Common use of Earnout Amount Clause in Contracts

Earnout Amount. (a) As soon as reasonably practicable following the completion of the audit for the fiscal year ending December 31, 2005 for the Company and the Buyer by the Buyer’s independent accounting firm, but no later than April 15, 2006 (whichever such date being, the “Earnout Payment Date”), the Buyer shall deposit with the Sellers’ Representative the Earnout Amount, if any, determined in accordance with this Section 2.10. The Earnout Amount, if any, shall be paid sixty percent (60%) in cash and forty percent (40%) in newly issued shares of Buyer Stock (the “Earnout Shares”), the number of such Earnout Shares to be calculated based on the fair market value of Buyer Stock determined as follows: (i) if the Buyer is a privately-held entity as of the Earnout Payment Date and the Buyer has completed a private offering of equity or equity-linked securities of at least Five Million U.S. Dollars ($5,000,000) (a “Private Offering”) within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the per share price of the securities issued in the Private Offering; or (ii) if the Buyer is a privately-held entity as of the Earnout Payment Date but the Buyer has not consummated a Private Offering within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall be determined, as of the Earnout Payment Date, by an independent valuation firm selected jointly by Buyer and Sellers’ Representative, the cost of such firm to be shared equally by the Buyer and Sellers; or (iii) if the Buyer is a publicly-traded entity as of the Earnout Payment Date, the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the volume-weighted average closing sale price of Buyer Stock for the 30 consecutive trading days ending on the trading day immediately prior to the Earnout Payment Date. Promptly following receipt by the Sellers’ Representative of the Earnout Amount in accordance with the above, the Sellers’ Representative shall pay to each Seller such Seller’s Percentage of the Earnout Amount. (b) On the Earnout Payment Date, the Buyer shall prepare a written calculation of the Earnout Amount payable pursuant to this Agreement and shall deliver a copy of such calculation with reasonable back-up data and a statement showing the method of computing the Earnout Amount to the Sellers’ Representative. The Sellers’ Representative shall keep such calculations confidential in accordance with Section 6.05. (c) The Buyer’s calculation of the Earnout Amount shall be conclusive and binding on the Parties unless the Sellers’ Representative delivers to the Buyer, within fifteen (15) days after delivery of the documents referred to in Section 2.10(b) above, a notice declaring the Sellers’ objection to the Buyer’s calculation of the Earnout Amount (whether the disagreement relates to the arithmetic of the calculations or the items or amounts used in calculating the Earnout Amount) and setting forth the Sellers’ calculation of the Earnout Amount. Any such notice of disagreement shall specify in detail those items or amounts as to which such holders disagree. The Sellers’ Representative and the Buyer shall, during the fifteen (15) days following the delivery of the notice of disagreement by the Sellers’ Representative, use their good faith efforts to reach agreement on the disputed items or amounts in order to determine the Earnout Amount. (d) If the Sellers’ Representative and the Buyer are unable to reach agreement within such fifteen day period, they shall, promptly after the expiration of such fifteen (15) day period, retain an independent accounting firm of recognized national standing (the “Section 2.10 Accounting Firm”) and shall cause such Section 2.10 Accounting Firm promptly to review the disputed items or amounts for the purpose of calculating the Earnout Amount. If the Sellers’ Representative and the Buyer are unable to agree upon the choice of the Section 2.10 Accounting Firm, then the Section 2.10 Accounting Firm will be a “big-four” accounting firm selected by lot (after excluding one firm designated by the Buyer and one firm designated by the Sellers). The Section 2.10 Accounting Firm may be the same firm as the Section 2.05 Accounting Firm. In making the required calculations, the Section 2.10 Accounting Firm shall consider only those items or amounts in the Buyer’s calculation of the Earnout Amount as to which the Sellers’ Representative has disagreed in writing. The Section 2.10 Accounting Firm shall be supplied such information, books and records and access to such individuals as it may reasonably require. The Section 2.10 Accounting Firm shall deliver to the Sellers’ Representative and the Buyer as promptly as practicable, a report setting forth the Section 2.10 Accounting Firm’s calculation of the disputed Earnout Amount (the “Section 2.10

Earnout Amount. (a) As soon as reasonably practicable From and after the Effective Date and continuing through the Closing Date until the Earnout Closing, Seller shall, and shall have the right to, continue to use reasonable good faith efforts to negotiate and enter into, if prior to the Closing Date, or deliver to Buyer for execution, if on or following the completion Closing Date, Qualified Leases using the personnel and brokers presently used by Seller or such other competent brokers as Seller may select. Seller shall pay the installments of the audit for the fiscal year ending December 31, 2005 for the Company real estate brokers’ commissions and the Buyer by the Buyer’s independent accounting firm, but no later than April 15, 2006 (whichever such date being, the “Earnout Payment Date”), the Buyer shall deposit with the Sellers’ Representative the Earnout Amount, if any, determined in accordance with this Section 2.10. The Earnout Amount, if any, shall be paid sixty percent (60%) in cash and forty percent (40%) in newly issued shares of Buyer Stock (the “Earnout Shares”), the number of such Earnout Shares to be calculated based on the fair market value of Buyer Stock determined as follows: (i) if the Buyer is a privately-held entity as of the Earnout Payment Date and the Buyer has completed a private offering of equity or equity-linked securities of at least Five Million U.S. Dollars ($5,000,000) (a “Private Offering”) within ninety (90) days tenant improvement allowances due prior to the Earnout Payment Date, then Closing in connection with Qualified Leases and shall credit the fair market value amount of Buyer Stock any remaining obligations for purposes of calculating the number of Earnout Shares hereunder shall equal the per share price of the securities issued in the Private Offering; or (ii) if the Buyer is a privately-held entity as of the Earnout Payment Date but the Buyer has not consummated a Private Offering within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall be determined, as of the Earnout Payment Date, by an independent valuation firm selected jointly by Buyer commissions and Sellers’ Representative, the cost of such firm to be shared equally by the Buyer and Sellers; or (iii) if the Buyer is a publicly-traded entity as of the Earnout Payment Date, the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the volume-weighted average closing sale price of Buyer Stock for the 30 consecutive trading days ending on the trading day immediately prior to the Earnout Payment Date. Promptly following receipt by the Sellers’ Representative of allowances against the Earnout Amount in accordance with the above, the