purposes of clarity, in If the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Representative fails to deliver an Earn-out Payment shall be paid. Notwithstanding anything contained herein Out Calculation Objection Notice to Purchaser prior to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% expiration of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any applicable Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”)Out Review Period, then the New Bookings attributable Earn-Out Calculation set forth in the Earn-Out Calculation Statement shall be final and binding on the parties hereto. If the Representative timely delivers an Earn-Out Calculation Objection Notice, Purchaser and the Representative shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the Store Earn-Out Revenue. (iii) If Purchaser and the Representative are unable to reach agreement within 10 Business Days after such an Earn-Out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Company Product sold as part of a Bundled Product Independent Accounting Firm. The Independent Accounting Firm shall be equal directed to render a written report on the unresolved disputed items with respect to the product of (X) applicable Earn-Out Store Earn-Out Calculation as promptly as practicable, but in no event greater than 45 days after such submission to the per unit weighted average price (calculated Independent Accounting Firm, and to resolve only those unresolved disputed items set forth in the Earn-Out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accounting Firm, Purchaser and Representative shall each furnish to the Independent Accounting Firm such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accounting Firm may reasonably request. The Independent Accounting Firm shall resolve the disputed items based solely on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable definitions and other terms in this Agreement and the presentations by Purchaser and Representative, and not by independent review. The resolution of the dispute and the calculation of the Earn-Out Store Earn-Out Revenue that is the subject of the applicable Earn-Out Calculation Period Objection Notice by the Independent Accounting Firm shall be final and binding on the parties hereto, absent manifest error (excluding meaning a mathematical error or the use of an accounting standard that is not GAAP). The fees and expenses of the Independent Accounting Firm shall be borne by Purchaser and the Company Parties (pursuant to an offset in any Store Earn-Out Payment, if any, or pursuant to the Set-Off, or a mix thereof, at Purchaser’s discretion) in proportion to the amounts by which their respective calculations of Earn-Out Revenue differ from Earn-Out Revenue as finally determined by the Independent Accounting Firm. (c) Any Earn-Out Payment that Purchaser is required to pay pursuant to this Section 2.34 shall be paid in full in Parent Common Stock, priced at the Closing VWAP, no later than 10 days following the date upon which the determination of Earn-Out Revenue of each Earn-Out Store has become final and binding upon the Parties as provided in Section 2.4(b) (including any final resolution of any dispute raised by Representative in an Earn-Out Calculation Objection Notice). The Earn-Out Payment shall not exceed $8,000,000. (d) Purchaser will, following the Closing Date, for each Earn-Out Store, at all times during such Earn-Out Store’s Calculation Period: (i) pilots use commercially reasonable efforts to operate the business of such Earn-Out Store in accordance with customary practices consistent with Parent’s operation of its similar businesses in New Mexico; and (ii) pilot conversions that are not priced on a per unit basis)take any action or fail to take any action with the intention to avoid, multiplied by (Y) limit, minimize or reduce the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still applyEarn-Out Payment.

Earn-Out. (a) Earn-out Payments. As additional Merger Considerationconsideration for the Shares, at such times as provided in Section 1.23(d), Purchaser Buyer Parties shall pay in cash, if earned pursuant to the terms of this Agreement, to Stockholders’ Agent on behalf of the Securityholders, with respect to each Calculation Period within Seller, a portion of the Earn-out Period an amountOut Amount, if any (eachany, an “Earn-out Payment”), equal to (i) (A) the Net Bookings Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) the Earn-out Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be equal to the product of such Seller's Earn-Out Share TIMES the Earn-Out Amount for the applicable Calculation Period. The Earn-Out Amount shall be paid in cash and otherwise in accordance with the terms and conditions of this ARTICLE 12. The Earn-Out Amount, if any, shall be payable by Buyer with respect to the Buffalo Inc. Shares, ▇▇▇ ▇▇▇▇▇▇ Shares, and 368 Canada Shares (Xand allocated as an adjustment to the purchase price for such Shares in a reasonable manner), and by Parent with respect to the Buffalo US Shares. (b) Within one hundred twenty (120) days of the per unit weighted average price end of each Calculation Period, Parent shall deliver to Sellers a schedule setting forth the Parent's determination of whether the Earn-Out Amount for such period was earned together with the Parent's calculation of Adjusted Earnings for such period; the Parent's determination shall be based on the audited financial statements of Buyer and Parent for the period ended as at the end of the then relevant Calculation Period (calculated the "PROPOSED EARN-OUT AMOUNT"). The Proposed Earn-Out Amount will be subject to Sellers' review. In reviewing the Proposed Earn-Out Amount, Sellers shall have the right to communicate with, and to review the work papers, schedules, memoranda, details of reconciliation entries and other documents Buyer, Parent or the auditors for Buyer and Parent prepared or reviewed in determining the Proposed Earn-Out Amount for such period and thereafter shall have reasonable access to all relevant books and records, all to the extent Sellers reasonably require to complete their review of Parent's determination of the Proposed Earn-Out Amount. Within forty five (45) days after its receipt of Parent's calculation of the Proposed Earn-Out Amount, Sellers shall advise Parent whether, based on an annualized basissuch review, they have any exceptions to such determination and related calculations. Unless Sellers deliver to Parent within such forty five (45) day period a letter describing their exceptions to Parent's calculation of New Bookings sold on a standalone basis throughout the applicable Adjusted Earnings and the corresponding Earn-Out Amount as set forth in the schedule delivered by Parent described in this SECTION 12.1(B), the Proposed Earn-Out Amount for the applicable Calculation Period will be conclusive and binding on Buyer Parties and Sellers as to the Adjusted Earnings and as to whether the Earn-Out Amount for such period is payable. If the Sellers deliver such letter, the Parties shall follow the procedures for resolution of disputes set forth in SECTION 12.5. (excluding c) Within five (i5) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units business days of the Company Product sold as part determination of the Bundled Productapplicable Earn-Out Amount under this SECTION 12.1 or SECTION 12.5, multiplied by Buyer shall pay to Sellers an amount equal to such amount. (Zd) Subject to SECTION 12.2, Buyer Parties' obligations under this ARTICLE 12 will survive, and Buyer shall have the obligation to pay all Earn-Out Amounts, if any, in accordance with this ARTICLE 12, notwithstanding the term cessation of employment for any reason (including as a result of death, disability, retirement or voluntary termination of service) of any or all of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still applyBitton Brothers.

