Common use of Earn-Out Clause in Contracts

Earn-Out. (a) As additional consideration (the “Earn-Out Consideration”) for the Equity Interests and Transferred Assets, Purchaser shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.

Earn-Out. (a) As additional consideration (Buyer shall issue the “Earn-Out Consideration”) for Additional Investment Shares to the Equity Interests and Transferred Assets, Purchaser shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: Investors as follows: (i) Three Million Dollars (With respect to the period commencing October 1, 2008 and ending September 30, 2009, in the event that Buyer or its applicable Vessel-owning subsidiary nominees achieves EBITDA for such period equal to or in excess of $3,000,000.00) if 72 million derived from the Combined Adjusted EBITDA Margin exceeds five percent (5%); Vessels owned by Buyer or its applicable Vessel-owning subsidiary nominees, assuming all of the Vessels are delivered to Buyer or its applicable Vessel-owning subsidiary nominees on or before October 1, 2008 and all such Vessels are included in such revenues for the entire one-year period, then on November 16, 2009, the Investors shall be entitled to receive the Additional Investment Shares. (ii) For the purpose of calculating EBITDA in this Section, if any Vessel is delivered to Buyer or its applicable Vessel-owning subsidiary nominees after October 1, 2008, or any such Vessel is sold, or becomes an additional Two Million Dollars ($2,000,000.00) if actual, constructive or compromised total loss or is compulsorily requisitioned prior to September 30, 2009, or any Vessel is off-hire for any reason other than failure of EST to comply with its obligations under the Combined Adjusted Management Agreement in good faith, then the EBITDA Margin exceeds seven percent (7%) (it being understood that target for the amounts set forth fiscal year ending September 30, 2009, shall be reduced pro rata on a per diem basis in accordance with such Vessel’s or Vessels’ contribution to EBITDA for the foregoing clauses portion of the period referred to in sub-paragraph (i) and (ii) are cumulative and not alternative)above during which such Vessel was off-hire for reason other than the failure of EST to comply with its obligations in good faith under the Management Agreement, in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”Schedule 3.2(f). (biii) Following No later than November 16, 2009 (the Closing“Determination Date”), Purchaser shall, and Buyer shall cause its Affiliates (including deliver to Sellers a detailed notice setting forth Buyer’s calculation of EBITDA for purposes of determining whether the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business Additional Investment Shares have been earned in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with the terms of this Section. Seller shall have a purpose or intention to avoid, reduce, or otherwise frustrate the payment period of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 15 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end delivery of such fiscal yearwritten notice to review such calculations and provide Buyer with written notice of any objection thereto, Purchaser which objections shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements in reasonable detail (the “Earn-Out Financial StatementsObjection Notice”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin). Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any Buyer does not receive the Objection Notice within such 15-day period that objects to the calculation of the Earn-Out Financial Statements delivered pursuant Additional Investment Shares to Section 2.5(c)be issued, Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles Sellers shall be deemed to refer have irrevocably accepted such calculations and determinations. In the event that Buyer receives the Objection Notice during such 15-day period, the Sellers and Buyer shall enter into good faith negotiations to US GAAP consistently applied). resolve any objections. In the event that the Sellers and Buyer cannot reach agreement on the calculation of the Additional Investment Shares to be issued within thirty (e30) days after the Determination Date, the Sellers and Buyer shall appoint a mutually satisfactory independent auditor (the “Disputes Auditor”) for a decision, which shall be final and binding on all parties. If Seller Parent is entitled the parties are unable to payment agree on such auditor within two (2) Business Days, then either party may request that the president of the London Maritime Arbitrators Association then in office appoint the Disputes Auditor. Buyer and the Sellers agree that they will request the Disputes Auditor to render its decision within 30 days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. The fees and expenses of the Disputes Auditor for, and relating to, the making of any Earn-Out Consideration pursuant such decision shall be paid equally by the parties; provided, however, that in the event the Disputes Auditor determines that the Additional Investment Shares to this Section 2.5which the Sellers are entitled are greater than that proposed by Buyer, Purchaser Buyer shall pay to Seller Parent (on behalf such fees and expenses of all Sellers) an amount in cash equal the Disputes Auditor. The determination of the Disputes Auditor as to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated any dispute shall be in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Eventbe binding and conclusive upon all parties.