Sellers’ Representative shall pay to each Seller such Seller’s Percentage of at the Earnout AmountClosing. (b) On The Earnout Amount shall be Seven Million Seven, Hundred Forty Three Thousand, Two Hundred Dollars ($7,743,200) plus the aggregate of the amounts by which for any rentable square foot of space in the Improvements that is subject to a Qualified Lease entered into prior to the Earnout Payment DateClosing: (i)(A) the sum of the first twelve (12) months’ base rent payable under such Qualified Lease, commencing at the Buyer shall prepare a written end of any free rent or rent abatement period, divided by (B) sixty-five thousandths (0.065), exceeds Four Hundred Dollars ($400) per rentable square foot. An example of the calculation of the Earnout Amount payable pursuant to this Agreement and is set forth in EXHIBIT P. In no event shall deliver a copy of such calculation with reasonable back-up data and a statement showing the method of computing the Earnout Amount to the Sellers’ Representativeexceed Twelve Million, Eight Hundred Sixty Five Thousand, Six Hundred Twenty Five Dollars ($12,865,625). The Sellers’ Representative shall keep such calculations confidential in accordance with Section 6.05. (c) The Buyer’s calculation obligation of Buyer to pay the Earnout Amount shall be conclusive secured by a letter of credit (the “Letter of Credit”) in the amount of Seven Million, Seven Hundred Forty Three Thousand, Two Hundred Dollars ($7,743,200) in a form and binding on the Parties unless the Sellers’ Representative delivers issued by a bank reasonably acceptable to the Buyer, within fifteen (15) days after delivery of the documents referred Seller. If Buyer fails to in Section 2.10(b) above, a notice declaring the Sellers’ objection make payment to the Buyer’s calculation of the Earnout Amount (whether the disagreement relates to the arithmetic of the calculations or the items or amounts used in calculating Seller on the Earnout Amount) Closing and setting forth the Sellers’ calculation of the Earnout Amount. Any such notice of disagreement shall specify in detail those items or amounts as to which such holders disagree. The Sellers’ Representative and the Buyer shall, during the fifteen failure continues for ten (1510) days following the delivery of the notice of disagreement by the Sellers’ Representativefrom Seller to Buyer, use their good faith efforts to reach agreement on the disputed items or amounts in order to determine the Earnout Amount. (d) If the Sellers’ Representative and the Buyer are unable to reach agreement within such fifteen day period, they shall, promptly after the expiration of such fifteen (15) day period, retain an independent accounting firm of recognized national standing (the “Section 2.10 Accounting Firm”) and shall cause such Section 2.10 Accounting Firm promptly to review the disputed items or amounts for the purpose of calculating the Earnout Amount. If the Sellers’ Representative and the Buyer are unable to agree then Seller may draw upon the choice Letter of the Section 2.10 Accounting Firm, then the Section 2.10 Accounting Firm will be a “big-four” accounting firm selected by lot (after excluding one firm designated by the Buyer and one firm designated by the Sellers). The Section 2.10 Accounting Firm may be the same firm as the Section 2.05 Accounting Firm. In making the required calculations, the Section 2.10 Accounting Firm shall consider only those items or amounts in the Buyer’s calculation Credit for payment of the Earnout Amount as and upon receipt of such payment, Seller shall return the Letter of Credit, if there is any remaining amount then remains undrawn thereunder, to which the Sellers’ Representative has disagreed in writing. The Section 2.10 Accounting Firm shall be supplied such information, books and records and access to such individuals as it may reasonably require. The Section 2.10 Accounting Firm shall deliver to the Sellers’ Representative and the Buyer as promptly as practicable, a report setting forth the Section 2.10 Accounting Firm’s calculation of the disputed Earnout Amount (the “Section 2.10Buyer.

Earnout Amount. (a) As soon The Earnout Amount, if any, will be payable by Buyer to IHLLC in the form of Buyer’s Series A Stock or Buyer’s Common Stock, as reasonably practicable following described in Section 2.6(f), as follows: (i) The Earnout Amount shall be equal to the completion EBITDA during the period from the Closing Date through the first anniversary of the audit for the fiscal year ending December 31, 2005 for the Company and the Buyer by the Buyer’s independent accounting firm, but no later than April 15, 2006 Closing Date (whichever such date being, the “Earnout Payment DatePeriod”) multiplied by four point five (4.5), plus the Net Working Capital, less the amount of the Initial Payment; provided, however, that in no event will the Earnout Amount exceed Two Million Dollars ($2,000,000); (b) For purposes of calculating the Earnout Amount, the following shall apply: (i) The Buyer shall cause a firm of certified public accountants to prepare unaudited financial statements for TDI for the Earnout Period (the “Earnout Audit”). The Earnout Audit shall be conducted in accordance with GAAP and any applicable standards of the SEC. (ii) EBITDA for purposes of calculation of the Earnout Amount the parties: (1) shall specifically exclude any types of costs charged to TDI by the Buyer that are not consistent with the historical costs for the Acquired Business set forth in the Forecasts and any costs charged to TDI associated with the revenues described in subsection (2) below; provided that in the event TDI incurs any types of costs for services, including shared services, or other expenses that (A) were previously provided or paid by Pardos or one of his affiliates and (B) are not included in the Forecasts, any such costs shall be included; and (2) shall specifically exclude any revenues materially derived from client opportunities that are brought directly to TDI by the Buyer or any current or future affiliate or subsidiary of Buyer (other than TDI), with said client opportunities periodically identified in writing by Buyer to IHLLC during the Earnout Period. (iii) The Earnout Payment, if any, due pursuant to Section 2.6 of this Agreement shall be reduced by the amount of any external working capital investment reasonably required to support TDI during the Earnout Period, except for any amounts of working capital approved by the Board of Directors of TDI to acquire fixed or capital assets which have a multi-year useful life. (c) The Buyer shall provide the Earnout Audit to IHLLC and Pardos within 60 days after the conclusion of the Earnout Period. If Pardos (on behalf of himself and IHLLC) does not object to the Earnout Amount calculation in accordance with Section 2.6(d), the Buyer shall deposit pay the Earnout Amount to IHLLC within 60 days after the Buyer’s receipt of the Earnout Audit. (d) If Pardos (on behalf of himself and IHLLC) claims that the Earnout Amount has not been prepared in accordance with the Sellers’ Representative requirements of this Section 2.6, he will deliver to Buyer a written statement describing with reasonable detail the basis for any such claim within 30 days after receipt of the Earnout Audit (“Objection Notice”). Buyer, IHLLC and Pardos will use reasonable efforts to resolve any such claims themselves. If they do not obtain a final resolution within 30 days after the date Pardos