Earn-Out. (a) Earn-out Payments. As additional Merger Considerationconsideration for the Asset Purchase, at such times as provided in Section 1.23(d2.7(e), Purchaser Buyer shall pay in cash, if earned pursuant for credit to the terms of this Agreement, to Stockholders’ Agent on behalf of the Securityholders, Seller with respect to each Calculation Period within the Earn-out Period an amount, if any (each, an “Earn-out Payment”), equal to (i) (A) 30% of the amount by which the Net Bookings Amount for Revenue of the Business exceeds $13,750,000 with respect to such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) the Earn-out Amount for such Calculation PeriodPeriod by bank wire transfer to the account set forth on Schedule I hereto. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 The amount of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no any Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal treated by Buyer and Seller as an adjustment to the Stretch Net Bookings Target for such Calculation Period, Purchaser Base Purchase Price. (b) Buyer shall pay Stockholders’ Agent on behalf prepare standalone financial statements of the Securityholders, an amount, if any (each, a “Stretch Business during the Earn-out Payment”) equal Period, which financial statements shall be prepared in accordance with U.S. generally accepted accounting principles, reviewed for each quarterly period and delivered to Seller within 45 days of the end of each quarterly period, and audited for each annual period and delivered to Seller within 75 days of the end of each annual period. On or prior to the Stretch date that is 15 days after receipt by Seller of the standalone audited financial statements of the Business in respect of, and after, each Earn-out Amount Period, Buyer shall prepare and deliver to Seller a statement (an “Earn-out Statement”) setting forth Buyer’s calculation of Net Revenue for such Calculation Earn-out Period. (c) Within 30 days following receipt by Seller of an Earn-out Statement, Seller shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of such Earn-out Statement. For purposes If Seller does not notify Buyer in writing in reasonable detail of claritya dispute with respect to such Earn-out Statement within such 30-day period, in such Earn-out Statement will be final, conclusive and binding on the parties. In the event of such notification of a dispute, Buyer and Seller shall negotiate in good faith to resolve such disputed items. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such disputed items within fifteen (15) days after Seller notifies Buyer of its objections, then Buyer and Seller jointly shall engage a mutually agreed upon accounting firm (the Net Bookings Amount for “Arbitration Firm”) to resolve only such disputed items and/or items still in dispute. In the event Buyer and Seller engage the Arbitration Firm, as promptly as practicable thereafter, Buyer and Seller shall each prepare and submit a particular Calculation Period is less than presentation to the Stretch Net Bookings Target for such Calculation PeriodArbitration Firm. As soon as practicable thereafter, no Stretch Buyer and Seller shall cause the Arbitration Firm to choose one of the party’s positions (i.e., whether and to what extent the Earn-out Payment shall is earned by Seller for the applicable Earn-out Period) based solely upon the presentation by Buyer and Seller. All professional fees incurred by the Arbitration Firm will be paidshared equally between Buyer and Seller. All determinations made by the Arbitration Firm will be final, conclusive and binding on the parties to this Agreement. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings dispute resolution mechanism contained in this Section 2.7(c) shall be limited the exclusive mechanism for resolving disputes regarding the Earn-out Payments, if any. (d) For purposes of complying with the terms set forth in this Section 2.7, Buyer shall cooperate with and make available to 20% Seller and Seller’s representatives, on a commercially reasonable basis, all information, records, data and working papers, and shall permit access to Buyer’s facilities and personnel as may be reasonably requested in connection with the preparation and analysis of the aggregate Earn-out Statements and financial statements and the resolution of any disputes thereunder. During each Earn-out Period, along with the reviewed standalone financial statements of the Business, Buyer will provide to Seller with a calculation of the Net Bookings Amount Revenues of the Business for such Earn-out Period through the end of such calendar quarter. If Buyer, on the one hand, or Seller, on the other hand, breach their respective obligations under this Section 2.7(d), the dispute periods set forth in Section 2.7(c) shall automatically be extended until such breach is cured by the breaching party. (“None) If an Earn-Recurring Maximum”out Payment is payable (as finally determined pursuant to Section 2.7(c)), then Buyer shall pay for credit to Seller an amount in cash equal to such Earn-out Payment, by bank wire transfer of immediately available funds to the account set forth on Schedule I hereto, within 120 days after the applicable Earn-out Period. Notwithstanding the foregoing, in the event of a dispute with respect to an Earn-out Payment, Buyer shall pay Seller an amount in cash equal to such Earn-out Payment reasonably promptly following the resolution of such dispute as finally determined pursuant to Section 2.7(c) for purposes of calculating hereof. (f) Subsequent to the Closing, Buyer shall have (x) sole discretion with regard to all matters relating to the Business and (y) no obligation to cause the Business to achieve any Earn-out Payment Payment; provided that, with respect to the foregoing clauses (x) and (y), Buyer shall not, directly or Stretch indirectly, take any actions in bad faith, the purpose of which is avoiding or reducing any of the Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still apply.Payments hereunder

Earn-Out. (a) Not later than February 1, 2012, Buyer shall prepare and deliver to Seller a report (the “Proposed Earn-out Payments. As additional Merger Consideration, at such times as provided in Section 1.23(dOut Determination Report”), Purchaser together with reasonable supporting documentation, setting forth the calculation of the Earn-Out Amount in accordance with Exhibit E accompanied by a certification of Buyer’s Chief Financial Officer to the effect that the Proposed Earn-Out Determination Report has been so prepared. (b) Seller shall pay review the Proposed Earn-Out Determination Report following receipt thereof. If Seller disagrees with the Proposed Earn-Out Determination Report, Seller shall notify Buyer in cashwriting of such disagreement (an “Earn-Out Objection”) within thirty (30) days after receipt of the Proposed Earn-Out Determination Report, which Earn-Out Objection shall specify in reasonable detail the items and amounts in dispute. Within five (5) Business Days of Seller’s delivery of an Earn-Out Objection, if earned any, and/or of Seller’s delivery of a notice that all or any amounts are not in dispute, ViaWest shall pay, or cause to be paid, to Seller, the non-disputed Net Earn-Out Amount (if any) by wire transfer of immediately available funds to an account designated by Seller. If Seller does not deliver an Earn-Out Objection within such thirty (30) day period, then the Proposed Earn-Out Determination Report shall be automatically deemed to be the Definitive Earn-Out Determination Report, which shall be final, conclusive and binding upon all parties. For a period of thirty (30) days following Buyer’s receipt of an Earn-Out Objection (the “Earn-Out Dispute Period”), Representatives of Buyer and Seller shall use their reasonable best efforts to resolve all disagreements with respect to the Earn-Out Report set forth in such Earn-Out Objection through the joint consultation of Buyer and Seller. After such thirty (30) day period, any item or matter set forth in the Proposed Earn-Out Determination Report that is not then in dispute between Buyer and Seller shall become final, conclusive and binding upon all parties. (c) If Buyer and Seller are unable to resolve all of their disputes with respect to the Earn-Out Report within thirty (30) days after Buyer receives the Earn-Out Objection, then any remaining disputes (and only such remaining disputes) shall be resolved by the Accounting Firm, and, within five (5) Business Days, ViaWest shall pay, or cause to be paid, to Seller, the non-disputed Net Earn-Out Amount (if any) by wire transfer of immediately available funds to an account designated by Seller. The Accounting Firm shall be instructed to render a determination of the applicable dispute(s) within thirty (30) days after referral of the matter to the Accounting Firm, which determination shall be in writing and shall set forth, in reasonable detail, the basis therefor. The determination of the Accounting Firm shall be conclusive and binding upon the parties hereto, and the parties hereto agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of disputes to be resolved by the Accounting Firm shall be limited to whether the items in dispute that were included in the Earn-Out Objection were prepared in accordance Exhibit E. The Accounting Firm’s decisions shall be based solely on presentations by Buyer and Seller and their respective Representatives (it being understood that Buyer shall not use any of the Privileged Information in such presentation unless it provides such Privileged Information to Seller within a reasonable time prior to the expiration of the Earn-Out Dispute Period), and not by independent review, and the Accounting Firm shall only address those issues in dispute specifically set forth on the Earn-Out Objection. In resolving any disputed item, the Accounting Firm shall not assign a value to any item that is greater than the greatest value for such item claimed by either party or that is less than the smallest value for such item claimed either party. The costs, fees and expenses of the Accounting Firm shall be allocated between Buyer and Seller in accordance with the final two sentences of Section 2.5(c). (d) Buyer shall revise the Proposed Earn-Out Determination Report and the calculation of the Earn-Out Amount as appropriate to reflect the resolution of Seller’s objections (as agreed upon by Buyer and Seller or as determined by the Accounting Firm), which shall be final, conclusive and binding upon all parties and deliver it to Seller within five (5) Business Days after the resolution of such objections. Such revised report shall be the Definitive Earn-Out Determination Report, which shall be final, conclusive and binding upon all parties. The date the Definitive Earn-Out Determination Report is delivered by Buyer to Seller in accordance with Section 2.7(b) or this Section 2.7(d), as applicable, shall be the “Earn-Out Determination Date.” (e) Within five (5) Business Days of the Earn-Out Determination Date, ViaWest shall pay, or cause to be paid, to Seller, the Net Earn-Out Amount not already paid to Seller (if any) by wire transfer of immediately available funds to an account designated by Seller. The term “Net Earn-Out Amount” means the excess (if any) of the Earn-Out Amount over the sum of (without duplication) (i) the absolute value of the Reconciling Adjustment Amount (if any) payable by Seller to Buyer pursuant to Section 2.5(e)(ii) that has not been paid as of the Earn-Out Determination Date, (ii) the aggregate amount (if any) of indemnity claims made by Buyer Indemnitees and finally determined pursuant to the terms of this Agreement, Article VI and not paid (whether pursuant to Stockholders’ Agent on behalf Seller’s right of the Securityholders, with respect to each Calculation Period within offset under Section 6.6 or otherwise) as of the Earn-out Period an amount, if any Out Determination Date and (each, an “Earn-out Payment”), equal to (i) (Aiii) the Net Bookings Amount for such Calculation Period, divided aggregate amount of unresolved disputed indemnity claims made by (B) Buyer Indemnitees pursuant to the Net Bookings Target for such Calculation Period multiplied by (ii) terms of Article VI as of the Earn-out Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still applyOut Determination Date.

Earn-Out. (a) Earn-out Payments. As additional Merger ConsiderationNo later than January 31, at such times as provided in Section 1.23(d)2016, Purchaser the Buyer shall pay in cash, if earned pursuant deliver to the terms of this Agreement, to Stockholders’ Agent on behalf Seller a statement (the “Calculation Statement”) setting forth the Buyer’s calculation of the Securityholders, with respect to each Calculation Period within 2015 Net Sales and the Earn-out Period an amount, if any (each, an “Earn-out Payment”), equal to (i) (A) the Net Bookings Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) the Earn-out Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 amount of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Base Earn-out Payment payable to the Seller in accordance with the formula set forth in Section 7.11(b), below. During the thirty (30) calendar day period following delivery of the Calculation Statement, the Buyer shall promptly furnish to the Seller such financial, operating and other data and information related to the preparation of the Calculation Statement and the calculation of the 2015 Net Sales and the amount of the Base Earn-out Payment as the Seller may reasonably request. Within thirty (30) calendar days after receipt of the Calculation Statement from the Buyer, the Seller must notify the Buyer of any objections to the Buyer’s calculation of the 2015 Net Sales and the Base Earn-out Payment and the basis for such disagreements. If the Seller does not so notify the Buyer within such thirty (30) calendar day period of the Seller’s objections to Buyer’s calculation of the 2015 Net Sales or the amount of the Base Earn-out Payment as set forth in the Calculation Statement, then the 2015 Net Sales and the amount of the Base Earn-out Payment as set forth in the Calculation Statement shall be due final hereunder. If the Seller does notify the Buyer within such thirty (30) calendar day period that the Seller of its objection in accordance with this paragraph, then the Buyer and the Seller shall use their good faith efforts to attempt to resolve such disputed items within thirty (30) calendar days after receipt by the Buyer of the Seller’s notice of dispute. If the Buyer and the Seller are unable to resolve the disputed items within thirty (30) calendar days after receipt by the Buyer of the Seller’s notice of dispute, then the Buyer and the Seller shall jointly engage the Accounting Arbitrator (in accordance with the procedure for selecting the Accounting Arbitrator set forth in Section 2.2(b)) to resolve finally such disputed items. The scope of the Accounting Arbitrator’s engagement shall be limited to the resolution of the disputed items described in the Seller’s notice of dispute, in each case in accordance with GAAP, and the recalculation, if any, of the 2015 Net Sales and the amount of the Base Earn-out Payment in light of such resolution; provided, that the Accounting Arbitrator shall not assign a dollar amount to any item in dispute greater than the greatest dollar amount for such Calculation Perioditem assigned by the Buyer, on the one hand, or the Seller, on the other hand (as applicable), or lower than the lowest dollar amount for such item assigned by the Buyer, on the one hand, or the Seller, on the other hand (as applicable). AdditionallyThe determination of the Accounting Arbitrator shall be made as promptly as possible and shall be final and binding upon the Parties, absent manifest error. The Buyer and the Seller shall each be permitted to submit such data and information relating to the unresolved disputed items described in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal Seller’s notice of dispute to the Stretch Net Bookings Target for Accounting Arbitrator as such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf party deems appropriate. The expenses and fees of the SecurityholdersAccounting Arbitrator shall be paid by the Buyer, on the one hand, and the Seller, on the other hand, based upon the percentage that the amount not actually awarded to such party bears to the amount actually contested by such party. The 2015 Net Sales and the amount of the Base Earn-out Payment as finally agreed by the Buyer and the Seller or as determined by the Accounting Arbitrator as described herein shall be the 2015 Net Sales and the amount of the Base Earn-out Payment for all purposes hereof. (b) Once the amount of 2015 Net Sales has been finally determined in accordance with Section 7.11(a), the Buyer shall, within thirty (30) calendar days following such determination, pay to the Seller an amount, if any