Earn-Out. (ai) As additional consideration soon as practicable after June 30, 2008, or, if sooner, as soon as practicable after a Sales Event (as hereinafter defined), Buyer shall prepare and deliver to the Representative a statement of EBITDA (as defined in Section 3(e)(v) below) (the “Earn-Out ConsiderationStatement of EBITDA”) measured in U.S. dollars for (x) the Equity Interests twelve (12) calendar months ending June 30, 2008 or (y) in the event of a Sales Event prior to June 30, 2008, the period from and Transferred Assetsafter July 1, Purchaser shall pay to Seller Parent 2007, through the Business Day immediately preceding the closing date of such Sales Event (on behalf of Sellersin each case, the “Measurement Period”) an amount(including the portion, if any, of the Measurement Period occurring prior to the Closing Date) and prepared in accordance with GAAP. Buyer shall endeavor in good faith to deliver to the Representative the Statement of EBITDA by August 15, 2008, in the case of the preceding clause (x), and within 20 Business Days after the Sales Event, in the case of the preceding clause (y). Buyer shall also make available to the Representative copies of all work papers and other documents and data as was used to calculate the Statement of EBITDA. The Representative shall have the right to dispute the Statement of EBITDA (and any items therein) as provided in Section 3(e)(iv) below. (ii) Except as provided in Section 3(e)(iii) below in the event of a Sales Event (as hereinafter defined) prior to June 30, 2008, if it is determined, after completion of the Statement of EBITDA, and after completion of the time and procedure described in Section 3(e)(iv) below if Representative disputes the Statement of EBITDA, that EBITDA for the Measurement Period (including the portion, if any, of the Measurement Period occurring prior to the Closing Date) is equal to: to or greater than ****************************** ********** (the “Required EBITDA Amount”), then Buyer shall promptly pay the Earn Out to Sellers, subject to Buyer’s rights under Sections 2(b) and 15(f); provided, however, that if it is determined, after completion of the Statement of EBITDA, and after completion of the time and procedure described in Section 3(e)(iv) below if Representative disputes the Statement of EBITDA, that EBITDA for the Measurement Period (including the portion, if any, of the Measurement Period occurring prior to the Closing Date) is less than the Required EBITDA Amount and equal to or greater than ****** percent (***%) of the Required EBITDA Amount (the “***% Threshold”), then Buyer shall, subject to Buyer’s rights under Sections 2(b) and 15(f), promptly pay a portion of the Earn Out payable in cash and a portion of the Earn Out payable in shares of Buyer Common Stock, in each case, in an amount equal to (1) the applicable amounts set forth in Sections 2(a)(ii)(A) and 2(a)(ii)(B), respectively, multiplied by (2) a fraction, where the numerator shall equal EBITDA for the Measurement Period and the denominator shall equal the Required EBITDA Amount, whereupon Buyer shall have no further obligation to pay any remaining portion of the Earn Out to Sellers; and provided further, however, that if it is determined, after completion of the Statement of EBITDA, and after completion of the time and * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. procedure described in Section 3(e)(iv) below if Representative disputes the Statement of EBITDA, that EBITDA for the Measurement Period (including the portion, if any, of the Measurement Period occurring prior to the Closing Date) is less than the ***% Threshold, then no Earn Out shall be due and Buyer shall have no obligation to pay all or any portion of the Earn Out to Sellers, except as provided in Section 3(e)(iii) below. (iii) If (A) prior to June 30, 2008, Buyer sells the Company or all or substantially all of the Company’s assets to a third party (other than an Affiliate of Buyer) (a “Sales Event”), and (B) it is determined, after completion of the Statement of EBITDA, and after completion of the time and procedure described in Section 3(e)(iv) below if Representative disputes the Statement of EBITDA, that EBITDA for the Measurement Period (including the portion, if any, of the Measurement Period occurring prior to the Closing Date) through the Business Day immediately preceding the closing date of such Sales Event is equal to or greater than the applicable U.S. dollar amount set forth on Schedule 3(e)(iii) ((A) and (B) being, collectively, the “Post-Closing Earn Out Conditions