provides the Objection Notice, the Buyer and Pardos (on behalf of himself and IHLLC) will jointly engage and equally share the expense of a nationally recognized accounting firm or a regional accounting firm acceptable to Buyer, IHLLC and Pardos to resolve any remaining such claims (the “Arbitrating Accountant”). Within 30 days after the date of appointment of the Arbitrating Accountant, ▇▇▇▇▇ and Pardos (on behalf of himself and IHLLC) shall indicate in writing their position on each disputed matter. The Arbitrating Accountant shall make a written determination on each disputed matter no later than 30 days after submission of written submissions from ▇▇▇▇▇ and Pardos (on behalf of himself and IHLLC), and such determination will be conclusive and binding upon such parties with respect to that disputed matter. The Buyer will pay to IHLLC the Earnout Amount, if any, as finally determined in accordance with this Section 2.10by the Arbitrating Accountant. The Earnout Amount, if any, Arbitrating Accountant shall allocate their fees equally to each disputed matter and shall be paid sixty percent (60%) in cash and forty percent (40%) in newly issued shares of Buyer Stock (instructed to order the “Earnout Shares”)non-prevailing party on each disputed matter to reimburse the prevailing party, provided that the number of such Earnout Shares to be calculated based on the fair market value of Buyer Stock determined as follows: (i) if the Buyer is a privately-held entity as amount of the Earnout Payment Date and final determination varies from the Buyer has completed a private offering of equity or equity-linked securities of at least disputed amount by Five Million U.S. Thousand Dollars ($5,000,0005,000) or more. (a “Private Offering”e) within ninety (90) days prior Buyer’s obligation to pay or satisfy the Earnout Payment Date, then Amount shall not be affected by the fair market value failure of Buyer Stock for purposes TFG to perform the essential consulting services assigned to it under the Consulting Agreement on account of calculating the number death or total disability of Pardos. (f) The Earnout Shares hereunder shall equal the per share price of the securities issued in the Private Offering; or (ii) if the Buyer is a privately-held entity as of the Earnout Payment Date but the Buyer has not consummated a Private Offering within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder Amount shall be determined, allocated among Buyer’s Series A Stock and Buyer’s Common Stock in such a manner as of to cause the Earnout Payment Date, by an independent valuation firm selected jointly by Buyer and Sellers’ Representative, the cost of such firm Buyer’s Series A Stock issued to be shared equally by the Buyer and Sellers; or (iii) if the Buyer is a publicly-traded entity as of the Earnout Payment Date, the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the volume-weighted average closing sale price of Buyer Stock for the 30 consecutive trading days ending IHLLC on the trading day immediately prior to the Earnout Payment Date. Promptly following receipt by the Sellers’ Representative account of the Earnout Amount to represent ten percent (10%) of the total Purchase Price for the Purchased Stock (including the Initial Payment and the Earn-out Amount). The balance of the Purchase Price payable for the Purchased Stock in accordance with the aboveexcess of ten percent (10%) of such total Purchase Price shall be paid by issuance to IHLLC of Buyer’s Common Stock as described in Section 2.6(b). For purposes of clarification, the Sellers’ Representative ratio of the Buyer's Common Stock and Series A Preferred Stock paid out as part of the Initial Payment shall pay to each Seller such Seller’s Percentage remain the same regardless of the Earnout Amount. (b) On the Earnout Payment Date, the Buyer shall prepare a written calculation of the Earnout Amount payable pursuant to this Agreement and shall deliver a copy of such calculation with reasonable back-up data and a statement showing the method of computing the Earnout Amount to the Sellers’ Representative. The Sellers’ Representative shall keep such calculations confidential in accordance with Section 6.05. (c) The Buyer’s calculation of the Earnout Amount shall be conclusive and binding on the Parties unless the Sellers’ Representative delivers to the Buyer, within fifteen (15) days after delivery of the documents referred to in Section 2.10(b) above, a notice declaring the Sellers’ objection to the Buyer’s calculation of the Earnout Amount (whether the disagreement relates to the arithmetic of the calculations or the items or amounts used in calculating the Earnout Amount) and setting forth the Sellers’ calculation of the Earnout Amount. Any such notice of disagreement shall specify in detail those items or amounts as to which such holders disagree. The Sellers’ Representative and the Buyer shall, during the fifteen (15) days following the delivery of the notice of disagreement by the Sellers’ Representative, use their good faith efforts to reach agreement on the disputed items or amounts in order to determine the Earnout Amount. (d) If the Sellers’ Representative and the Buyer are unable to reach agreement within such fifteen day period, they shall, promptly after the expiration of such fifteen (15) day period, retain an independent accounting firm of recognized national standing (the “Section 2.10 Accounting Firm”) and shall cause such Section 2.10 Accounting Firm promptly to review the disputed items or amounts for the purpose of calculating the Earnout Amount. If the Sellers’ Representative and the Buyer are unable to agree upon the choice of the Section 2.10 Accounting Firm, then the Section 2.10 Accounting Firm will be a “big-four” accounting firm selected by lot (after excluding one firm designated by the Buyer and one firm designated by the Sellers). The Section 2.10 Accounting Firm may be the same firm as the Section 2.05 Accounting Firm. In making the required calculations, the Section 2.10 Accounting Firm shall consider only those items or amounts in the Buyer’s calculation of the Earnout Amount as to which the Sellers’ Representative has disagreed in writing. The Section 2.10 Accounting Firm shall be supplied such information, books and records and access to such individuals as it may reasonably require. The Section 2.10 Accounting Firm shall deliver to the Sellers’ Representative and the Buyer as promptly as practicable, a report setting forth the Section 2.10 Accounting Firm’s calculation of the disputed Earnout Amount (the “Section 2.10