amount (each, a the “Stretch Base Earn-out Payment”) equal to the Stretch Earn-out Amount product of Eight Million Dollars ($8,000,000) multiplied by a fraction (the “Multiple”), the numerator of which is the 2015 Net Sales and the denominator of which is Fifty Two Million Dollars ($52,000,000); provided, that if the calculation of the Multiple results in a number that is greater than 1.0, then the Multiple shall be deemed to be 1.0 for such Calculation Periodall purposes under this Agreement. For purposes the avoidance of claritydoubt, in the event Buyer shall not be required to pay the Net Bookings Amount for a particular Calculation Period is less than portion of the Stretch Net Bookings Target for such Calculation Period, no Stretch Base Earn-out Payment shall be paid. Notwithstanding anything contained herein relating to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% that portion of the aggregate 2015 Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Sales or the Base Earn-out Payment then in dispute until the 2015 Net Sales and the amount of the Base Earn-out Payment is finally agreed to by the Parties or Stretch determined by the Accounting Arbitrator as set forth in Section 7.11(a), above or, if applicable, Section 7.11(d), below, with respect to such portion of disputed 2015 Net Sales; provided, however, that the Buyer shall pay the portion of the Base Earn-out Payment that does not relate to that portion of 2015 Net Sales or the Base Earn-out Payment then in dispute on the date the Base Earn-out Payment is to be made pursuant to the first sentence of this Section 7.11(b). (c) In addition to the Base Earn-out Payment. If any Company Product is sold together , following the final determination of Net Sales in accordance with any other product of Purchaser Section 7.11(a), the Parent shall deliver to the Seller the Additional Earn-out Payment, if any, in such amount and in such form as shall be determined in accordance with the Additional Earn-out Procedures. (collectivelyd) During the period commencing on the Closing Date and ending on December 31, a 2015 (such period, the “Bundled ProductMeasurement Period”), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding Buyer covenants and agrees that it and its Affiliates will (i) pilots use its and their commercially reasonable efforts to maintain the assets and properties of the Business in good working order and condition, (ii) pilot conversions that are operate the Business in good faith, (iii) not priced on a per unit basistake any action or omit to take any action the purpose of which is avoiding, delaying or reducing the amount of the 2015 Net Sales for the Measurement Period (notwithstanding anything to the contrary contained herein, the covenant set forth in this subsection (ii) shall survive until Earn-out Payments shall have been made pursuant to this Section 7.11), multiplied by (Yiii) the number of units not to shift any sales of the Company Product sold Buyer to the Parent or any of its Affiliates, and (iv) maintain the Buyer as part a separate operating company except to the extent that Buyer may be merged, amalgamated, reorganized or restructured within the Parent and its Affiliates in a more tax efficient way for the Parent and its Affiliates as a whole or the Parent reasonably considers that the same is necessary to protect its legitimate business interests, provided that in any such event the financial results of Buyer after completion of any such merger, amalgamation, reorganization or restructuring are separately identifiable for the purposes of determining the 2015 Net Sales and the determination of the Bundled ProductEarn-out Payments hereunder are equitably adjusted to account for such merger, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 monthsamalgamation, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still applyreorganization or restructuring.

Earn-Out. ‌ (a) Earn-out Payments. As additional Merger Considerationconsideration for the contribution/exchange of the Shares, at such times as provided in Section 1.23(d), Purchaser shall Buyer will pay in cashto Sellers an amount, if earned pursuant any, equal to the terms of this Agreement, to Stockholders’ Agent on behalf of Adjusted EBITDA for the Securityholders, with respect to each Calculation Period within New Grow Facility for the Earn-out Period an amount, if any multiplied by two (each, an 2) (the “Earn-out Payment”). (b) The Earn-out Payment, equal if any, will be calculated and paid by Buyer to (i) (A) the Net Bookings Amount for such Calculation PeriodSellers in full, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) with each Seller receiving their Pro Rata Share of the Earn-out Amount for such Calculation Payment, within sixty (60) calendar days following the last day of the Earn-Out Period. Notwithstanding [***] = Certain confidential information contained Buyer will pay to Sellers the Earn-out Payment, if any, in this documentcash by wire transfer of immediately available funds to the bank accounts for Sellers then designated by Sellers’ Representative. The SPAC hereby agrees to guaranty the payment of the Earn-out Payment, marked by bracketsif due, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 a guaranty agreement negotiated by Sellers and the SPAC, acting reasonably, and entered into by Sellers and the SPAC prior to the Closing (the “Guaranty Agreement”). (c) Subsequent to the Closing, the Company’s management will have reasonable discretion with respect to the operation of the Securities Act New Grow Facility, and neither the Company, Buyer nor the SPAC will, directly or indirectly, take any actions in bad faith that would have the purpose of 1933, as amended. avoiding or reducing the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionallyand the Company, Buyer and the SPAC will cause the Company to spend all funds necessary (but not to exceed $18,500,000) to build and begin operations at the New Grow Facility within 730 calendar days after the Closing. (d) Sellers will assist Buyer and the Company with, and will not hinder or delay, any of the activities required to establish the Earn-out Period Start Date as set out in the event definition of “Earn-out Start Date” in this Agreement; provided that neither the Net Bookings Amount Sellers nor the Sellers’ Representative will be required to incur any expenses in connection with such assistance. (e) The contingent right to receive the Earn-out Payment will not be represented by any form of certificate or other instrument, is not transferable, except by operation of Law, and does not constitute an equity or ownership interest in Buyer, the SPAC or the Company. In addition, the contingent right to receive the Earn-out Payment is not related to ownership of equity interests in Buyer, the SPAC or the Company and, for avoidance of doubt, is payable regardless of whether Sellers dispose of, or exchange, their Exchangeable Shares following the Closing. Sellers will not have any rights as a particular Calculation Period is greater than security holder of Buyer, the SPAC or equal the Company as a result of Sellers’ contingent right to receive the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal . No interest is payable with respect to the Stretch Earn-out Amount for Payment, unless such Calculation Period. For purposes payment is not made within sixty (60) calendar days after the end of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contraryPeriod, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating in which case any Earn-out Payment or Stretch due will bear interest at a rate of 6% per annum from the end of the Earn-out PaymentPeriod. If Interest will not be payable on the amount of any Company Product Earn-out Payment that is sold together being disputed in good faith. (f) Buyer and Sellers recognize and agree that the Earn-out Payment made to Sellers pursuant to this Section 2.4, if any, will be deemed a receipt of money by Sellers with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable respect to the Company Product sold as part of a Bundled Product shall be equal Shares pursuant to the product of (X) the per unit weighted average price (calculated on an annualized basisSection 351(b) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots Code if and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product when such Earn-out Payment is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still applyactually made.