Following a Sales Event”), then Buyer shall promptly pay the Earn Out to Sellers, subject to Buyer’s rights under Sections 2(b) and 15(f); provided, however, that if the Post-Closing Earn Out Conditions Following a Sales Event are not satisfied in full, then no Earn Out shall be due under this Section 3(e)(iii) and Buyer shall have no obligation under this Section 3(e)(iii) to pay all or any portion of the Earn Out to Sellers. (iv) Buyer will deliver to the Representative a quarterly statement of EBITDA for the Company prepared in accordance with GAAP within thirty (30) days after the end of each of the first three fiscal quarters during the Measurement Period; provided, however, that the dispute resolution procedures set forth below will only apply to the Statement of EBITDA delivered pursuant to Section 3(e)(i) above. The Representative shall have until thirty (30) days after the receipt of the Statement of EBITDA to review such statement. If the Representative disputes Buyer’s Statement of EBITDA, he shall so notify Buyer on or prior to the expiration of such 30-day period. Buyer and the Representative shall then attempt in good faith to resolve their dispute regarding the Statement of EBITDA, but if a final resolution thereof is not obtained within ten (10) days after the Representative has notified Buyer that he disputes Buyer’s Statement of EBITDA, either Buyer or the Representative may retain for the benefit of all the parties hereto an independent accounting firm nationally recognized in the United States acceptable to both the Representative and Buyer (the “Independent Accountant”) to resolve any remaining disputes concerning the Statement of EBITDA. If the Independent Accountant is retained, then (i) Three Million Dollars the Representative and Buyer shall each submit to the Independent Accountant in writing not later than fifteen ($3,000,000.0015) if days after the Combined Adjusted Independent Accountant is retained their respective positions with respect to the Statement of EBITDA Margin exceeds five percent (5%); and their respective calculation of EBITDA for the applicable Measurement Period, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) an additional Two Million Dollars the Independent Accountant shall, within thirty ($2,000,000.0030) days after receiving the positions of both the Representative and Buyer and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Statement of EBITDA, which decision shall be final and binding on, and nonappealable by, the Representative and Buyer. The fees and expenses of the Independent Accountant shall be paid one-half by the Sellers and one-half by Buyer; provided, however, that if EBITDA for the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that applicable Measurement Period as finally determined by the amounts Independent Account and set forth in the foregoing clauses Settlement Amount Certificate (defined below) is closer to the EBITDA calculation submitted by the Representative than to the EBITDA calculation submitted by Buyer, then Buyer shall pay 100% of the fees and expenses of the Independent Accountant. The decision of the Independent Accountant shall take into consideration the respective positions and supporting documentation submitted by the Representative and Buyer pursuant to the preceding clause (i) and (ii) are cumulative and not alternative), in each case in accordance but shall ultimately be derived solely from the Company’s financial statements used to produce Buyer’s financial statements filed with this Section 2.5the SEC for the fiscal period(s) covering the relevant Measurement Period. For The decision of the avoidance Independent Accountant shall also include a certificate of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in Independent Accountant setting forth the aggregate final EBITDA calculation for the applicable Measurement Period (the “Maximum Earn-Out Consideration AmountSettlement Amount Certificate”). (bv) Following For purposes of this Section 3(e), “EBITDA” shall mean the Closing, Purchaser shall, and shall cause its Affiliates sum of net income of the Company for the Measurement Period plus (including to the Transferred Entitiesextent deducted in determining the Company’s net income) to, (i) maintain adequate financial records forinterest expense for such period, (ii) income tax expense for such period, and allocate costs to(iii) depreciation expense, the Combined Business amortization expense and other non-cash expenses for such period, in each case, measured in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.