Earnout Amount. (a) As soon as reasonably practicable following The Buyer shall pay Seller the completion Earnout Amount no later than March 30, 2023. (b) No later than March 1, 2022, Buyer shall prepare and deliver a statement (the “2021 Net Revenue Statement”) consisting of the audit for the fiscal year ending December 31, 2005 for the Company and the Buyer by the Buyer’s independent accounting firmgood faith calculation in reasonable detail of the 2021 Net Revenue, but no providing Seller, for the purposes of evaluating the 2021 Net Revenue Statement, reasonable access (A) to the appropriate books and records of Buyer, including working papers, supporting schedules, calculations and other documentation used in the preparation of the 2021 Net Revenue Statement and (B) to Buyer’s officers, employees, agents and representatives as may be reasonably required in connection with the review or analysis of the 2021 Net Revenue Statement. The 2021 Net Revenue Statement shall be final and binding upon the Parties, and deemed accepted by Seller, unless within thirty (30) days after Seller’s receipt thereof, Seller provides Buyer with a written Objection Notice. The Objection Notice shall specify in reasonable detail each item on the 2021 Net Revenue Statement that Seller disputes and the nature of any objection so asserted. Seller shall be deemed to have agreed with all amounts and items contained in the 2021 Net Revenue Statement to the extent such amounts and items are not raised in the Objection Notice. If Seller properly delivers an Objection Notice, any dispute raised therein shall be resolved between the Parties in accordance with Section 1.11. (c) No later than April 15March 1, 2006 2023, Buyer shall prepare and deliver a statement (whichever such date being, the “Earnout Payment Date2022 Net Revenue Statement”)) consisting of the Buyer’s good faith calculation in reasonable detail of the 2022 Net Revenue, providing Seller, for the Buyer shall deposit purposes of evaluating the 2022 Net Revenue Statement, reasonable access (A) to the appropriate books and records of Buyer, including working papers, supporting schedules, calculations and other documentation used in the preparation of the 2022 Net Revenue Statement and (B) to Buyer’s officers, employees, agents and representatives as may be reasonably required in connection with the Sellers’ Representative review or analysis of the 2022 Net Revenue Statement. The 2022 Net Revenue Statement shall be final and binding upon the Parties, and deemed accepted by Seller, unless within thirty (30) days after Seller’s receipt thereof, Seller provides Buyer with a written Objection Notice. The Objection Notice shall specify in reasonable detail each item on the 2022 Net Revenue Statement that Seller disputes and the nature of any objection so asserted. Seller shall be deemed to have agreed with all amounts and items contained in the 2022 Net Revenue Statement to the extent such amounts and items are not raised in the Objection Notice. If Seller properly delivers an Objection Notice, any dispute raised therein shall be resolved between the Parties in accordance with Section 1.11. (d) Any Earnout Amount, if anythat may be paid pursuant to Section 1.6 of this Agreement, determined will be paid by the Buyer within five (5) Business Days following the final determination thereof in accordance with this Section 2.10. The 1.12 (and Seller agrees to this payment arrangement) as follows: (A) 25% to M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇/Jabalah LLC; (B) 25% to D▇▇▇ ▇▇▇▇▇▇/PMSB Holdings LLC; (C) 25% to B▇▇▇▇ ▇▇▇▇▇/E▇▇▇▇▇▇ Holdings LLC and (D) 25% to K▇▇▇▇ ▇▇▇▇▇▇. (e) Seller and each Owner acknowledge and agree that (i) the contingent right to receive any Earnout Amount shall not be represented by any form of certificate or other instrument, is not guaranteed or secured in any fashion (other than as expressly stated herein), is not transferable and does not constitute an equity or ownership interest in Buyer or any Affiliate, (ii) neither Seller nor any Owner shall have any rights as a securityholder of Buyer or any Affiliate as a result of the contingent right to receive the Earnout Amount, if any, shall be paid sixty percent (60%iii) in cash and forty percent (40%) in newly issued shares of Buyer Stock (the “Earnout Shares”), the number of such Earnout Shares to be calculated based on the fair market value of Buyer Stock determined as follows: (i) if the Buyer no interest is a privately-held entity as of the Earnout Payment Date and the Buyer has completed a private offering of equity or equity-linked securities of at least Five Million U.S. Dollars ($5,000,000) (a “Private Offering”) within ninety (90) days prior payable with respect to the Earnout Payment DateAmount and (iv) Buyer has made no assurance, then warranty or representation, express or implied, as to the fair market value achievement of any Earnout Amount. Notwithstanding anything to the contrary, nothing set forth in this Agreement shall prevent Buyer or any of its Affiliates from (x) operating their businesses in their sole discretion and in the best interests of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the per share price of the securities issued in the Private Offering; and its Affiliates and their respective shareholders, or (iiy) if conducting their businesses in accordance with their sole business judgment and, in connection therewith, making any decision that they determine to be reasonable; provided, however, that the parties acknowledge and agree that, so long as they remain employed by Buyer is a privately-held entity as of or its Affiliates, the Earnout Payment Date but the Buyer has not consummated a Private Offering within ninety (90) days prior Key Employees shall have reasonable authority with respect to the Earnout Payment Date, then day-to-day operations to operate the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall be determined, as of the Earnout Payment Date, by an independent valuation firm selected jointly by Buyer and Sellers’ Representative, the cost of such firm to be shared equally by the Buyer and Sellers; or (iii) if the Buyer is a publicly-traded entity as of the Earnout Payment Date, the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the volume-weighted average closing sale price of Buyer Stock for the 30 consecutive trading days ending on the trading day immediately prior to the Earnout Payment Date. Promptly following receipt by the Sellers’ Representative of the Earnout Amount Business at least in accordance with the abovecourse of conduct and operations of the Business as of the Closing Date through December 31, 2022. Notwithstanding the foregoing or anything to the contrary contained herein, neither Buyer nor Parent shall take any action, or refrain from taking any action, the Sellers’ Representative shall pay sole purpose of which is to each Seller such Seller’s Percentage materially reduce the Earnout Amount or avoid or materially delay payment of the Earnout Amount. (bf) On Neither Buyer nor Parent shall (i) sell, exclusively license or otherwise dispose of all or substantially all of the Earnout Payment Dateassets of Parent or Buyer (including, for the avoidance of doubt, all or any material portion of the Assets) or (ii) undertake a merger, consolidation, recapitalization, sale of equity or other transaction in which any third party that is not wholly owned directly or indirectly by Parent becomes the beneficial owner, directly or indirectly, of 50% or more of the combined voting power of all interests in Parent or Buyer shall prepare (clause (i) or (ii), a written calculation “Sale Event”) prior to the full satisfaction of Buyer’s and Parent’s obligations under this Section 1.12 unless the buyer in such Sale Event agrees to (x) perform the obligations of Buyer or Parent, as applicable, pursuant to this Section 1.12 in the same manner and to the same extent Buyer or Parent would have been required to perform such obligations if such Sale Event had not occurred, (y) continue to operate the Business, at least in accordance with the course of conduct and operational capacity of the Business as of the Closing Date and (z) not take any action, or refrain from taking any action, that would reasonably be expected to materially reduce the Earnout Amount payable pursuant to this Agreement and shall deliver a