Earn-Out. (a1) Earn-out Payments. As additional Merger Consideration, at such times as provided in Section 1.23(d), On the same date the Purchaser shall pay in cash, if earned pursuant makes a payment (an “Earn Out Payment”) to the terms of this Agreement, to Stockholders’ Agent on behalf Vendors of the Securityholdersrespective Earn Out Amount, with respect or within 45 Business Days after the last day of the applicable Earn Out Period if the amount of such Earn Out Payment is nil, the Purchaser will deliver to each Calculation Period within SSI a copy of the Earn-out Period an amount, if any documentation on which the Purchaser relied for purposes of calculating the amount of such Earn Out Payment (each, an “Earn-out PaymentEarn Out Statement”), equal to (i) (A) including any calculations decreasing the Net Bookings Amount for such Calculation Period, divided by (B) amounts payable given the Net Bookings Target for such Calculation Period multiplied by (ii) the Earnminimum earn-out Amount payments previously paid under Section 2.02(b) and the Purchaser will permit the Vendors and their advisors to examine backup material and ledgers used in preparing the Earn Out Statements as may be reasonably requested by the Vendors. The Purchaser will, upon written request of SSI, make such backup material and ledgers available for audit to a national accounting firm chosen and compensated by SSI provided that the Purchaser is only required to submit to one such Calculation audit per applicable Earn Out Period. (2) If SSI gives written notice to the Purchaser that it disputes an Earn Out Statement within 30 Business Days after the Earn Out Statement is delivered to SSI and SSI and the Purchaser cannot reach agreement on the Earn Out Statement within 30 Business Days after such notice of dispute is given, the dispute will be referred for determination by arbitration to a senior audit partner at the Vancouver office of Deloitte & Touche LLP chosen by the managing partner of such office. Notwithstanding [***] = Certain confidential information contained The determination by such arbitrator will be made within 60 Business Days of such referral and will be final and binding on both SSI and the Purchaser. The costs of the arbitrator will be borne by the Parties in this documentsuch proportion as decided by the arbitrator, marked with SSI’s portion, if any, being deducted and paid out of the Earn Out Amount. (3) If the Earn Out Payment as determined by bracketsSSI and the Purchaser or the arbitrator, has been omitted and filed separately with as the Securities and Exchange Commission case may be, exceeds the Earn Out Payment as determined pursuant to Rule 406 the Earn Out Statement, the Purchaser will pay the amount of the Securities Act of 1933, difference to SSI within two Business Days after the determination and the Purchase Price will be adjusted accordingly. If the Earn Out Payment as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period so determined is less than the Stretch Net Bookings Target for such Calculation PeriodEarn Out Payment as determined pursuant to the Earn Out Statement, no Stretch Earn-out Payment SSI will pay the amount of the difference to the Purchaser within two Business Days after the determination and the Purchase Price will be adjusted accordingly. (4) The Purchaser shall be paid. Notwithstanding anything contained herein entitled to set-off against all or a portion of any amounts payable to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”Vendors under Sections 2.02(b)(ii) for purposes of calculating and 2.02(c) any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable amounts payable by such Vendors to the Company Product sold as part Purchaser hereunder or any liability of a Bundled Product any Vendor to the Purchaser pursuant to this Agreement, provided that the Purchaser shall not be entitled to set-off an amount equal to the Net Book Value Difference against the amounts payable to the Vendors under Section 2.02(b). (5) For greater certainty and notwithstanding any of the other provisions of this Agreement, provided the Purchaser (either directly or through its Affiliates) makes commercially reasonable efforts to sell the TPM Products that are used in the Commercial Vehicle market during the Earn Out Period, the Purchaser may in its sole discretion deal with the TPM Products and the Intellectual Property Rights therein without any duty or obligation to account to the Vendors in respect thereof except as otherwise provided in this Agreement, including (a) incorporating all or a portion of the TPM Products in a product or system manufactured or sold by the Purchaser or an Affiliate of the Purchaser; (Xb) decreasing or discontinuing sales of the per unit weighted average price TPM Products to new or existing customers; (calculated on an annualized basisc) of New Bookings sold on a standalone basis throughout discontinuing the applicable Calculation Period TPM Products, related product lines or support therefor; or (excluding d) granting exclusive licenses to the TPM Products or otherwise transferring or disposing the Intellectual Property Rights in or to the TPM Products, provided that the fees generated from such licenses or transfers shall be included in Net TPM Product Sales, and that the Purchaser shall not transfer title to Intellectual Property Rights without either (i) pilots and prior approval of YA Global, or (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) obtaining the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months agreement of such term divided by 12. For purposes transferee that it will comply with the terms of clarity, the booking rules (e.g., up this Agreement with respect to the first 12 months of value, subject to a written contract, timing of start date) shall still applyEarn Out Payments.

Earn-Out. (a) On or before the 60th day following the conclusion of Earn-out Payments. As additional Merger Consideration, at such times as provided in Section 1.23(d)Out Period, Purchaser shall pay prepare and deliver to Selling Parties, Purchaser’s good faith determination of the EBITDA of the Business for the Earn-Out Period (the “Earn-Out Calculation Statement”) setting forth in cashreasonable detail its determination of the EBITDA of the Business for the Earn-Out Period and the Earn Out Amount. In addition, during the Earn-Out Period, Purchaser shall prepare and deliver to Selling Parties quarterly statements of the EBITDA of the Business setting forth in reasonable detail the current EBITDA of the Business. Purchaser shall maintain financial records with respect to the Business, separate from those records of Purchaser’s other businesses.1 Notwithstanding anything to the contrary in this Agreement, Purchaser shall have no obligation to maximize, or to attempt to maximize, the EBITDA of the Business; provided, however, that Purchaser shall not take any action in bad faith for the purpose of minimizing the EBITDA of the Business during the Earn-Out Period. (b) Selling Parties shall have 30 days after receipt of the Earn-Out Calculation Statement (the “EBITDA Review Period”) to review the Earn-Out Calculation Statement. During the EBITDA Review Period, the Selling Parties and their accountants shall have the right to inspect Purchaser’s books and records in respect of the Acquired Assets and Business during normal business hours at Purchaser’s principal executive offices, upon reasonable prior notice and solely for purposes reasonably related to the determination of the EBITDA of the Business. If Selling Parties reasonably in good faith object to the calculation of the EBITDA of the Business and/or the Earn-Out Amount, then prior to 5 Business Days after the expiration of the EBITDA Review Period, Selling Parties may object to Purchaser’s determination set forth in the Earn-Out Calculation Statement, by delivering a written notice of objection (an “Earn-Out Objection”) to Purchaser. If Selling Parties fail to deliver an Earn-Out Objection to Purchaser prior to 5 Business Days after the expiration of such EBITDA Review Period, then the determination of the EBITDA of the Business and the Earn-Out Amount set forth in the Earn-Out Calculation Statement will be final and binding on the parties hereto. (c) If Selling Parties timely deliver an Earn-Out Objection, Purchaser and Selling Parties shall negotiate in good faith to agree upon the EBITDA of the Business and the Earn-Out Amount for the Earn-Out Period. If Purchaser and Selling Parties are unable to reach agreement on one or more items related to the calculation of the EBITDA of the Business within 30 days after an Earn-Out Objection has been given, the unresolved disputed items shall be promptly referred to an arbitrator selected in the manner set forth in Section 2.4 (the “Earn-Out Arbitrator”), and which shall be the exclusive means for resolution of such dispute. The Earn-Out Arbitrator shall be directed to render a written report as to the unresolved disputed matters in question as promptly as practicable, but in no event later than 30 days after such submission to the Earn-Out Arbitrator. The Earn-Out Arbitrator shall be instructed to limit its determination solely to the unresolved disputed items (as well as any other items upon which the disputed items may have an impact) in connection with calculation of the EBITDA of the Business as reflected on the Earn-Out Calculation Statement. Purchaser and Selling Parties shall each promptly furnish to the Earn-Out Arbitrator such work papers, schedules and other documents and information as the Earn-Out Arbitrator may reasonably request. The Earn-Out Arbitrator may submit written questions to Purchaser and Selling Parties, each of whom shall promptly respond in writing to questions directed to such party. Each of Purchaser and Selling Parties shall be entitled to submit a written position statement concerning the matters in question. The Earn-Out Arbitrator shall resolve the matters in question based solely on the terms in this Agreement, answers to questions posed by the Earn-Out Arbitrator and the submissions made by Purchaser and Selling Parties to the Earn-Out Arbitrator. The Earn-Out Arbitrator shall be jointly engaged by Purchaser and Selling Parties, and all fees, costs and expenses of the Earn-Out Arbitrator shall be paid one-half by Selling Parties and one-half by Purchaser. The determination by the Earn-Out Arbitrator pursuant to the foregoing shall be final, binding upon and non-appealable by the parties. 1 The Borrower will be accounted for as if a stand-alone company post-Closing. See Exhibit A attached hereto. (d) If an Earn-Out Objection was not issued, the Earn-Out Amount, if earned pursuant any, shall be paid by Purchaser to Company in accordance with the terms of this Agreement, to Stockholders’ Agent on behalf Section 2.5 no later than 10 business days following the expiration of the Securityholders, with respect to each Calculation Period within EBITDA Review Period. If an Earn-Out Objection is issued and it is subsequently determined under clause (c) of this Section 2.5 that the Earn-out Period an amountOut Amount has been earned, if any (each, an “then the Earn-out Payment”), equal Out Amount shall be paid by Purchaser to Company in accordance with the terms of this Section 2.5 no later than 30 days following date upon which the determination of the EBITDA of the Business becomes final and binding upon the parties as provided in this Section 2.5. (e) The parties hereto understand and agree that (i) (A) the Net Bookings Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) the Earn-out Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant contingent rights to Rule 406 of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating receive any Earn-out Payment Out Amount shall not be represented by any form of certificate or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser instrument, are not transferable (collectivelyprovided, a “Bundled Product”however, that the proceeds therefrom may be assigned by the Selling Parties), then the New Bookings attributable except by operation of Laws relating to the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on descent and distribution, divorce and community property, and do not constitute an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots equity or ownership interest in Purchaser, and (ii) pilot conversions no interest is payable with respect to any Earn-Out Amount. (f) The parties intend that are not priced on a per unit basis), multiplied by (Y) Earn-Out Amount required to be paid to Company pursuant to this Section 2.5 shall be treated as deferred Purchase Price which is contingent as to the number amounts for purposes of units Section 453 of the Company Product sold as part Code and subject to the applicable imputed interest rules of Sections 483 and 1274 of the Bundled ProductCode, multiplied and such amounts shall be reported consistent with the forgoing unless otherwise required by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still applyLaw.

Earn-Out. (a) The calculation of Adjusted EBITDA for the Earn-out PaymentsOut Period will be calculated based upon the Company's audited financial statements for the year ending December 31, 2000. As additional Merger Consideration, at such times as provided in Section 1.23(d), Purchaser shall pay in cash, if earned pursuant to the terms of this Agreement, to Stockholders’ Agent on behalf of the SecurityholdersAdjusted EBITDA, with respect to each Calculation Period within the period for which it is to be computed, shall mean earnings before interest, taxes, depreciation and amortization (prepared in accordance with generally accepted accounting principles ("GAAP")) ("EBITDA"), plus adjustments and add backs as follows: the exclusion of expenses related to or associated with (a) any management fees paid to the Purchaser or its Affiliates, (b) all depreciation and amortization associated with, or as a result of, the acquisition of the Company contemplated herein, (c) the acquisition of the Company contemplated herein and new ventures, (d) the Purchaser's additional general corporate overhead and administrative expenses, (e) the Company's general corporate overhead and administrative expenses that are in excess of the Company's historical expense levels for the corresponding period, (f) extraordinary gain or loss on the sale or disposition of assets, and (g) any profit sharing, incentive compensation or retirement plans implemented after the Closing Date. (b) During the Earn-out Period an amountOut Period, if any (each, an “the Purchaser shall operate the Company in a manner necessary to maximize Adjusted EBITDA for the Earn-out Payment”)Out Period and shall not operate the Company in a manner that promotes the long term growth of the business of the Company at the expense of the Company's EBITDA for the Earn-Out Period. During the Earn-Out Period, equal the Purchaser agrees that they will not, without the consent of the Stockholder, unreasonably require that the business of the Company be operated substantially differently than it was operated in the past, unreasonably change the prices charged, the level of compensation of full-time employees and the level of general and administrative expenses. During the Earn-Out Period, the Purchaser shall not take any of the following actions with respect to the Company, without first obtaining the consent of the Stockholder or appropriately segregating the accounting for the business of the Company as then in existence: (i) sell any significant portion of the Company's assets (A) other than sales of assets in the Net Bookings Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by ordinary course of business consistent with past practice); (ii) merge, consolidate, or reorganize the Company with another party; (iii) cause the Company to acquire all or substantially all, or any significant portion of, the assets of a third party; (iv) cause the Company to enter into a material joint venture, partnership, strategic alliance, or other similar business arrangement with one or more third parties; or (v) cause the Company to enter into any material transaction, however designated, not in the ordinary course of business consistent with past practice, in each case the consummation of which has or can reasonably be expected to have, a material impact upon the Company's EBITDA earned during the Earn-out Amount for such Calculation Out Period. Notwithstanding [***] = Certain confidential information contained During the Earn-Out Period, the Purchaser shall, through the use of credit facilities in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 existence as of the Securities Act Closing, make reasonable levels of 1933working capital available to the Company, as amended. in amounts and at times, sufficient to maximize the foregoing, if Company's EBITDA during the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Out Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still apply.