Earn-Out. (a) As additional consideration (the “The Earn-Out Consideration”) for the Equity Interests and Transferred Assets, Purchaser out shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: be: (i) Three Million Dollars an amount (not to exceed $3,000,000.00400,000.00 in the aggregate) if the Combined Adjusted EBITDA Margin exceeds five equal to fifty percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (750%) (it being understood that of the amounts set forth in cumulative amount by which annual Gross Profit of the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars (Business exceeds $5,000,000.00) in the aggregate 1,400,000.00 per Fiscal Year (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment result of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (being an “Earn-Out Dispute Noticeout Amount”) in any of the following (each, an “Earn-out Period”): (A) the partial portion of Fiscal Year 2008, which period commences at the beginning of the month next succeeding the Closing; (B) Fiscal Year 2009; and (C) the partial portion of Fiscal Year 2010, which period commences on January 1, 2010 and continues until the two-year anniversary of the commencement date set forth in subsection (A) above (ii) At the conclusion of each Earn-out Period, Buyer shall perform a calculation to such effect no later than forty-five (45) Business Days after delivery of determine the Earn-Out Financial Statements for out Amount due to the Seller. For purposes of Fiscal Year 2017 (it being understood that Seller Parent 2008, the annual Gross Profit shall be entitled to object to prorated at the Earn-Out Financial Statements for Fiscal Year 2016 and discuss rate of five twelfths, so that if the same with Purchaser prior to such date without prejudice to its rights hereunder)actual prorated results exceed $583,333.33 of Gross Profit, and any such dispute shall be resolved under then the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles Seller shall be deemed to refer have achieved an Earn-out Amount as stated above. Likewise, Fiscal Year 2010 amounts shall be prorated in a similar manner except at the rate of seven-twelfths. Each Earn-out Amount is subject, in all respects, to US GAAP consistently applied). (ethe $400,000 aggregate cap described in Section 2.9(a)(i) If and before consideration of the prorated amounts as noted above. Notwithstanding anything in this Agreement to the contrary, once Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within out Payment, Seller shall have no obligation to repay or refund any portion of such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case out Amount. Earn-out Amounts shall be paid by wire transfer of immediately available funds by Buyer to an account or accounts designated in writing specified by Seller Parent. (f) If an on or before the later of the third calendar month following the conclusion of each Earn-Out Acceleration Event occurs following out Period or 3 business days after the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence calculation of the applicable Earn-Out Acceleration Eventout Amount becomes binding and conclusive on the parties pursuant to Section 2.10. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following If during any time during the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.Period, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is not employed by Buyer, upon written request of either Shareholder, Buyer shall provide to the Shareholders the most recent monthly financial statements of the A.V.

Earn-Out. (a) As additional consideration Over a period of five (5) years following the Closing, with such five (5) year period commencing January 1, 2006 (the “Earn-Out ConsiderationPeriod”), Purchaser will pay the Seller Representative on behalf of the Selling Shareholders and CAAM an earn-out (“Earn-Out”) of up to Seven Million Dollars ($7,000,000) based upon the formula set forth on Schedule 7.5 attached hereto. (b) The Earn-Out earned hereunder shall be paid annually to the Seller Representative by Purchaser on or before March 15 of the year following the year for which the Equity Interests Earn-Out is due, or, if later, within 5 Business Days of a final determination with regard to a disagreement under 7.5(c) below. On or before February 15 of each such year, Purchaser shall furnish to the Seller Representative a statement calculating the Earn-Out (“Earn-Out Statement”). (c) In the event that Seller Representative disagrees with such Earn-Out Statement, the Seller Representative shall notify Purchaser of such disagreement with reasonable details of the basis for such disagreement, within thirty (30) days after the Earn-Out Statement is delivered. In such event, such disagreement will first be referred to a senior executive officer of Purchaser and Transferred Assetsthe Seller Representative, who will endeavor in good faith to resolve any such disagreement within thirty (30) days after the commencement of such discussions. If and only if any disagreement remains unresolved after such thirty (30) day period, then the Earn-Out shall be determined by an Accounting Arbitrator. The Accounting Arbitrator shall have