copy of such calculation with reasonable back-up data and a statement showing the method of computing the Earnout Amount to the Sellers’ Representative. The Sellers’ Representative shall keep such calculations confidential in accordance with Section 6.05. (c) The Buyer’s calculation of the Earnout Amount shall be conclusive and binding on the Parties unless the Sellers’ Representative delivers to the Buyer, within fifteen (15) days after delivery of the documents referred to in Section 2.10(b) above, a notice declaring the Sellers’ objection to the Buyer’s calculation of the Earnout Amount (whether the disagreement relates to the arithmetic of the calculations or the items avoid or amounts used in calculating the Earnout Amount) and setting forth the Sellers’ calculation materially delay payment of the Earnout Amount. Any such notice of disagreement shall specify in detail those items or amounts as to which such holders disagree. The Sellers’ Representative and the Buyer shall, during the fifteen (15) days following the delivery of the notice of disagreement by the Sellers’ Representative, use their good faith efforts to reach agreement on the disputed items or amounts in order to determine the Earnout Amount. (d) If the Sellers’ Representative and the Buyer are unable to reach agreement within such fifteen day period, they shall, promptly after the expiration of such fifteen (15) day period, retain an independent accounting firm of recognized national standing (the “Section 2.10 Accounting Firm”) and shall cause such Section 2.10 Accounting Firm promptly to review the disputed items or amounts for the purpose of calculating the Earnout Amount. If the Sellers’ Representative and the Buyer are unable to agree upon the choice of the Section 2.10 Accounting Firm, then the Section 2.10 Accounting Firm will be a “big-four” accounting firm selected by lot (after excluding one firm designated by the Buyer and one firm designated by the Sellers). The Section 2.10 Accounting Firm may be the same firm as the Section 2.05 Accounting Firm. In making the required calculations, the Section 2.10 Accounting Firm shall consider only those items or amounts in the Buyer’s calculation of the Earnout Amount as to which the Sellers’ Representative has disagreed in writing. The Section 2.10 Accounting Firm shall be supplied such information, books and records and access to such individuals as it may reasonably require. The Section 2.10 Accounting Firm shall deliver to the Sellers’ Representative and the Buyer as promptly as practicable, a report setting forth the Section 2.10 Accounting Firm’s calculation of the disputed Earnout Amount (the “Section 2.10

Earnout Amount. (a) As soon as reasonably practicable following The Earnout Amount, if any, will be payable by Buyer to Sellers (or to the completion designee of either Seller), at the election of the audit for Sellers, in the fiscal year ending December 31form of cash or Buyer Common Stock, 2005 for or any combination thereof, as follows: (i) The Earnout Amount shall be equal to the Company and EBITDA during the Buyer by period from the Buyer’s independent accounting firm, but no later than April 15, 2006 Closing Date through the first anniversary of the Closing Date (whichever such date being, the “Earnout Payment DatePeriod”) multiplied by four, less the amount of the Initial Payment; provided, however, that in no event will the Earnout Amount exceed Three Million Dollars ($3,000,000); (b) For purposes of calculating the Earnout Amount, the following shall apply: (i) The Buyer shall cause a firm of certified public accountants to prepare unaudited financial statements for the Group Companies for the Earnout Period (the “Earnout Audit”). The Earnout Audit shall be conducted in accordance with GAAP and any applicable standards of the SEC. The Earnout Audit shall include a calculation of the Earnout Amount that is consistent with the terms of this Agreement. (ii) EBITDA for purposes of calculation of the Earnout Amount the parties: (1) shall specifically exclude any types of costs charged to either Group Company by the Buyer that are not consistent with the historical costs for the Acquired Business set forth in the Forecasts and any costs charged to either Group Company associated with the revenues described in subsection (2) below; provided that, in the event either Group Company incurs any types of costs for services, including shared services, or other expenses that (A) were previously provided or paid by Lighthouse Venture Management or one of its affiliates and (B) are not included in the Forecasts, any such costs shall be included; and (2) shall specifically exclude any revenues derived from client opportunities that are brought directly to either Group Company by the Buyer or any current or future affiliate or subsidiary of Buyer (other than either Group Company), with said client opportunities periodically identified in writing by Buyer to the Group Companies during the Earnout Period. (iii) The Earnout Payment, if any, due pursuant to Section 2.6 of this Agreement shall be reduced by the amount of any external working capital investment required to support the Group Companies during the Earnout Period, except for any amounts of working capital approved by the Board of Directors of each Group Company to acquire fixed or capital assets which have a multi-year useful life. (c) The Buyer shall provide the Earnout Audit to the Sellers within 60 days after the conclusion of the Earnout Period. If the Sellers do not object to the Earnout Amount calculation in accordance with Section 2.6(d), the Buyer shall deposit pay the Earnout Amount to the Sellers within 60 days after the Buyer’s receipt of the Earnout Audit. (d) If either Seller claims that the Earnout Amount has not been prepared in accordance with the requirements of this Section 2.6, it will deliver to Buyer a written statement describing with reasonable detail the basis for any such claim within 30 days after receipt of the Earnout Audit (“Objection Notice”). Buyer and the Sellers will use reasonable efforts to resolve any such claims themselves. If they do not obtain a final resolution within 30 days after the date the Seller provides the Objection Notice, the Buyer and Sellers will jointly engage and equally share the expense of a nationally recognized accounting firm or a regional accounting firm acceptable to Buyer and the Sellers to resolve any remaining such claims (the “Arbitrating Accountant”). Within 30 days after the date of appointment of the Arbitrating Accountant, Buyer and each Seller shall indicate in writing its position on each disputed matter. The Arbitrating Accountant shall make a written determination on each disputed matter no later than 30 days after submission of written submissions from Buyer and the Sellers’ Representative , and such determination will be conclusive and binding upon Buyer and the Sellers with respect to that disputed matter. The Buyer will pay to the Sellers the Earnout Amount, if any, as finally determined in accordance with this Section 2.10by the Arbitrating Accountant. The Earnout Amount, if any, Arbitrating Accountant shall allocate their fees equally to each disputed matter and shall be paid sixty percent (60%) in cash and forty percent (40%) in newly issued shares of Buyer Stock (instructed to order the “Earnout Shares”)non-prevailing party on each disputed matter to reimburse the prevailing party, provided that the number of such Earnout Shares to be calculated based on the fair market value of Buyer Stock determined as follows: (i) if the Buyer is a privately-held entity as amount of the Earnout Payment Date and final determination varies from the Buyer has completed a private offering of equity or equity-linked securities of at least disputed amount by Five Million U.S. Thousand Dollars ($5,000,0005,000) (a “Private Offering”) within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the per share price of the securities issued in the Private Offering; or (ii) if the Buyer is a privately-held entity as of the Earnout Payment Date but the Buyer has not consummated a Private Offering within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall be determined, as of the Earnout Payment Date, by an independent valuation firm selected jointly by Buyer and Sellers’ Representative, the cost of such firm to be shared equally by the Buyer and Sellers; or (iii) if the Buyer is a publicly-traded entity as of the Earnout Payment Date, the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the volume-weighted average closing sale price of Buyer Stock for the 30 consecutive trading days ending on the trading day immediately prior to the Earnout Payment Date. Promptly following receipt by the Sellers’ Representative of the Earnout Amount in accordance with the above, the Sellers’ Representative shall pay to each Seller such Seller’s Percentage of the Earnout Amountmore. (be) On Buyer’s obligation to pay or satisfy the Earnout Payment Date, the Buyer amount shall prepare a written calculation of not be affected by Crew’s total disability or death during the Earnout Amount payable pursuant to Period. For this Agreement and shall deliver a copy of such calculation with reasonable back-up data and a statement showing the method of computing the Earnout Amount to the Sellers’ Representative. The Sellers’ Representative shall keep such calculations confidential in accordance with Section 6.05. (c) The Buyer’s calculation of the Earnout Amount purpose, “total disability” shall be conclusive and binding on the Parties unless the Sellers’ Representative delivers considered to the Buyer, within fifteen (15) days after delivery of the documents referred to in Section 2.10(b) above, a notice declaring the Sellers’ objection to the Buyer’s calculation of the Earnout Amount (whether the disagreement relates to the arithmetic of the calculations or the items or amounts used in calculating the Earnout Amount) and setting forth the Sellers’ calculation of the Earnout Amount. Any such notice of disagreement shall specify in detail those items or amounts as to which such holders disagree. The Sellers’ Representative and the Buyer shall, during the fifteen (15) days following the delivery of the notice of disagreement by the Sellers’ Representative, use their good faith efforts to reach agreement on the disputed items or amounts in order to determine the Earnout Amount. (d) If the Sellers’ Representative and the Buyer are unable to reach agreement within such fifteen day period, they shall, promptly after the expiration of such fifteen (15) day period, retain an independent accounting firm of recognized national standing (the “Section 2.10 Accounting Firm”) and shall cause such Section 2.10 Accounting Firm promptly to review the disputed items or amounts for the purpose of calculating the Earnout Amount. If the Sellers’ Representative and the Buyer are unable to agree upon the choice of the Section 2.10 Accounting Firm, then the Section 2.10 Accounting Firm will be a “big-four” accounting firm selected disability which prevents Crew from performing the essential duties assigned to her by lot (after excluding one firm designated by Lighthouse Venture Management under the Buyer and one firm designated by the Sellers). The Section 2.10 Accounting Firm may be the same firm as the Section 2.05 Accounting Firm. In making the required calculations, the Section 2.10 Accounting Firm shall consider only those items or amounts in the Buyer’s calculation of the Earnout Amount as to which the Sellers’ Representative has disagreed in writing. The Section 2.10 Accounting Firm shall be supplied such information, books and records and access to such individuals as it may reasonably require. The Section 2.10 Accounting Firm shall deliver to the Sellers’ Representative and the Buyer as promptly as practicable, a report setting forth the Section 2.10 Accounting Firm’s calculation of the disputed Earnout Amount (the “Section 2.10Consulting Agreement.

Earnout Amount. (a) As soon as reasonably practicable following the completion due date for Parent’s filing of its Annual Report on Form 10-K with the audit SEC for the fiscal year ending December 31, 2005 for the Company and the Buyer by the Buyer’s independent accounting firm, 2013 but no later than April ten (10) Business Days after the due date of such filing, Parent shall provide the Representative its calculation of the 2013 Earnout Amount, including the Lower Extremity Sales for fiscal year 2013 and information and data reflecting and demonstrating such sales; provided, that if the Company is no longer required to file such reports, the due date for such calculation shall be March 15 of the applicable year. (b) As soon as reasonably practicable following the due date for Parent’s filing of its Quarterly Report on Form 10-Q with the SEC for each of Parent’s fiscal quarters during fiscal year 2014 (or Annual Report on Form 10-K with the SEC for the last fiscal quarter during fiscal 2014) but no later than ten (10) Business Days after the due date of such filing, Parent shall provide the Representative its calculation of the 2014 Earnout Amount for such fiscal quarter, including the Lower Extremity Sales for each such fiscal quarter and information and data reflecting and demonstrating such sales; provided, that if the Company is no longer required to file such reports, the due date for such calculation shall be within 45 days of the close of the applicable fiscal quarter, except that the due date will be March 15, 2006 2015 with respect to the last fiscal quarter. Parent shall have no obligation to deliver such statements after it has paid the Holders an aggregate amount equal to $20,000,000 pursuant to this Section 1.10. (whichever c) On or before the fifth (5th) Business Day following the date on which the Representative accepts Parent’s calculation of the 2013 Earnout Amount (either by delivering written notice of acceptance to Parent or deemed acceptance under Section 1.10(e)) or the 2013 Earnout Amount is finally determined under Section 1.10(e), Parent shall, subject to Parent’s set-off rights expressly set forth in Article 8, pay each Holder an amount (if any), in immediately available funds, equal to (i) the 2013 Earnout Amount, multiplied by (ii) such Holder’s Proportionate Share. (d) On or before the fifth (5th) Business Day following the date beingon which the Representative accepts Parent’s calculation of a 2014 Earnout Amount (either by delivering written notice of acceptance to Parent or deemed acceptance under Section 1.10(e)) or a 2014 Earnout Amount is finally determined under Section 1.10(e) for a particular quarter, Parent shall, subject to Parent’s set-off rights expressly set forth in Article 8, pay each Holder an amount (if any), in immediately available funds, equal to (i) the 2014 Earnout Amount for such quarter, multiplied by (ii) such Holder’s Proportionate Share. (e) Parent shall, and shall cause the Surviving Corporation to, provide Representative and its representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data and employees of the Surviving Corporation to the extent reasonably necessary to verify the 2013 Earnout Amount and the 2014 Earnout Amount for such fiscal quarter. If the Representative has any objections to the statements described in Sections 1.10(a) and 1.10(b) (each, an “Earnout Payment DateStatement”), the Buyer Representative shall deposit deliver to Parent a statement setting forth, in reasonable detail, its objections thereto (each, an “Earnout Objection Statement”). If an Earnout Objection Statement is not delivered to Parent within 30 days after delivery of an Earnout Statement, such Earnout Statement as prepared by Parent shall be deemed irrevocably accepted by the Representative on behalf of the Holders and be final, binding and non-appealable by the parties and the Holders. The Representative and Parent shall negotiate in good faith to resolve the objections raised in any Earnout Objection Statement, but if they do not reach a final resolution within 30 days after the delivery of an Earnout Objection Statement to Parent, any unresolved disputes shall be submitted to an independent national accounting firm mutually selected by Parent and the Representative (the “Earnout Accounting Firm”). In the event any such dispute is submitted to the Earnout Accounting Firm, each party shall be permitted to submit a statement setting forth its calculation of the applicable earnout amounts, together with such supporting documentation as it deems appropriate, to the Accounting Firm. The Representative and Parent shall use their respective commercially reasonable efforts to cause the Earnout Accounting Firm to resolve such dispute as soon as practicable, but in any event within 30 days after the date on which the Earnout Accounting Firm receives the applicable statements prepared by the Representative and Parent. The calculation of the 2013 Earnout Amount or the 2014 Earnout Amount for a particular quarter as finally determined by the Earnout Accounting Firm (which such determination shall be made in a manner consistent with the Sellers’ Representative terms of this Agreement and shall not, for either earnout, be less than the amount set forth in the applicable Earnout Statement nor exceed the amount set forth in the applicable Earnout Objection Statement) shall be final, binding and non-appealable among the parties. Each party shall bear its own costs and expenses in connection with the resolution of such dispute by the Earnout Amount, if any, determined in accordance with this Section 2.10Accounting Firm. The All costs and expenses of the Earnout AmountAccounting Firm, if any, shall be paid sixty percent (60%) in cash and forty percent (40%) in newly issued shares by the party whose calculation of Buyer Stock (the “Earnout Shares”), applicable earnout amount is farthest from the number of such Earnout Shares to be calculated based on the fair market value of Buyer Stock determined as follows: (i) if the Buyer is a privately-held entity as final determination of the Earnout Payment Date and the Buyer has completed a private offering of equity or equity-linked securities of at least Five Million U.S. Dollars ($5,000,000) (a “Private Offering”) within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the per share price of the securities issued in the Private Offering; or (ii) if the Buyer is a privately-held entity as of the Earnout Payment Date but the Buyer has not consummated a Private Offering within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall be determined, as of the Earnout Payment Date, by an independent valuation firm selected jointly by Buyer and Sellers’ Representative, the cost of such firm to be shared equally by the Buyer and Sellers; or (iii) if the Buyer is a publicly-traded entity as of the Earnout Payment Date, the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the volume-weighted average closing sale price of Buyer Stock for the 30 consecutive trading days ending on the trading day immediately prior to the Earnout Payment Date. Promptly following receipt by the Sellers’ Representative of the Earnout Amount in accordance with the above, the Sellers’ Representative shall pay to each Seller such Seller’s Percentage of the Earnout AmountAccounting Firm. (bf) On All payments required pursuant to Section 1.10(c) or Section 1.10(d), shall be deemed to be adjustments for Tax purposes to the Earnout Payment Date, the Buyer shall prepare a written calculation of the Earnout Amount payable aggregate purchase price paid by Parent pursuant to this Agreement and shall deliver (in the case of Parent, in respect of the shares in the Surviving Corporation held by Parent as a copy result of such calculation with reasonable back-up data and a statement showing the method of computing the Earnout Amount to the Sellers’ Representative. The Sellers’ Representative shall keep such calculations confidential in accordance with Section 6.05Merger), unless otherwise required by applicable Law. (cg) The Buyer’s calculation Parent and the Surviving Corporation shall, and Parent shall cause its Subsidiaries to, refrain from taking any action the sole purpose of which is to reduce the amount of the 2013 Earnout Amount shall be conclusive and binding on the Parties unless the Sellers’ Representative delivers to the Buyer, within fifteen (15) days after delivery of the documents referred to in Section 2.10(b) above, a notice declaring the Sellers’ objection to the Buyer’s calculation of the Earnout Amount (whether the disagreement relates to the arithmetic of the calculations or the items or amounts used in calculating the 2014 Earnout Amount) and setting forth the Sellers’ calculation of the Earnout Amount. Any such notice of disagreement shall specify in detail those items or amounts as to which such holders disagree. The Sellers’ Representative and the Buyer shall, during the fifteen (15) days following the delivery of the notice of disagreement by the Sellers’ Representative, use their good faith efforts to reach agreement on the disputed items or amounts in order to determine the Earnout AmountAmounts. (d) If the Sellers’ Representative and the Buyer are unable to reach agreement within such fifteen day period, they shall, promptly after the expiration of such fifteen (15) day period, retain an independent accounting firm of recognized national standing (the “Section 2.10 Accounting Firm”) and shall cause such Section 2.10 Accounting Firm promptly to review the disputed items or amounts for the purpose of calculating the Earnout Amount. If the Sellers’ Representative and the Buyer are unable to agree upon the choice of the Section 2.10 Accounting Firm, then the Section 2.10 Accounting Firm will be a “big-four” accounting firm selected by lot (after excluding one firm designated by the Buyer and one firm designated by the Sellers). The Section 2.10 Accounting Firm may be the same firm as the Section 2.05 Accounting Firm. In making the required calculations, the Section 2.10 Accounting Firm shall consider only those items or amounts in the Buyer’s calculation of the Earnout Amount as to which the Sellers’ Representative has disagreed in writing. The Section 2.10 Accounting Firm shall be supplied such information, books and records and access to such individuals as it may reasonably require. The Section 2.10 Accounting Firm shall deliver to the Sellers’ Representative and the Buyer as promptly as practicable, a report setting forth the Section 2.10 Accounting Firm’s calculation of the disputed Earnout Amount (the “Section 2.10

Earnout Amount. (a) As soon as reasonably practicable From and after the Effective Date and continuing through the Closing Date until the Earnout Closing, Seller shall, and shall have the right to, continue to use reasonable good faith efforts to negotiate and enter into, if prior to the Closing Date, or deliver to Buyer for execution, if on or following the completion Closing Date, Qualified Leases using the personnel and brokers presently used by Seller or such other competent brokers as Seller may select. Seller shall pay the installments of the audit for the fiscal year ending December 31, 2005 for the Company real estate brokers’ commissions and the Buyer by the Buyer’s independent accounting firm, but no later than April 15, 2006 (whichever such date being, the “Earnout Payment Date”), the Buyer shall deposit with the Sellers’ Representative the Earnout Amount, if any, determined in accordance with this Section 2.10. The Earnout Amount, if any, shall be paid sixty percent (60%) in cash and forty percent (40%) in newly issued shares of Buyer Stock (the “Earnout Shares”), the number of such Earnout Shares to be calculated based on the fair market value of Buyer Stock determined as follows: (i) if the Buyer is a privately-held entity as of the Earnout Payment Date and the Buyer has completed a private offering of equity or equity-linked securities of at least Five Million U.S. Dollars ($5,000,000) (a “Private Offering”) within ninety (90) days tenant improvement allowances due prior to the Earnout Payment Date, then Closing in connection with Qualified Leases and shall credit the fair market value amount of Buyer Stock any remaining obligations for purposes of calculating the number of Earnout Shares hereunder shall equal the per share price of the securities issued in the Private Offering; or (ii) if the Buyer is a privately-held entity as of the Earnout Payment Date but the Buyer has not consummated a Private Offering within ninety (90) days prior to the Earnout Payment Date, then the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall be determined, as of the Earnout Payment Date, by an independent valuation firm selected jointly by Buyer commissions and Sellers’ Representative, the cost of such firm to be shared equally by the Buyer and Sellers; or (iii) if the Buyer is a publicly-traded entity as of the Earnout Payment Date, the fair market value of Buyer Stock for purposes of calculating the number of Earnout Shares hereunder shall equal the volume-weighted average closing sale price of Buyer Stock for the 30 consecutive trading days ending on the trading day immediately prior to the Earnout Payment Date. Promptly following receipt by the Sellers’ Representative of allowances against the Earnout Amount in accordance with the above, the Sellers’ Representative shall pay to each Seller such Seller’s Percentage of at the Earnout AmountClosing. (b) On The Earnout Amount shall be Seven Million Seven, Hundred Forty Three Thousand, Two Hundred Dollars ($7,743,200) plus the aggregate of the amounts by which for any rentable square foot of space in the Improvements that is subject to a Qualified Lease entered into prior to the Earnout Payment DateClosing: (i)(A) the sum of the first twelve (12) months’ base rent payable under such Qualified Lease, commencing at the Buyer shall prepare a written end of any free rent or rent abatement period, divided by (B) sixty-five thousandths (0.065), exceeds Four Hundred Dollars ($400) per rentable square foot. An example of the calculation of the Earnout Amount payable pursuant is set forth in EXHIBIT P. In no event shall the Earnout Amount exceed Twelve Million, Eight Hundred Sixty Five Thousand, Six Hundred Twenty Five Dollars ($12,865,625). The obligation of Buyer to this Agreement pay the Earnout Amount shall be secured by a letter of credit (the “Letter of Credit”) in the amount of Seven Million, Seven Hundred Forty Three Thousand, Two Hundred Dollars ($7,743,200) in a form and shall deliver issued by a copy bank reasonably acceptable to Seller. If Buyer fails to make payment to of such calculation with reasonable back-up data and a statement showing the method of computing the Earnout Amount to Seller on the Sellers’ Representative. The Sellers’ Representative Earnout Closing and such failure continues for ten (10) days following notice from Seller to Buyer, then Seller may draw upon the Letter of Credit for payment of the Earnout Amount and upon receipt of such payment, Seller shall keep such calculations confidential in accordance with Section 6.05return the Letter of Credit, if there is any remaining amount then remains undrawn thereunder, to Buyer. (c) The Buyer’s calculation If, under a Qualified Lease, payment of base rent is not required to commence by May 1, 2006, the Earnout Amount shall be conclusive and binding on the Parties unless the Sellers’ Representative delivers reduced by an amount equal to the Buyer, within fifteen (15) days after delivery of the documents referred to in Section 2.10(b) above, a notice declaring the Sellers’ objection to the Buyer’s calculation of the Earnout Amount (whether the disagreement relates to the arithmetic of the calculations or the items or amounts used in calculating the Earnout Amount) and setting forth the Sellers’ calculation of the Earnout Amount. Any such notice of disagreement shall specify in detail those items or amounts as to which such holders disagree. The Sellers’ Representative and the Buyer shall, base rent that would have been payable during the fifteen (15) days following period from May 1, 2006 until the delivery date the payment of the notice of disagreement by the Sellers’ Representative, use their good faith efforts base rent is scheduled to reach agreement on the disputed items or amounts in order to determine the Earnout Amountcommence under such Lease. (d) If the Sellers’ Representative and the Buyer are unable to reach agreement within such fifteen day period, they shall, promptly after the expiration of such fifteen (15) day period, retain an independent accounting firm of recognized national standing (the “Section 2.10 Accounting Firm”) and shall cause such Section 2.10 Accounting Firm promptly to review the disputed items or amounts for the purpose of calculating the Earnout Amount. If the Sellers’ Representative and the Buyer are unable to agree upon the choice of the Section 2.10 Accounting Firm, then the Section 2.10 Accounting Firm will be a “big-four” accounting firm selected by lot (after excluding one firm designated by the Buyer and one firm designated by the Sellers). The Section 2.10 Accounting Firm may be the same firm as the Section 2.05 Accounting Firm. In making the required calculations, the Section 2.10 Accounting Firm shall consider only those items or amounts in the Buyer’s calculation of the Earnout Amount as to which the Sellers’ Representative has disagreed in writing. The Section 2.10 Accounting Firm shall be supplied such information, books and records and access to such individuals as it may reasonably require. The Section 2.10 Accounting Firm shall deliver to the Sellers’ Representative and the Buyer as promptly as practicable, a report setting forth the Section 2.10 Accounting Firm’s calculation of the disputed Earnout Amount (the “Section 2.10