Earn-Out. (a) EarnAs soon as reasonably practical following the completion of Parent’s audit of its consolidated financial statements for the fiscal year ended December 31, 2015, which shall be prepared in accordance with GAAP and the applicable accounting requirements and the rules and regulations promulgated by the Securities and Exchange Commission, but no later than March 15, 2016, the Company shall prepare and deliver to the Stockholder Representative a statement setting forth the 2015 Actual Revenue (the “Preliminary 2015 Actual Revenue Statement”). The Preliminary 2015 Actual Revenue Statement shall be prepared in accordance with GAAP, applied consistently with the past accounting practices and procedures of Parent. (b) If the Stockholder Representative disputes the Preliminary 2015 Actual Revenue Statement, then the Stockholder Representative shall deliver to Parent a Dispute Notice describing with reasonable detail the basis for any such dispute within thirty (30) calendar days after receiving the Preliminary 2015 Actual Revenue Statement. If the Stockholder Representative does not deliver the Dispute Notice to Parent within such thirty (30) calendar day time period, then the determination of the 2015 Actual Revenue as set forth on the Preliminary 2015 Actual Revenue Statement shall be deemed final and accepted by the Stockholder Representative. Parent and the Stockholder Representative will cooperate and work in good faith to resolve any such dispute themselves. If such dispute is not finally resolved within thirty (30) calendar days after Parent’s receipt of the Dispute Notice, either Parent or the Stockholder Representative may thereafter cause the dispute to be submitted to the Arbitrating Accountant and shall instruct the Arbitrating Accounting to review this Agreement and the disputed items or amounts in determining the 2015 Actual Revenue. Within thirty (30) calendar days after submission to the Arbitrating Accountant for resolution, Parent and the Stockholder Representative shall each indicate in writing their position on each disputed matter and each such party’s determination of the amount of the 2015 Actual Revenue. The Arbitrating Accountant shall make a written determination on each disputed matter no later than sixty (60) calendar days after submission to the Arbitrating Accountant for resolution and such determination will be conclusive and binding upon Parent and the Stockholder Representative with respect to that disputed matter. In conducting its review, the Arbitrating Accountant shall consider only items in dispute, and shall base its determination solely on the written submissions of Parent and the Stockholder Representative (i.e., no independent investigation) and the definitions and methodologies prescribed herein. The fees and expenses of the Arbitrating Accountant shall be paid by one-out Paymentshalf by the Company and one-half by the Stockholder Representative. As additional Merger Consideration, at such times as provided Upon final determination of the Earnout Amount in accordance with this Section 1.23(d7.2(b), Purchaser Parent shall pay in cash, if earned pursuant to distribute (or cause the terms of this Agreement, to Stockholders’ Agent on behalf of the SecurityholdersEscrow Agent, with respect to each Calculation Period within the Earn-out Period an amountEscrowed Earnout Amount, if any (eachor the Paying Agent, an “Earn-out Payment”), equal to (i) (Adistribute) the Net Bookings portion of the Earnout Amount for such Calculation Periodotherwise due and payable to the Company Stockholders, divided by Company Optionholders and RSU Holders within ten (B10) Business Days of the Net Bookings Target for such Calculation Period multiplied by (ii) date upon which the Earn-out Earnout Amount for such Calculation Period. Notwithstanding [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission became final pursuant to Rule 406 of this Section 7.2(b). To the Securities Act of 1933, as amended. extent the foregoing, if the Net Bookings Earnout Amount for a particular Calculation Period is not greater than or equal to 50% of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. Additionally, in the event the Net Bookings Amount for a particular Calculation Period is greater than or equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation PeriodEscrowed Earnout Amount, no Stretch Earneach of Parent and the Stockholder Representative shall direct the Escrow Agent to distribute the Escrowed Earnout Amount, or portion thereof, that is in excess of the Earnout Amount to Parent within ten (10) Business Days of the date upon which the Earnout Amount became final pursuant to this Section 7.2(b). (c) Through December 31, 2015, the Parent and the Company, will not, and shall cause each of their Affiliates to not, without the prior consent of the Stockholder Representative, (i) materially decrease expenditures to support sales and marketing at the Company below the levels set forth in the 2015 Marketing Support Budget previously furnished by the Company to Parent (the “Marketing Support”), (ii) voluntarily liquidate, dissolve or wind-out Payment shall be paid. Notwithstanding anything contained herein up the Company or its business, (iii) sell, assign, lease or otherwise transfer (directly or indirectly, in a single transaction or series of related transactions) all or substantially all of the Company or any material amount of assets (tangible or intangible) related to the contraryCompany, (iv) enter into or permit to exist any agreement, arrangement or understanding that would restrict or prevent payment of any Earnout Amount when due (other than the Senior Debt as the Senior Debt Documents may be amended or modified) or (iv) take any action for the purpose of reducing or otherwise adversely affecting the Earnout Amount. (d) Through December 31, 2015, the Net Bookings Amount attributable Parent and the Company shall, and shall cause each of their Affiliates to, (i) use commercially reasonable efforts to Non-Recurring Bookings shall be limited to 20% operate the Company substantially in the ordinary course and generally consistent with past practices; and (ii) work with senior management of the aggregate Net Bookings Company to identify, and where appropriate, pursue cross-selling opportunities, including selling the Company’s services to Parent or any of its Affiliates. (e) Except as set forth herein, neither Parent nor the Company shall have any obligations pursuant to this Section 7.2, implied or otherwise, and in furtherance of the foregoing the parties agree and acknowledge that neither Parent nor the Company, nor any of their Affiliates following the Closing will be required to (and none are expected to) make any investment, contribution, payment or capital infusions (in or to the Company or otherwise) to achieve any amount of the 2015 Actual Revenue. The Company and each Company Stockholder by their approval of the Merger agrees and acknowledges that neither Parent, the Company nor any of their Affiliates owes (and each holder of Company Common Stock, Company Stock Options, Restricted Stock Units and Company Preferred Stock waives) any express or implied fiduciary duty or duty of good faith or fair dealing to any of the Company Stockholders, Company Optionholders or RSU Holders with respect to or relating to any matter that affects the 2015 Actual Revenue or the Earnout Amount. The Company and each Company Stockholder, Company Optionholder or RSU Holder acknowledges that (i) upon the closing of the transactions contemplated by this Agreement, Parent has the right to operate the Company and the Parent’s other businesses in any way that Parent deems appropriate in its sole discretion (subject to Section 7.2(c) and (d) above), (ii) Parent has no obligation to operate the Company in order to achieve any Earnout Amount or to maximize the amount of any Earnout Amount (“Non-Recurring Maximum”subject to Section 7.2(c) for purposes and (d) above), (iii) the Earnout Amount is speculative and is subject to numerous factors outside the control of calculating any Earn-out Payment or Stretch Earn-out Payment. If Parent and the Company, (iv) there is no assurance that any Company Product is sold together with Stockholder, Company Optionholder or RSU Holder will receive any other product Earnout Amount and Parent has not promised nor projected any Earnout Amount, and (v) the parties solely intend the express provisions of Purchaser this Agreement to govern their contractual relationship. (collectivelyf) In the event that prior to January 1, a 2016, Parent consummates any transaction pursuant to which all or substantially all of the business, properties or assets of Parent are transferred to another person not directly or indirectly controlled by Parent, whether by merger, purchase of assets, tender offer or otherwise (an “Bundled ProductAcquisition Transaction”), then the New Bookings attributable to Stockholder Representative shall have the option, in its sole discretion, and in lieu of, and in complete satisfaction of, any Earnout Amount that the Company Product sold as part of a Bundled Product shall Stockholders, Company Optionholders and RSU Holders may otherwise be equal entitled to in accordance with Section 7.2(a), to cause the product of Parent to distribute (Xor cause the Paying Agent to distribute) the per unit weighted average price (calculated on an annualized basis) greater of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots that portion of the Earnout Amount actually earned through and including the closing date of the Acquisition Transaction, and (ii) pilot conversions that are not priced on a per unit basisthe pro-rated portion of Thirteen Million Dollars ($13,000,000), multiplied by (Y) based on the number of units days that have elapsed from January 1, 2015 through and including the closing date of the Acquisition Transaction (the “Accelerated Earnout”). To assist the Stockholder Representative in its determination whether to elect to accelerate the Earnout, Parent shall make available to the Stockholder Representative and its Representatives such information and detail relating to the Earnout Amount as is reasonably requested. The Company Product sold as part shall be given notice of the Bundled Product, multiplied by proposed Acquisition Transaction no less than five (Z5) if the term Business Days following execution of the contract applicable definitive agreements with respect to the Company Product is less than 12 monthsAcquisition Transaction, and Stockholder Representative shall notify the quotient Parent of its election to accelerate the number Earnout Amount pursuant to this Section 7.2(f) within ten (10) Business Days of months receiving notice of such term divided by 12proposed Acquisition Transaction. For purposes of clarity, the booking rules (e.g., up Any such payment made pursuant to the first 12 months of value, subject to a written contract, timing of start datethis Section 7.2(f) shall still applybe made as soon as practicable, but in any event within five (5) Business Days following consummation of such Acquisition Transaction.

Earn-Out. (a) Earn-out Payments. As additional Merger Consideration, at such times as provided in Section 1.23(d), Purchaser shall Parent will pay in cash, if earned pursuant to the terms Stockholder and the Deferred Stock Unit holders, on a pro rata basis based on the amount of this Agreement, to Stockholders’ Agent on behalf Company Fully Diluted Equity held by each as of the SecurityholdersEffective time, with respect to each Calculation Period within the Earn-out Period an amountOut Amount, if any (eachany, an “pursuant to this ARTICLE 10. The Earn-out Payment”Out Amount will be paid in Parent Common Shares, valued at $15.42 per share (subject to adjustments between the date hereof and such date for stock splits, combinations, dividends or other dilutive events). * TEXT OMITTED AND FILED SEPARATELY. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) 200.83 AND 240.24b-2 (b) Within 15 calendar days following each Determination Date, Parent will deliver to the Stockholder a notice setting forth in reasonable detail Parent's calculation of whether the applicable Earn-Out Amount(s) were earned (the "PROPOSED EARN-OUT AMOUNT"). The Proposed Earn-Out Amount will be subject to the Stockholder's review. In reviewing the Proposed Earn-Out Amount, the Stockholder will have the right to communicate with, and to review the work papers, schedules, memoranda and other documents Parent prepared or reviewed in determining the Proposed Earn-Out Amount and thereafter will have access to all relevant books and records, all to the extent the Stockholder reasonably requires to complete its review of Parent's calculation of the Proposed Earn-Out Amount. Within 15 calendar days after its receipt of Parent's calculation of the Proposed Earn-Out Amount, the Stockholder will advise Parent whether, based on such review, it has any exceptions to such calculation. Unless the Stockholder delivers to Parent within such 15 calendar day period a letter describing its exceptions to Parent's calculation of the applicable Earn-Out Amount as set forth in the schedule delivered by Parent described in this Section 10.1(b), equal to (i) (A) the Net Bookings Proposed Earn-Out Amount for such Calculation Period, divided by (B) the Net Bookings Target for such Calculation Period multiplied by (ii) applicable Determination Date will be conclusive and binding on Parent and the Stockholder as the Earn-out Amount Out Amount. If the Stockholder delivers such letter, the Parties will follow the procedures for such Calculation Period. Notwithstanding [***] = Certain confidential information contained resolution of disputes set forth in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 Section 10.5. (c) Within two business days of the Securities Act of 1933, as amended. the foregoing, if the Net Bookings Amount for a particular Calculation Period is not greater than or equal to 50% determination of the applicable Net Bookings Target, no Earn-out Payment shall be due for such Calculation Period. AdditionallyOut Amount under this Section 10.1 or Section 10.5, in Parent will pay to the event Stockholder and the Net Bookings Amount for Deferred Stock Unit holders, on a particular Calculation Period is greater than or pro rata basis based on the amount of Company Fully Diluted Equity held by each as of the Effective, an amount equal to the Stretch Net Bookings Target for such Calculation Period, Purchaser shall pay Stockholders’ Agent on behalf of the Securityholders, an amount, if any (each, a “Stretch Earn-out Payment”) equal to the Stretch Earn-out Amount for such Calculation Period. For purposes of clarity, in the event the Net Bookings Amount for a particular Calculation Period is less than the Stretch Net Bookings Target for such Calculation Period, no Stretch Earn-out Payment shall be paid. Notwithstanding anything contained herein to the contrary, the Net Bookings Amount attributable to Non-Recurring Bookings shall be limited to 20% of the aggregate Net Bookings Amount (“Non-Recurring Maximum”) for purposes of calculating any Earn-out Payment or Stretch Earn-out Payment. If any Company Product is sold together with any other product of Purchaser (collectively, a “Bundled Product”), then the New Bookings attributable to the Company Product sold as part of a Bundled Product shall be equal to the product of (X) the per unit weighted average price (calculated on an annualized basis) of New Bookings sold on a standalone basis throughout the applicable Calculation Period (excluding (i) pilots and (ii) pilot conversions that are not priced on a per unit basis), multiplied by (Y) the number of units of the Company Product sold as part of the Bundled Product, multiplied by (Z) if the term of the contract applicable to the Company Product is less than 12 months, the quotient of the number of months of such term divided by 12. For purposes of clarity, the booking rules (e.g., up to the first 12 months of value, subject to a written contract, timing of start date) shall still apply.