as terms of reference a written submission from Seller Representative and Purchaser within thirty (30) days after its appointment, and the Accounting Arbitrator shall determine within sixty (60) days after its appointment the amount of the Earn-Out and the resulting adjustment, if any, to the payment made by Purchaser in respect of such Earn-Out within the conditions reflecting the intention of the Parties contained in this Agreement. The decision of the Accounting Arbitrator shall set forth the amount of the Earn-Out to be paid to Purchaser or Seller Representative on behalf of Selling Shareholders and CAAM, as the case may be, and will be binding on the relevant Parties without any right of dispute or appeal. The fees and charges of the Accounting Arbitrator for purposes of this Section 7.5(c) shall be borne equally by Seller Representative (on behalf of the Selling Shareholders and CAAM), and Purchaser. It is understood that, in the event the determination of the Earn-Out shall be submitted to arbitration in accordance with this Section 7.5(c), neither Purchaser nor Seller Representative shall be estopped from taking a position with respect to the determination of Earn-Out that is different from that reflected in the Earn-Out Statement. (d) The Parties (other than CMR) shall be required to cooperate with the Accounting Arbitrator and its representatives in the furtherance of its mission and shall arrange for it and its representatives to have access to their premises, employees and records so as to carry out its task, on reasonable notice and during working hours. (e) Within two (2) Business Days following the determination of the Accounting Arbitrator under Section 7.5(c), (i) if the Earn-Out determined by the Accounting Arbitrator under Section 7.5(c) is less than the Earn-Out determined by Purchaser under Section 7.5(b), the Selling Shareholders and CAAM shall pay to Purchaser the difference between such amounts, and (ii) if the Earn-Out determined by the Accounting Arbitrator under Section 7.5(c) is more than the Earn-Out determined by Purchaser under Section 7.2(a), Purchaser shall pay to Seller Parent Representative (on behalf of Sellersthe Selling Shareholders and CAAM) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5difference between such amounts. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers The payments pursuant to this Section 2.5 exceed Five Million Dollars 7.5(e) shall be paid in immediately available funds. ($5,000,000.00f) in The Selling Shareholders and CAAM shall not have the aggregate (the “Maximum right to exercise their right to contest an Earn-Out Consideration Amount”)Statement under Section 7.5(c) more than once per any given calendar year, and the right to contest any such Earn-Out Statement under Section 7.5(c) shall expire if the Seller Representative fails to notify Purchaser of any such disagreement within thirty (30) days after such Earn-Out Statement is delivered to the Seller Representative. (bg) Following Notwithstanding the Closingforegoing in this Section 7.5, Purchaser shall, a Selling Shareholder’s and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with PurchaserCAAM’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object right to the Earn-Out Financial Statements for Fiscal Year 2016 may vest immediately upon the happening of certain events as described in such Selling Shareholder’s Employment Agreement, all in accordance with the terms and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures conditions set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied)Employment Agreement. (eh) If Seller Parent is entitled the Closing shall occur on any date after January 4, 2006, then the parties agree to payment of any Earn-Out Consideration pursuant to this Section 2.5treat the transactions as being closed on January 4, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery 2006 for purposes of the Earn-Out Financial Statements Out. In particular, the Parties shall calculate the EBITDA (as modified below) of CII, CFC and CAAM for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day the period or (ii) within five (5) Business Days of between January 4, 2006 and the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following date the Closing Datetakes place, and this amount shall be promptly paid to Purchaser by the Sellers and, if received by Purchaser, shall paybe credited to EBITDA for 2006 as calculated in Schedule 7.5 hereto. Sellers agree not to make any payments or receive any payments (e.g, or cause to be paid, to Seller Parent (cash checks) on behalf of all SellersCII, CFC or CAAM in 2006 on or prior to January 4, 2006. Solely for purposes of calculating EBITDA under this Section 7.5(h) and the amount to be paid to Purchaser, interest, taxes, depreciation and amortization shall not be taken into account. The Parties will cooperate in good faith to carry out the intent to close by wire transfer of immediately available funds January 4, 2006 or, if delayed, attempt to an account or accounts designated in writing by Seller Parenttreat the transaction as if it closed on January 4, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event2006.

Earn-Out. Seller shall be entitled to additional purchase consideration of up to Five Hundred Thousand Dollars ($500,000), if earned, as follows: (a) As additional consideration Not later than one hundred twenty (120) days after the “Earn-Out Consideration”) for end of the Equity Interests fiscal years of Buyer ended December 31, 2002 and Transferred Assets2003, Purchaser Buyer shall pay deliver to Seller Parent (on behalf of Sellers) an amountthe Representative a calculation, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in reasonable detail, of Buyer's Pre-Tax Profit (hereinafter defined) for each such fiscal year. Each such calculation is referred to as the foregoing clauses "PRE-TAX PROFIT CALCULATION." (ib) and The Representative shall be entitled to review each Pre-Tax Profit Calculation in order to confirm the information reflected therein. The Representative shall complete its review as promptly as possible, but in no event later than fifteen (ii15) are cumulative and not alternativedays following receipt of a Pre-Tax Profit Calculation. (c) If, within fifteen (15) days (or such shorter period) following receipt by the Representative of a Pre-Tax Profit Calculation, the Representative objects to any part thereof, the Representative shall notify Buyer in writing (the "OBJECTION NOTICE"), specifying in each case reasonable detail the nature of the objections. If the Representative does not deliver an Objection Notice within such 15-day period, such Pre-Tax Profit Calculation shall be deemed final and binding. If the Representative does timely deliver an Objection Notice, the Representative and Buyer shall promptly seek to agree upon any disputed matters. If full agreement is not reached within ten (10) business days following the date of the Objection Notice, the parties shall jointly designate a firm of independent certified public accountants having no past or current affiliation with the Representative, Seller, Buyer or any of their respective Affiliates to resolve any disputed matters in accordance with this Section 2.5and, if the parties cannot jointly agree on the designation of such firm within twenty (20) business days following the date of the Objection Notice, the parties shall jointly request the American Institute of Certified Public Accountants promptly to designate a firm of independent certified public accountants having no past or current affiliation with the Representative, Seller, Buyer or any of their respective Affiliates. For The firm so designated shall, within thirty (30) days thereafter, determine all unresolved issues between the avoidance Representative and Buyer in accordance with GAAP, as qualified by the definition of doubt"Pre-Tax Profit" set forth below, and certify in writing the resolution thereof to the Representative and Buyer. The costs and expenses of such firm shall be borne equally by the Shareholders, on the one hand, and Buyer, on the other hand. The Pre-Tax Profit Calculation, with such changes as are agreed upon between the Representative and Buyer or as so determined by the independent accounting firm appointed pursuant to the terms hereof, shall be deemed final and binding. All references in other sections of this Agreement to a Pre-Tax Profit Calculation shall mean such Pre-Tax Profit Calculation as shall have become final and binding in accordance with this Section. (d) The Earn-Out, if any, to be paid to Seller shall be determined as follows: (i) If the Pre-Tax Profit for each of the two fiscal years of Buyer ended December 31, 2002 and 2003 is less than zero, Company shall not be entitled to any Earn-Out. (ii) If the Pre-Tax Profit for Buyer's fiscal year ended December 31, 2002 is greater than zero, Buyer shall pay to the Representative, on behalf of Seller, no later than April 30, 2003, a cash payment equal to thirty-three percent (33%) of such Pre-Tax Profit. (iii) If the Pre-Tax Profit for Buyer's fiscal year ended December 31, 2003 is greater than zero, Buyer shall pay to the Representative, on behalf of Seller, no later than April 30, 2004, a cash payment equal to thirty-three percent (33%) of such Pre-Tax Profit. (iv) Notwithstanding the foregoing, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Hundred Thousand Dollars ($5,000,000.00500,000) in the aggregate (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied)aggregate. (e) If Seller Parent is entitled to payment For purposes of any Earn-Out Consideration pursuant to this Section 2.52.10, Purchaser with respect to any fiscal year of Buyer, "PRE-TAX PROFIT" shall pay to Seller Parent (on behalf of all Sellers) an amount mean Buyer's net income from operations before federal, state, local and foreign income taxes, determined in cash equal to accordance with GAAP, excluding the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration effect of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.items: