Common use of Earnout Statement Clause in Contracts

Earnout Statement. (A) Not later than ten (10) Business Days following the end of the Performance Period, Subversive or its Representatives shall prepare and deliver to the Shareholders’ Representative a written statement (an “Earnout Statement”), setting forth Subversive’s calculation of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement within thirty (30) days following Subversive’s receipt of the Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration shall be final and binding upon the parties. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Subversive and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive and the Shareholders’ Representative’s proposed adjustments thereto set forth in the Earnout Protest Notice, and such determination shall be final, binding and non- appealable. Each of Subversive, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense Fund.

Earnout Statement. (Ai) Not later than Within thirty (30) days after the end of each calendar month during the Initial Earnout Period (except the month which is the last month of the Initial Earnout Period), Buyer shall deliver to Company, for information purposes only, a statement as of the end of such month containing its estimate of gross revenue of the Business for such month. (ii) Within ten (10) Business Days following after the end of each of the Performance Initial Earnout Period and the Subsequent Earnout Period, Subversive or its Representatives as applicable, Buyer shall prepare and deliver to the Shareholders’ Representative Company a written statement setting forth its calculation of the Initial Earnout Consideration or the Subsequent Earnout Consideration, as applicable, including, Buyer’s applicable revenue calculations (an the “Earnout Statement”), setting forth Subversive’s calculation . During the ten (10)-Business Day period following delivery of the Total Capitalapplicable Earnout Statement to the Company, Capital Proceeds, Total Capital Shares, WIP, Price Buyer shall provide to the Company such documents and records related to the preparation of such Earnout Consideration, if any, Statement as may be reasonably requested in order to permit the Company and Proceeds its Representatives to complete its review of the Earnout Consideration, if any. Upon Statement. (iii) Within ten (10) Business Days after its receipt of an the Earnout Statement, the Shareholders’ RepresentativeCompany may either inform Buyer in writing that the Earnout Statement is acceptable or object thereto in writing, setting forth its officers, managers, employees consultants, financial advisors, counsel, accountants, objections (the “Earnout Dispute Notice”). Any Earnout Dispute Notice shall specify in reasonable detail the nature and other representatives dollar amount of any objections so asserted. If the Company delivers an Earnout Dispute Notice and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation Buyer does not resolve all of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is Company’s objections on a mutually agreeable basis within thirty (30) days after Buyer’s receipt of an the Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”)Dispute Notice, the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth then any objections as to which Buyer and the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection Company cannot agree upon shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable submitted by the Shareholders’ Representative either Buyer or the Company to G▇▇▇▇ ▇▇▇▇▇▇▇▇ ShareholdersLLP (the “Independent Accounting Firm”). If an Earnout Protest Notice is delivered prior to The Independent Accounting Firm shall have the applicable Earnout Protest Deadlinepower, any such amounts not disputed therein shall be final, binding authority and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive and the Shareholders’ Representative are unable duty to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP outstanding objections in the Earnout Statement within thirty (30) days following Subversive’s receipt Dispute Notice and the decision of the Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration Independent Accounting Firm shall be final and binding upon the parties. The determination Upon the agreement of the Company and Buyer or the decision of the Independent Accounting Firm, the Earnout Statement, as adjusted in accordance with this Section 2.6(c), if necessary, shall be final and conclusive. If the Company fails to deliver an Earnout Dispute Notice to Buyer within the first ten (10) Business-Day period referred to above, the Earnout Statement as delivered by Buyer shall be final and binding on the parties. (iv) In resolving any disputed items in an Earnout Dispute Notice, the Independent Accounting Firm (A) shall be bound by the Accountants provisions of this Section 2.6(c), (B) may not assign a value to any item greater than the amounts in dispute highest value claimed for such item or less than the lowest value for such item claimed by either the Company or Buyer, as the case may be, (C) shall be based solely on presentations by Subversive and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts restrict its decision to such items included in the Earnout Statement proposed by Subversive Dispute Notice which are then in dispute, (D) may review only the written presentations of the Company and Buyer, which shall be in accordance with the Shareholders’ Representative’s proposed adjustments thereto guidelines and procedures set forth in this Agreement, in resolving any matter which is in dispute (i.e., not on the Earnout Protest Noticebasis of an independent review), and such determination (E) shall be finalrender its decision in writing within thirty (30) days after the disputed items have been submitted to it. The fees, binding and non- appealable. Each of Subversive, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees costs and expenses of the Accountants equal Independent Accounting Firm shall be borne by Buyer and the Company in proportion to the proportion (expressed as a percentage and determined by the Accountants) aggregate amount of the dollar value of objections in the disputed amounts determined Earnout Dispute Notice resolved in favor of the other party by Company compared to the Accountants. Notwithstanding the forgoing, any aggregate amount of fees and expenses determined the objections resolved in favor of Buyer. (v) Any Earnout Consideration paid pursuant to be owed by the ▇▇▇▇▇▇ Shareholders this Section 2.6 shall be paid out of treated as an adjustment to the Expense FundAggregate Consideration.

Earnout Statement. (Aa) Not Subsequent to the Closing, as soon as practicable, but in any event within five (5) days, following the filing of the Purchaser’s annual financial statements on SEC Form 10-K for each of fiscal years 2023, 2024 and 2025 (each, an “Earnout Year”), the Purchaser’s chief financial officer (the “CFO”) will prepare and deliver to the Purchaser Representative and the Company Representative (each, a “Representative Party”) a written statement (each, an “Earnout Statement”) setting forth the CFO’s determination in accordance with the terms of this Section 1.11 of the Revenue Target and EBITDA Target for such Earnout Year based on the financial statements included in such Form 10-K, and whether the Earnout Recipients are entitled to receive Earnout Shares for such Earnout Year. Each of the Purchaser Representative and the Company Representative will have fifteen (15) days after its receipt of an Earnout Statement to review it. To the extent reasonably required to complete their respective reviews of such Earnout Statement, the Purchaser and its Subsidiaries will provide each of the Purchaser Representative and the Company Representative and their respective Representatives with reasonable access to the books and records of the Purchaser and its Subsidiaries, their respective finance personnel and any other information that the Purchaser Representative or the Company Representative reasonably requests relating to the determination of the revenue and EBITDA and the amount of Earnout Shares awarded for such Earnout Year. In addition, and without limiting the foregoing, upon request of either the Purchaser Representative or the Company Representative, the CFO shall provide a written statement setting forth in reasonable detail the calculation of Revenue Target and EBITDA Target, as set forth in the applicable Earnout Statement and reasonable documentary support reflecting the basis of such calculation. Either the Purchaser Representative or the Company Representative may deliver written notice to the CFO (by providing notice to the Purchaser to the attention of the CFO) and the other Representative Party on or prior to the fifteenth (15th) day after receipt of an Earnout Statement specifying in reasonable detail any items it wishes to dispute and the basis therefor. If the Purchaser Representative or the Company Representative fails to deliver such written notice within such fifteen (15)-day-period, then such Representative Party will have waived its right (and, with respect to the Company Representative, the right of the Company Stockholders, and with respect to the Purchaser Representative, the right of the Purchaser or its Subsidiaries) to contest such Earnout Statement and the calculations set forth therein of the Revenue Target or EBITDA Target, or the number of Earnout Shares awarded for such Earnout Year; in such case any applicable Earnout Shares will be issued by the Purchaser not later than the tenth (10th) day after receipt of the relevant Earnout Statement. If either the Purchaser Representative or the Company Representative provides the CFO and the other Representative Party with written notice of any objections to the Earnout Statement in such fifteen (15)-day-period, then the Company Representative and the Purchaser Representative will, for a period of twenty (20) days following the date of delivery of such notice, attempt to resolve their differences and any written resolution by them as to any disputed amount will be final and binding for all purposes under this Agreement, and any applicable Earnout Shares will be issued by the Purchaser within five (5) days after the date of such written resolution. If the Company Representative and the Purchaser Representative do not reach a final resolution within such twenty (20) day period, then upon the written request of either Representative Party (the date of receipt of such notice by the other Representative Party, the “Independent Expert Notice Date”), the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 10.4. For purposes hereof, the “Independent Expert” shall mean a mutually acceptable independent (i.e., no prior material business relationship with any Party for the prior two (2) years) accounting firm appointed by the Purchaser Representative and the Company Representative, which appointment will be made no later than ten (10) Business Days following days after the end of Independent Expert Notice Date; provided, that if the Performance Period, Subversive Independent Expert does not accept its appointment or its Representatives shall prepare and deliver to if the Shareholders’ Purchaser Representative a written statement (an “Earnout Statement”), setting forth Subversive’s calculation of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout ConsiderationCompany Representative cannot agree on the Independent Expert, as applicable. in either case within twenty (B) Prior to the date which is thirty (3020) days after receipt of an Earnout Statement the Independent Expert Notice Date, either Representative Party may require, by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ other Representative may have to the Earnout Statement; provided, howeverParty, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall the Independent Expert be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable selected by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement within thirty (30) days following Subversive’s receipt New York Regional Office of the Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration AAA in accordance with the streamlined rules and procedures of JAMSAAA’s procedures. Any such arbitration proceeding shall take place The Parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the State future, designate the Independent Expert to resolve disputes of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience the types described in contract law and shall remain confidentialthis Section 1.11. The award rendered by arbitration shall Parties acknowledge that any information provided pursuant to this Section 1.11 will be final and binding upon the parties. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Subversive and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive and the Shareholders’ Representative’s proposed adjustments thereto set forth in the Earnout Protest Notice, and such determination shall be final, binding and non- appealable. Each of Subversive, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal subject to the proportion (expressed as a percentage and determined by the Accountants) confidentiality obligations of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense FundSection 5.15.

Earnout Statement. (Ai) Not later than ten Within sixty (1060) Business Days following days after the end of each Earnout Period (but, with respect to the Performance Final Catch-Up Earnout Period, Subversive or its Representatives only if following the completion of the Fourth Earnout Period the aggregate amounts payable under this Section 1.5 are less than $320,000,000), the Buyer shall prepare and deliver to the Shareholders’ Seller Representative a written statement (each, an “Earnout Statement”), ) setting forth SubversiveBuyer’s good faith calculation of Net Revenue for such Earnout Period, any Current Period Payment in respect of such Earnout Period, any Catch-Up Payments that have become payable in respect of a prior Earnout Period in accordance with Section 1.5(c)(i) as a result of the Total CapitalNet Revenue for such Earnout Period, Capital Proceeds, Total Capital Shares, WIP, Price any Catch-Up Payments to be paid in accordance with Section 1.5(c) upon payment of any Current Period Payment in respect of such Earnout ConsiderationPeriod or, if anyapplicable, and Proceeds with respect to the Final Catch-Up Earnout ConsiderationPeriod, if any. Upon receipt any Final Catch-Up Payments that have become payable in respect of a prior Earnout Period in accordance with Section 1.5(d). (ii) If the Seller Representative disagrees with an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents Seller Representative shall be provided with reasonable access to the financial books and records work papers, accountants and personnel notify Buyer in writing of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is such disagreement within thirty (30) days after receipt delivery of such Earnout Statement to the Seller Representative (each, an “Earnout Objection Dispute”). During the thirty (30) day period of its review, the Seller Representative shall have reasonable access to any documents, schedules or work papers used in the preparation of such Earnout Statement. The failure of the Seller Representative to deliver written notice of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice Objection Dispute to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement Buyer within thirty (30) days following Subversive’s receipt after delivery of the an Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect Statement to the Seller Representative shall be deemed acceptance of such Earnout Statement may be submitted for confidential binding arbitration and agreement to the Judicial Arbitration applicable Earnout Amount by the Seller Representative. (iii) Subject to Section 1.5(b)(ii), Buyer and Mediation Services, Inc. (“JAMS”) for the Seller Representative shall negotiate in good faith to resolve any Earnout Objection Dispute and any resolution agreed to in a confidential private arbitration in accordance with writing by Buyer and the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration Seller Representative shall be final and binding upon the parties. The determination If Buyer and the Seller Representative are unable to resolve all matters in an Earnout Objection Dispute within thirty (30) days of delivery of written notice of such Earnout Objection Dispute by the Accountants of Seller Representative to Buyer, then the amounts in dispute disputed matters shall be referred for final determination to the Accounting Arbitrator within fifteen (15) days thereafter. The Accounting Arbitrator shall be directed to only consider those items and amounts set forth on the applicable Earnout Statement as to which Buyer and the Seller Representative have disagreed within the time periods and on the terms specified in Section 1.5(f)(ii) and this Section 1.5(f)(iii) and shall be directed to resolve all unresolved matters in the applicable Earnout Objection Dispute in accordance with the terms and provisions of this Agreement. The Accounting Arbitrator shall be directed to deliver to Buyer and the Seller Representative, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any unresolved matters in the applicable Earnout Objection Dispute determined in accordance with the terms herein. The Accounting Arbitrator shall be directed to select as a resolution for any unresolved matters in the applicable Earnout Objection Dispute a position within the range of values assigned to such Earnout Objection Dispute by Buyer and the Seller Representative (based solely on presentations and supporting material provided by Subversive the parties and not pursuant to any independent review). Such report shall, absent manifest error, be final and binding upon all of the parties to this Agreement. Upon the agreement of Buyer and the Shareholders’ Representative. Any determination by Seller Representative or the Accountants decision of the Accounting Arbitrator, or if the Seller Representative fails to deliver written notice of disagreement to Buyer within the thirty (30) day period provided in Section 1.5(f)(ii), the applicable Earnout Statement, as adjusted if necessary pursuant to the terms of this Agreement, shall not be outside the range defined by the respective amounts in deemed to be the Earnout Statement proposed by Subversive for purposes of calculating the Earnout Amount pursuant to this Section 1.5. Buyer and the Shareholders’ Representative’s proposed adjustments thereto set forth in Seller Representative shall each be responsible for the Earnout Protest Noticefees and expenses of the Accounting Arbitrator pro rata, and such determination shall be final, binding and non- appealable. Each of Subversiveas between Buyer, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) the Principals, on the other hand, shall bear that percentage in proportion to the relative difference between the positions taken by Buyer and the Seller Representative compared to the determination of the Accounting Arbitrator, with the fees and expenses for which the Principals are responsible to be payable solely out of the Accountants equal any Earnout Amounts to be paid to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense FundPrincipals.

Earnout Statement. (Ai) Not later than ten (10) Business Days Within 45 days following July 3, 2011, October 2, 2011, and the end of the Performance Earnout Period, Subversive or its Representatives Parent shall prepare and deliver to the Shareholders’ Representative (i) a written statement (an “Earnout Statement”) to the Representative containing Parent’s calculation of the Earnout Consideration payable at any such time as a result of the financial results achieved by the Surviving Company to any such above referenced date during the Earnout Period (the “Preliminary Earnout Consideration”) and (ii) reasonable records and work papers related to the calculations set forth on any such Earnout Statement. (ii) Parent shall permit the Representative and its accountants to review promptly upon reasonable request, on-site or otherwise, during normal business hours, all records and work papers prepared or used by Parent in connection with the preparation of each Earnout Statement and to take copies of the same. Parent shall use commercially reasonable efforts to respond to inquiries from the Representative related to such review. Parent shall use reasonable efforts to provide access to the books and records of the Company to the Representative electronically in connection with its review of the Earnout Statement. The Representative shall have thirty (30) Business Days after receipt of the Earnout Statement (the “Dispute Period”) to dispute any or all amounts or elements of such Earnout Statement (“Dispute”). The Representative shall provide to Parent, prior to the end of the Dispute Period, written notice of Disputes, if any (a “Dispute Notice”), setting forth Subversive’s calculation of in reasonable detail the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on amounts included in the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and which the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout ConsiderationRepresentative disagrees, if any. If an Earnout Protest the Representative does not deliver a Dispute Notice is not delivered to Parent prior to the Earnout Protest Deadline Total Capitalend of the Dispute Period, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement within thirty (30) days following Subversive’s receipt of for the Earnout Protest Notice, then only the amounts in dispute will Period shall be referred deemed to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration shall be final and binding upon Parent, the partiesRepresentative and the Securityholders in the form in which it was delivered to the Representative by Parent. The determination by If the Accountants Representative delivers to Parent a Dispute Notice prior to the end of the amounts in Dispute Period, the Parties shall follow the dispute shall be based solely on presentations by Subversive and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive and the Shareholders’ Representative’s proposed adjustments thereto resolution procedures set forth in Schedule 1.13(g). For purposes of this Agreement, “Final Determination” of an Earnout Statement shall mean the Earnout Protest Noticefinal determination pursuant to this Section 1.13 and Schedule 1.13(a) and, and such determination shall be final, binding and non- appealable. Each of Subversive, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoingextent applicable, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense FundSection 1.13(g).

Earnout Statement. 2.1 Unless an Acceleration Event (Aas defined in Section 3 hereof) Not later than ten (10) Business Days following shall have occurred, as promptly as practicable after the end of the Performance each Earnout Period, Subversive or the Sellers’ Committee will cause an income statement of Stealth for such Earnout Period and a statement setting forth the Sellers’ Committee’s calculation of the Actual Pre-Tax Income of Stealth for such Earnout Period (collectively, as may be revised by the Sellers’ Committee’s accountants, the “Preliminary Earnout Statement”) to be prepared, and will cause its Representatives shall accountants to review (and revise if necessary) the Preliminary Earnout Statement and to prepare a report based on such Preliminary Earnout Statement and deliver the provisions of this Agreement pertaining to the Shareholdersdetermination of Actual Pre-Tax Income, as so reviewed (and revised in necessary), setting forth its calculation of the Actual Pre-Tax Income of Stealth for such Earnout Period. As promptly as practicable, but no later than sixty (60) days after the end of such Earnout Period, the Sellers’ Representative Committee will cause the Preliminary Earnout Statement together with the report of Stealth’s accountants as to the Actual Pre-Tax Income for such Earnout Period to be delivered to the Buyer. The income statement to be prepared as part of each Preliminary Earnout Statement (each “Preliminary Income Statement”) shall (x) fairly present in all material respects the pre-tax income of Stealth for such Earnout Period in accordance with generally accepted accounting principles (“GAAP”) applied on a written basis consistent with those used in the preparation of the income statement of Stealth for the one-year period ended December 31, 2004 as prepared by Micronetics’ auditors and previously delivered to the Sellers’ Committee (an the “Earnout December 31, 2004 Income Statement”), setting forth Subversive’s calculation (y) include line items substantially consistent with those in the December 31, 2004 Income Statement, and (z) be prepared in accordance with accounting practices consistent with those used in the preparation of the Total CapitalDecember 31, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout 2004 Income Statement; provided, however, that such 30the Preliminary Income Statement shall exclude the effect of any application of so-day period called “push down” and Earnout Protest Deadline shall toll during any time that Subversive fails purchase accounting to comply with Section 2.04(b)(ii)(A)the transactions contemplated by the Stock Purchase Agreement. Whenever used in this Agreement, the term accounting practices includes accounting methods and policies. The sole permissible grounds for objection shall be that cost of the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination preparation of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such each Preliminary Earnout Statement shall be final, binding and non-appealable borne equally by the Shareholders’ Representative or Sellers. 2.2 The parties hereto agree that they will cooperate and assist in the ▇▇▇▇▇▇ Shareholders. If an preparation of the Preliminary Income Statement for each Earnout Protest Notice is delivered prior Period and the calculation of Actual Pre-Tax Income for each Earnout Period and in the conduct of the review referred to in this Section 2, including without limitation the making available to the applicable Earnout Protest Deadlineextent necessary of books, any such amounts not disputed therein shall be finalrecords, binding work papers and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii)personnel. (C) If Subversive and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement within thirty (30) days following Subversive’s receipt of the Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration shall be final and binding upon the parties. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Subversive and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive and the Shareholders’ Representative’s proposed adjustments thereto set forth in the Earnout Protest Notice, and such determination shall be final, binding and non- appealable. Each of Subversive, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense Fund.

Earnout Statement. (Ai) Not later than ten (10) Business Days 60 days following the end last day of the Performance Earnout Period, Subversive Buyer or its Representatives representatives shall prepare and deliver to the Shareholders’ Representative Seller a written statement statement, prepared in accordance with GAAP using, to the extent in accordance with GAAP, the same accounting methods, principles, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Financial Statements, with such adjustments thereto set forth in the definition of Adjusted EBITDA (an the “Earnout Statement”), ) setting forth SubversiveBuyer’s calculation of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, Adjusted EBITDA and Proceeds the Reference Adjusted EBITDA and the resulting Earnout ConsiderationAmount, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, Seller and its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall accountants will be provided with given reasonable access upon reasonable notice to the financial books and records work papersBuyer’s relevant books, accountants records, workpapers and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing Earnout Adjusted EBITDA and Reference Adjusted EBITDA and the resulting Earnout Consideration, as applicableAmount. (Bii) Prior to the date which is thirty (30) 30 days after receipt Buyer’s delivery of an the Earnout Statement by and the Shareholders’ Representative information and access referenced in the foregoing clause (an i) (the “Earnout Protest Deadline”), the Shareholders’ Representative Seller may deliver written notice to Subversive Buyer (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative Seller may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration Adjusted EBITDA, Reference Adjusted EBITDA and/or the Earnout Amount set forth on the such Earnout Statement was were not calculated in accordance with its definitiontheir respective definitions. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ RepresentativeSeller’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price the Earnout Consideration, if any, Adjusted EBITDA and Proceeds Reference Adjusted EBITDA and the resulting Earnout ConsiderationAmount, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total CapitalDeadline, Capital Proceedsthe Earnout Adjusted EBITDA, Total Capital Shares, WIP, Price Reference Adjusted EBITDA and the resulting Earnout Consideration, if any, and Proceeds Earnout ConsiderationAmount, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ ShareholdersSeller Parties. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii)Seller Parties. (Ciii) If Subversive Seller delivers an Earnout Protest Notice, Buyer and the Shareholders’ Representative are unable Seller shall confer and attempt to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the an Earnout Statement within thirty (30) 30 days following SubversiveBuyer’s receipt of the such Earnout Protest Notice. If Buyer and Seller are unable to resolve any such disagreement within such 30 day period, then only the amounts any matters that remain in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) Accountant for final determination within forty-five (45) 45 days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration shall be final and binding upon the parties. The determination by the Accountants Accountant of the amounts in dispute shall be based solely on presentations by Subversive Buyer and Seller, and shall not involve the Shareholders’ RepresentativeAccountant’s independent review. Any determination by the Accountants Accountant shall not be outside the range defined by the respective amounts in the such Earnout Statement proposed by Subversive Buyer and the Shareholders’ RepresentativeSeller’s proposed adjustments thereto set forth in the Earnout Protest Notice, and absent manifest mathematical error such determination shall be final, binding and non- appealablenon-appealable by the Parties. Each of SubversiveBuyer and Seller shall execute and deliver a customary engagement letter as may be requested by the Accountant, and each of Buyer, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) Seller, on the other hand, shall bear that percentage of the fees and expenses of the Accountants Accountant equal to the proportion (expressed as a percentage and determined by the AccountantsAccountant) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense FundAccountant.

Earnout Statement. (Ai) Not later than ten Within sixty (1060) Business Days following days after the end of the Performance each Earnout Period, Subversive or its Representatives Buyer shall prepare and deliver to the ShareholdersMembers’ Representative a written statement (each, an “Earnout Statement”), ) setting forth SubversiveBuyer’s good faith calculation of Patriot Net Revenue for such Earnout Period, any Current Year Payment in respect of such Earnout Period, any Catch-Up Payments that have become payable in respect of a prior Earnout Period in accordance with Section 2.5(a)(ii) as a result of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Patriot Net Revenue for such Earnout Consideration, if any, Period and Proceeds any Catch-Up Payments to be paid in accordance with Section 2.5(a)(iii) upon payment of any Current Year Payment in respect of such Earnout Consideration, if any. Upon receipt of Period. (ii) If the Members’ Representative disagrees with an Earnout Statement, the ShareholdersMembers’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents Representative shall be provided with reasonable access to the financial books and records work papers, accountants and personnel notify Buyer in writing of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is such disagreement within thirty (30) days after receipt delivery of such Earnout Statement to the Members’ Representative (each, an “Earnout Objection Disputes”). During the thirty (30) day period of its review, the Members’ Representative shall have reasonable access to any documents, schedules or work papers used in the preparation of such Earnout Statement. The failure of the Members’ Representative to deliver written notice of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice Objection Dispute to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement Buyer within thirty (30) days following Subversive’s receipt after delivery of the an Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect Statement to the Members’ Representative shall be deemed acceptance of such Earnout Statement may be submitted for confidential binding arbitration and agreement to the Judicial Arbitration applicable Earnout Amount by the Members’ Representative. (iii) Subject to Section 2.5(b)(ii), Buyer and Mediation Services, Inc. (“JAMS”) for the Members’ Representative shall negotiate in good faith to resolve any Earnout Objection Dispute and any resolution agreed to in a confidential private arbitration in accordance with writing by Buyer and the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration Members’ Representative shall be final and binding upon the parties. The determination If Buyer and the Members’ Representative are unable to resolve all matters in an Earnout Objection Dispute within thirty (30) days of delivery of written notice of such Earnout Objection Dispute by the Accountants of Members’ Representative to Buyer, then the amounts in dispute disputed matters shall be referred for final determination to the Accounting Arbitrator within fifteen (15) days thereafter. The Accounting Arbitrator shall be directed to only consider those items and amounts set forth on the applicable Earnout Statement as to which Buyer and the Members’ Representative have disagreed within the time periods and on the terms specified in Section 2.5(b)(ii) and Section 2.5(b)(iii) and shall be directed to resolve all unresolved matters in the applicable Earnout Objection Dispute in accordance with the terms and provisions of this Agreement. The Accounting Arbitrator shall be directed to deliver to Buyer and the Members’ Representative, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any unresolved matters in the applicable Earnout Objection Dispute determined in accordance with the terms herein. The Accounting Arbitrator shall be directed to select as a resolution for any unresolved matters in the applicable Earnout Objection Dispute a position within the range of values assigned to such Earnout Objection Dispute by Buyer and the Members’ Representative (based solely on presentations and supporting material provided by Subversive the parties and not pursuant to any independent review). Such report shall, absent manifest error, be final and binding upon all of the parties to this Agreement. Upon the agreement of Buyer and the ShareholdersMembers’ Representative. Any determination by Representative or the Accountants decision of the Accounting Arbitrator, or if the Members’ Representative fails to deliver written notice of disagreement to Buyer within the thirty (30) day period provided in Section 2.5(b)(ii), the applicable Earnout Statement, as adjusted if necessary pursuant to the terms of this Agreement, shall not be outside the range defined by the respective amounts in deemed to be the Earnout Statement proposed by Subversive for purposes of calculating the Earnout Amount pursuant to this Section 2.5. Buyer and the ShareholdersMembers’ Representative’s proposed adjustments thereto set forth in Representative shall each be responsible for the Earnout Protest Noticefees and expenses of the Accounting Arbitrator pro rata, and such determination shall be final, binding and non- appealable. Each of Subversiveas between Buyer, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) the Members’, on the other hand, shall bear that percentage in proportion to the relative difference between the positions taken by Buyer and the Members’ Representative compared to the determination of the Accounting Arbitrator, with the fees and expenses for which the Members are responsible to be payable solely out of the Accountants equal any Earnout Amounts to be paid to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense FundMembers.

Earnout Statement. (Aa) Not later than ten (10) Business Days following the end of the Performance Period, Subversive or its Representatives shall Purchaser will prepare and deliver to the ShareholdersSellers’ Representative within fifteen (15) days following Purchaser’s filing with the Securities and Exchange Commission of its quarterly financial statements following the end of each Earnout Year, a written statement setting forth its calculation of the Earnout Amount payment due for such Earnout Year (an for the avoidance of doubt, Year 1 ends June 30, 2015) (the “Earnout Statement”), setting forth Subversive’s calculation of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter determined in accordance with Section 2.04(b)(iii). (C) If Subversive GAAP. The Earnout Statement will be deemed to be accepted by Sellers and will be conclusive for purposes of determining the ShareholdersEarnout Payment due Sellers, unless the Sellers’ Representative are unable delivers to resolve any disagreement with respect strictly to the calculations made in the determination of Capital ProceedsPurchaser, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement within thirty (30) days following Subversive’s receipt of the Earnout Protest NoticeStatement, then only the amounts in dispute will be referred to a mutually agreed accounting firm notice (the “AccountantsObjection Notice”) for final determination within forty-five (45) days after such referral. Any other disputes with respect specifying Sellers’ objections to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMSreasonable detail. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration amount not objected to shall be final immediately payable to Sellers (and binding upon the parties. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Subversive and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive and the Shareholders’ Representative’s proposed adjustments thereto set forth in the Earnout Protest Notice, and such determination shall be final, binding and non- appealable. Each of Subversive, on the one hand, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Shareholders as set forth in Section 2.4(g)). (jointly b) The Purchaser and severallythe Sellers’ Representative will use reasonable good faith efforts to resolve any matters in dispute, but if they do not obtain a final resolution within thirty (30) on the other hand, shall bear that percentage days after Purchaser’s receipt of the fees and expenses of Objection Notice, either Purchaser or the Accountants equal to Sellers’ Representative may submit the proportion (expressed as a percentage and determined by the Accountants) of the dollar value resolution of the disputed amounts determined in favor matters to the office of the Purchaser’s independent registered public accounting firm, or, if such firm is unable to serve, Purchaser and the Sellers’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other party by than Purchaser’s firm (such resolving accountants referred to as the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the amounts only in dispute and make any adjustments to the Earnout Payment at issue. Notwithstanding Absent demonstrable error, the forgoingdecision of the Independent Accountants will be conclusive and binding. Once finally accepted or resolved as provided above (or not objected to), any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders Earnout Payment payable shall be paid out by Purchaser within five (5) business days by wire transfer of immediately available funds to such account as is directed by the Expense FundSellers’ Representative. Any Earnout Payments made shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Earnout Statement. (Ai) Not later than ten Within sixty (1060) Business Days following days after the end of the Performance each Growth Earnout Period, Subversive or its Representatives Purchaser shall prepare and deliver to the Shareholders’ Representative a written statement (each, an “Earnout Statement”), ) setting forth SubversivePurchaser’s good faith calculation of Net Revenue for such Growth Earnout Period and any Growth Earnout Period Payment in respect of such Growth Earnout Period. (ii) If the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of Representative disagree with an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents Representative shall be provided with reasonable access to the financial books and records work papers, accountants and personnel notify Purchaser in writing of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is such disagreement within thirty (30) days after receipt delivery of such Earnout Statement to the Representative (each, an “Earnout Objection Dispute”). During the thirty (30)-day period of its review, the Representative shall have reasonable access to any documents, schedules or work papers used in the preparation of such Earnout Statement. The failure of the Representative to deliver written notice of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice Objection Dispute to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement Purchaser within thirty (30) days following Subversive’s receipt after delivery of the an Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect Statement to the Representative shall be deemed acceptance of such Earnout Statement may be submitted for confidential binding arbitration and agreement to the Judicial Arbitration applicable Growth Earnout Period Payment by the Representative. (iii) Subject to Section 1.11(d)(ii), Purchaser and Mediation Services, Inc. (“JAMS”) for the Representative shall negotiate in good faith to resolve any Earnout Objection Dispute and any resolution agreed to in a confidential private arbitration in accordance with writing by Purchaser and the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration Representative shall be final and binding upon the partiesParties. If Purchaser and the Representative are unable to resolve all matters in an Earnout Objection Dispute within thirty (30) days of delivery of written notice of such Earnout Objection Dispute by the Representative to Purchaser, then the disputed matters shall be referred for final determination to the Accounting Firm within fifteen (15) days thereafter. The determination by the Accountants of the amounts in dispute Accounting Firm shall be directed to only consider those items and amounts set forth on the applicable Earnout Statement as to which Purchaser and the Representative have disagreed within the time periods and on the terms specified in Section 1.11(d)(ii) and this Section 1.11(d)(iii) and shall be directed to resolve all unresolved matters in the applicable Earnout Objection Dispute in accordance with the terms and provisions of this Agreement. The Accounting Firm shall be directed to deliver to Purchaser and the Representative, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any unresolved matters in the applicable Earnout Objection Dispute determined in accordance with the terms herein. The Accounting Firm shall be directed to select as a resolution for any unresolved matters in the applicable Earnout Objection Dispute a position within the range of values assigned to such Earnout Objection Dispute by Purchaser and the Representative (based solely on presentations and supporting material provided by Subversive the Parties and not pursuant to any independent review). Such report shall, absent manifest error, be final and binding upon all of the parties to this Agreement. Upon the agreement of Purchaser and the Shareholders’ Representative. Any determination by Representative or the Accountants decision of the Accounting Firm, or if the Representative fails to deliver written notice of disagreement to Purchaser within the thirty (30)-day period provided in Section 1.11(d)(ii), the applicable Earnout Statement, as adjusted if necessary pursuant to the terms of this Agreement, shall not be outside the range defined by the respective amounts in deemed to be the Earnout Statement proposed by Subversive for purposes of calculating the Growth Earnout Period Payment pursuant to this Section 1.11. Purchaser and the Shareholders’ Representative’s proposed adjustments thereto set forth in Sellers shall each be responsible for the Earnout Protest Noticefees and expenses of the Accounting Firm pro rata, and such determination shall be final, binding and non- appealable. Each of Subversiveas between Purchaser, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) the Sellers, on the other hand, shall bear that percentage in proportion to the relative difference between the positions taken by Purchaser and the Representative compared to the determination of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense FundAccounting Firm.

Earnout Statement. (Aa) Not As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are available, but in no event later than ten 30 days thereafter (10) Business Days following or in the event of an Earnout Date Adjustment, within 75 days after the end of the Performance Periodcalendar month in which the applicable Earnout Calculation Period ended as a result of such Earnout Date Adjustment), Subversive or its Representatives Parent shall prepare and deliver to the Shareholders’ ' Representative a written statement setting forth the calculations set forth in Section 3.6 (an “the "Earnout Statement”"), setting forth Subversive’s calculation . (b) After receipt of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, ' Representative shall have 60 days to review the Earnout Statement. Parent shall give the Shareholders' Representative and its officers, managers, employees consultants, financial advisors, counsel, agents and representatives (including accountants, and other representatives and agents shall be provided with reasonable ) full access to the financial all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work paperspapers to the extent required to complete its review of the Earnout Statement (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and personnel of Subversive during business hours for subject to the purpose of verifying Shareholders' Representative providing such indemnification and other documentation as such accountants may request). Unless the calculation Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the foregoing Earnout Statement specifying in reasonable detail all disputed items and the Earnout Consideration, as applicable. (B) Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”)basis therefor, the Shareholders’ ' Representative may deliver written notice shall be deemed to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have accepted and agreed to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth If the Shareholders’ ' Representative so notifies Parent of the Shareholders' Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior 's objection to the Earnout Protest Deadline Total CapitalStatement, Capital ProceedsParent and the Shareholders' Representative shall, Total Capital Shareswithin 45 days following the date of such notice (the "Resolution Period"), WIP, Price Earnout Consideration, if any, attempt to resolve their differences and Proceeds Earnout Consideration, if any, any resolution by them as set forth on such Earnout Statement to any disputed amounts shall be final, binding and conclusive. (c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be the responsibility of the non-appealable by prevailing party. If the Shareholders’ ' Representative or is the ▇▇▇▇▇▇ non-prevailing party, then such fees and expenses shall be deemed Established Losses for purposes of this Agreement. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by Parent and the Shareholders' Representative, and not by independent review, only those amounts still in dispute. If an Earnout Protest Notice is The Neutral Auditor's determination shall be made within 30 days of its engagement, shall be set forth in a written statement delivered prior to Parent and the applicable Earnout Protest Deadline, any such amounts not disputed therein Shareholders' Representative and shall be final, binding and non-appealable conclusive. If any amounts are referred to the Neutral Auditor, the term "Earnout Statement" as used in this Agreement, shall mean the definitive Earnout Statement resulting from the determinations made by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter Neutral Auditor in accordance with Section 2.04(b)(iii). this section (C) If Subversive in addition to those items theretofore agreed to by Parent and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly ' Representative) and appropriate adjustments shall be made to the calculations made in Section 3.6 to reflect any differences between the determination of Capital Proceeds, Closing Net Proceeds, Price definitive Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in Statement and the Earnout Statement within thirty delivered by Parent in accordance with 3.7(a), with any amounts to be paid by Parent to be as follows: (30i) days following Subversive’s receipt of the Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement Payment for the earnout calculation period ending December 31, 2010 (as such date may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Servicesextended as a result of an Earnout Date Adjustment), Inc. (“JAMS”A) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures 50% of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration amounts shall be final and binding upon paid as soon as practicable, but in no event later than five (5) business days, after the parties. The determination by the Accountants of the amounts in dispute shall be based solely definitive Earnout Statement with respect to such earnout calculation period, together with a notional amount equal to interest on presentations by Subversive and such amount at the Shareholders’ Representative. Any determination by Agreed Rate for the Accountants shall not be outside period beginning the range defined by the respective amounts in date Parent delivered the Earnout Statement proposed by Subversive for such period to the Shareholders' Representative and ending on the date of payment pursuant to this Section 3.7(c)(i) and (B) the payment made pursuant to Section 3.6(a)(i)(B) shall be calculated based upon the definitive Earnout Statement; and (ii) with respect to the Earnout Payments for any subsequent earnout calculation periods, such amounts shall be paid as soon as practicable, but in no event later than five (5) business days, after the determination of the definitive Earnout Statement with respect to the applicable earnout calculation period, together with a notional amount equal to interest on such amount at the Agreed Rate for the period beginning the date Parent delivered the Earnout Statement for such period to the Shareholders' Representative and ending on from the date of payment made pursuant to Section 3.6(a)(ii). (d) With respect the determination of Tenant Rep Business Revenues solely for purposes of fixing the payment date for the First Deferred Payment and the Shareholders’ Representative’s proposed adjustments thereto Second Deferred Payment, in each case as set forth in the Earnout Protest Noticeprovisos of the first sentence of each of Sections 3.5(a) and 3.5(b), respectively, Parent shall provide the Shareholders' Representative and its agents and representatives (including accountants) access as described in Section 3.7(b). The Shareholders' Representative shall have the right to submit any dispute with respect to such determination of date of the First Deferred Payment and Second Deferred Payment to a Neutral Arbitrator in the manner described in Section 3.7(c) and Parent's obligation to make any such payments shall be final, binding and non- appealable. Each deferred pending resolution of Subversive, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense Fundsuch dispute.

Earnout Statement. For each Earnout Payment (Aother than an Accelerated Earnout Payment), within ninety (90) Not later than ten (10) Business Days following days of the end of the Performance PeriodEarnout Period relating thereto, Subversive or its Representatives Buyer shall prepare and deliver to the Shareholders’ Representative Seller a written statement used to calculate such Earnout Payment (each an “Earnout Statement”), and shall promptly supply to Seller documentation and materials supporting the Earnout Statement upon request by Seller. Within twenty (20) days after receipt of such Earnout Statement (the “Objection Period”), Seller may deliver to Buyer a written statement (an “Objection”) setting forth Subversive’s requests for further information and/or any disagreement with such calculation. If Seller does not submit an Objection the Objection Period, then the Earnout Payment(s), as set forth in the Earnout Statement from Buyer and based on the written calculation provided, shall be final and deemed binding upon the parties. If Seller does not deliver an Objection, Buyer shall pay, or cause to be paid, such Earnout Payment to Seller in accordance with this Section 2.6 after completion of the Total CapitalObjection Period, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is but in no event later than thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”)thereafter, the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the made by wire transfer of immediately available funds an amount equal to any such Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if anyPayment. If an Earnout Protest Notice is not delivered prior to after endeavoring in good faith the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive and the Shareholders’ Representative parties are unable to resolve the amount of Earnout Revenue, the parties shall promptly thereafter retain an independent accounting firm of recognized international standing that is not the auditor of either the Seller or Parent or Buyer (the “Arbiter”) to resolve any disagreement with respect strictly remaining disputes related to the calculations made in amount of Earnout Revenue. The dispute, including the determination amount of Capital Proceedsany Earnout Revenue, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement shall be decided by such Arbiter within thirty (30) days following Subversive’s receipt of the Earnout Protest Notice, then only the amounts in submitting such dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law Arbiter and shall remain confidential. The award rendered by arbitration shall be final conclusive and binding upon the parties. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Subversive Seller and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive Buyer and the Shareholders’ Representative’s proposed adjustments thereto set forth in the Earnout Protest Notice, and such determination shall be final, binding and non- appealable. Each of Subversive, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense FundParent.

Earnout Statement. (Ai) Not No later than ten ninety (1090) Business Days following days after the end of the Performance Earnout Period, Subversive or its Representatives Buyer shall prepare and deliver to the Shareholders’ Representative Seller Parties a written statement setting forth Buyer’s calculation of Company EBITDA and its determination of the Earnout Amount, if any, for the Earnout Period (an the “Earnout Statement”), setting forth Subversive’s calculation of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price . The Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents Statement shall be provided prepared in accordance with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicablePrinciples. (Bii) Prior to The Earnout Statement shall become final and binding upon the Parties on the thirtieth (30th) day following the date on which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated delivered to the Seller Parties, unless the Seller Parties deliver a Notice of Disagreement. If a Notice of Disagreement is received by Buyer prior to such thirtieth (30th) day, then the Earnout Statement (as revised in accordance with its definitionthis sentence) shall become final and binding upon the Seller Parties and Buyer on the earlier of (A) the date the Seller Parties and Buyer resolve, evidenced by a written instrument duly executed by the Seller Parties and Buyer, any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in a written decision by the Accounting Firm. The Earnout Protest During the thirty (30)-day period following the delivery of a Notice of Disagreement, the Seller Parties and Buyer shall specify seek in reasonable detail good faith to resolve any contested amounts and differences that they may have with respect to the basis therefor and shall include a schedule setting forth matters specified in the Shareholders’ Representative’s determination Notice of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if anyDisagreement. If an Earnout Protest Notice is at the end of such thirty (30)-day period the Seller Parties and Buyer have not delivered prior to the Earnout Protest Deadline Total Capitalresolved, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable evidenced by a written instrument duly executed by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest DeadlineAccounting Firm for resolution, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive the Earnout Principles, only the Disputed Items. Buyer and the Shareholders’ Representative are unable Seller Parties shall use commercially reasonable efforts to resolve any disagreement with respect strictly cause the Accounting Firm to render a written decision fully resolving all matters submitted to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement Accounting Firm within thirty (30) days following Subversive’s of the receipt of such submission, but in no event shall the Earnout Protest Notice, then only Parties permit the amounts Accounting Firm to fail to render a written decision fully resolving all matters submitted to the Accounting Firm within sixty (60) days of the receipt of such submission. The scope of the disputes to be resolved by the Accounting Firm shall be limited to correcting mathematical errors and determining whether the items in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration were determined in accordance with the streamlined rules Earnout Principles, and procedures of JAMSthe Accounting Firm shall act as an expert, not as an arbitrator, in resolving the Disputed Items, and any proceeding before the Accounting Firm shall be an expert determination under the Law governing expert determination and appraisal proceedings. Any such arbitration proceeding shall take place Other than those determinations set forth in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidentialpreceding sentence, the Accounting Firm is not to make any other determination. The award rendered Accounting Firm’s decision shall be based solely on written submissions by arbitration the Seller Parties and B▇▇▇▇ and their respective Representatives and not by independent review and shall be final and binding on all of the Parties. The Accounting Firm may not assign a value greater than the greatest value for such Disputed Item claimed by either Party or smaller than the smallest value for such Disputed Item claimed by either Party. Buyer and the Seller Parties agree that the Accounting Firm’s determination under this Section 2.5(d)(ii) shall be binding on the Parties and enforceable as an arbitral award, and that judgment may be entered upon the partiesdetermination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The determination by the Accountants fees, costs and expenses of the amounts in dispute Accounting Firm incurred pursuant to this Section 2.5 shall be based solely on presentations by Subversive and borne pro rata as between the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive and the Shareholders’ Representative’s proposed adjustments thereto set forth in the Earnout Protest Notice, and such determination shall be final, binding and non- appealable. Each of SubversiveSeller Parties, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) Buyer, on the other hand, shall bear that percentage in proportion to the final allocation made by such Accounting Firm of the fees and expenses of the Accountants equal Disputed Items weighted in relation to the proportion (expressed as a percentage and determined claims made by the Accountants) of Seller Parties, on the dollar value of the disputed amounts determined in favor of one hand, and Buyer, on the other party by hand, such that the Accountants. Notwithstanding prevailing Party pays the forgoinglesser proportion of such fees, any amount costs and expenses. (iii) Within five (5) Business Days after final determination of fees all Disputed Items as provided in Section 2.5(d)(ii), Buyer shall pay and expenses determined deliver to be owed by Seller the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense FundEarnout Amount, if any, as provided in Section 2.5(b).

Earnout Statement. 2.1 Unless an Acceleration Event (Aas defined in Section 3 hereof) Not later than ten (10) Business Days following shall have occurred, as promptly as practicable after the end of the Performance each Earnout Period, Subversive or the Sellers’ Committee will cause an income statement of Stealth for such Earnout Period and a statement setting forth the Sellers’ Committee’s calculation of the Actual Pre-Tax Income of Stealth for such Earnout Period (collectively, as may be revised by the Sellers’ Committee’s accountants, the “Preliminary Earnout Statement”) to be prepared, and will cause its Representatives shall accountants to review (and revise if necessary) the Preliminary Earnout Statement and to prepare a report based on such Preliminary Earnout Statement and deliver the provisions of this Agreement pertaining to the Shareholdersdetermination of Actual Pre-Tax Income, as so reviewed (and revised in necessary), setting forth its calculation of the Actual Pre-Tax Income of Stealth for such Earnout Period. As promptly as practicable, but no later than sixty (60) days after the end of such Earnout Period, the Sellers’ Representative Committee will cause the Preliminary Earnout Statement together with the report of Stealth’s accountants as to the Actual Pre-Tax Income for such Earnout Period to be delivered to the Buyer. The income statement to be prepared as part of each Preliminary Earnout Statement (each “Preliminary Income Statement”) shall (x) fairly present in all material respects the pre-tax income of Stealth for such Earnout Period in accordance with generally accepted accounting principles (“GAAP”) applied on a written basis consistent with those used in the preparation of the income statement of Stealth for the one-year period ended December 31, 2004 as prepared by Micronetics’ auditors and previously delivered to the Sellers’ Committee (an the “Earnout December 31, 2004 Income Statement”), setting forth Subversive’s calculation (y) include line items substantially consistent with those in the December 31, 2004 Income Statement, and (z) be prepared in accordance with accounting practices consistent with those used in the preparation of the Total CapitalDecember 31, Capital Proceeds2004 Income Statement; provided, Total Capital Shareshowever, WIP, Price Earnout Consideration, if any, that the Preliminary Income Statement shall exclude the effect of any application of so-called “push down” and Proceeds Earnout Consideration, if anypurchase accounting to the transactions contemplated by the Stock Purchase Agreement. Upon receipt of an Earnout StatementWhenever used in this Agreement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, term accounting practices includes accounting methods and other representatives and agents policies. The cost of the preparation of each Preliminary Earnout Statement shall be provided with reasonable access to borne equally by the financial books Sellers. 2.2 The parties hereto agree that they will cooperate and records work papers, accountants assist in the preparation of the Preliminary Income Statement for each Earnout Period and personnel of Subversive during business hours for the purpose of verifying the calculation of Actual Pre-Tax Income for each Earnout Period and in the foregoing conduct of the review referred to in this Section 2, including without limitation the making available to the extent necessary of books, records, work papers and the Earnout Consideration, as applicablepersonnel. 2.3 Buyer may dispute any amounts relating to Actual Pre-Tax Income reflected on (Bincluding any amounts omitted from) Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the a Preliminary Earnout Statement; provided, however, that such 30-day period Buyer shall have notified the Sellers’ Committee in writing (the “Dispute Notice”) of the disputed items not later than the later to occur of (a) the expiration of 30 calendar days of the delivery to Buyer of the Preliminary Earnout Statement, and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A)(b) the expiration of 100 days after March 31, 2006 or March 31, 2007, as the case may be. The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Each Dispute Notice shall specify have set forth, in such written notice, (i) the amount in dispute for each such item and (ii) the basis, in reasonable detail any contested amounts detail, for each such dispute. Whenever used in this Agreement, the term “accounting practices” includes accounting methods and policies. 2.4 Buyer’s accountants and the basis therefor and Sellers’ Committee’s accountants shall include a schedule setting forth attempt to reconcile any items timely raised in the Shareholders’ Representative’s determination Dispute Notice. Any written resolution by such accountants of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on any such Earnout Statement disputed amounts shall be final, binding and non-appealable conclusive on the parties. If any such written resolution by such accountants does not resolve all such disputed items raised by Buyer in the Dispute Notice permitted to be raised by Section 2.3 within 10 calendar days after receipt by the ShareholdersSellers’ Representative or Committee of Buyer’s Dispute Notice, the ▇▇▇▇▇▇ Shareholdersitems timely raised in the Dispute Notice by Buyer permitted to be raised by Section 2.3 that remain in dispute (the “Remaining Disputed Items”) shall be submitted for resolution to an Independent Accounting Firm. If “Independent Accounting Firm” means an Earnout Protest Notice is delivered prior accounting firm mutually appointed by the Sellers’ Committee and Buyer, preferably one of national reputation. Prior to its engagement, the applicable Earnout Protest DeadlineIndependent Accounting Firm shall agree to (i) resolve any Remaining Disputed Items and no others; and (ii) state in its written report referred to below that, any such amounts not disputed therein in its good faith judgment, it has resolved all Remaining Disputed Items in accordance with the provisions of this Section 2. The written report of the Independent Accounting Firm shall be final, binding and non-appealable by conclusive on Buyer and Sellers. The Independent Accounting Firm shall have the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders privileges and immunities of arbitrators and shall act in the capacity as arbitrators in connection with the undertakings described above in this Section 2.4. The fees and disbursements of the Independent Account Firm shall be paid within ten (10) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive allocated between Buyer and the Shareholders’ Representative are unable to resolve any disagreement with respect strictly Sellers in the proportion that the amounts submitted to the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in the Earnout Statement within thirty Independent Account Firm that are unsuccessfully disputed (30) days following Subversive’s receipt of the Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm (the “Accountants”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration shall be final and binding upon the parties. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Subversive and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive and the Shareholders’ Representative’s proposed adjustments thereto set forth in the Earnout Protest Notice, and such determination shall be final, binding and non- appealable. Each of Subversive, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and finally determined by the AccountantsIndependent Account Firm) of by each such party bears to the dollar value of the total disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense Funditems so submitted.

Earnout Statement. On or before the date that is ninety (A90) Not later than ten (10) Business Days days following the end of the Performance Earnout Measurement Period, Subversive the Surviving Entity (i) shall deliver or its Representatives cause to be delivered to the Stockholders an audited consolidated balance sheet and audited consolidated statements of income, equity and cash flows for the Company for the Earnout Measurement Period, prepared in accordance with the Accounting Principles, and (ii) shall prepare calculate and deliver or cause to be calculated and delivered to the Shareholders’ Representative Stockholders a written statement (an “Earnout Statement”), ) setting forth Subversivein reasonable detail the Surviving Entity’s good faith calculation of Operating Profit for the Earnout Measurement Period. The Stockholders may review each Earnout Statement and may make inquiries of the Surviving Entity, the Company and their respective Representatives, and the Surviving Entity and the Company will make available to the Stockholders, as reasonably requested, reasonable access to personnel and Representatives of the Company or the Surviving Entity involved in preparation of the Earnout Statement and access to all books, work papers, schedules or records of the Company, the Surviving Entity or their Representatives that are within their possession or control, in each case to the extent necessary to evaluate the Earnout Statement. If, within sixty (60) days following receipt of the final Earnout Statement setting forth the Surviving Entity’s calculation of the Total CapitalOperating Profit for the Earnout Measurement Period, Capital Proceedsthe Stockholders do not deliver to the Surviving Entity written notice of a dispute (in accordance with the following sentence) with respect to the calculations set forth in the Earnout Statement, Total Capital then the Operating Profit for the Earnout Measurement Period set forth in the Earnout Statement shall be deemed to be the final Operating Profit for the Earnout Measurement Period for all purposes under this Agreement and the Surviving Entity shall promptly pay or cause to be paid to the Stockholders, in accordance with their respective Pro Rata Shares, WIP, Price the applicable Earnout ConsiderationPayment, if any, for the Earnout Measurement Period as set forth in the Earnout Statement. If the Stockholders provide the Surviving Entity a written notice of dispute that objects to the Surviving Entity’s calculation of Operating Profit for the Earnout Measurement Period, specifying the basis for such objection in reasonable detail and Proceeds Earnout Consideration, if any. Upon receipt of an sets forth the proposed modification to such Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents such dispute shall be provided resolved in the same manner as any dispute regarding the Post-Closing Statement in accordance with reasonable access to the financial books and records work papers, accountants and personnel provisions of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable. (B) Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”Section 2.6(c), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and the Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection Payment shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders and shall be paid within ten made no later than five (105) Business Days thereafter in accordance with Section 2.04(b)(iii). (C) If Subversive and after the Shareholders’ Representative are unable to resolve any disagreement with respect strictly to date the calculations made in the determination of Capital Proceeds, Closing Net Proceeds, Price Earnout Consideration, Proceeds Earnout Consideration, Total Capital, Total Capital Shares or WIP in Operating Profit for the Earnout Statement within thirty (30) days following Subversive’s receipt of the Measurement Period and Earnout Protest Notice, then only the amounts in dispute will be referred to a mutually agreed accounting firm Payment are finally determined (the “AccountantsEarnout Payment Date”) for final determination within forty-five (45) days after such referral. Any other disputes with respect to the Earnout Statement may be submitted for confidential binding arbitration to the Judicial Arbitration and Mediation Services), Inc. (“JAMS”) for resolution in a confidential private arbitration in accordance with the streamlined rules and procedures of JAMS. Any such arbitration proceeding shall take place in the State of Delaware before a single arbitrator (rather than a panel of arbitrators) with substantial experience in contract law and shall remain confidential. The award rendered by arbitration shall be final and binding upon the parties. The determination by the Accountants of the amounts in dispute shall be based solely on presentations by Subversive and the Shareholders’ Representative. Any determination by the Accountants shall not be outside the range defined by the respective amounts in the Earnout Statement proposed by Subversive and the Shareholders’ Representative’s proposed adjustments thereto set forth in the Earnout Protest Notice, and such determination shall be final, binding and non- appealable. Each of Subversive, on the one hand, and ▇▇▇▇▇▇ Shareholders (jointly and severally) on the other hand, shall bear that percentage of the fees and expenses of the Accountants equal to the proportion (expressed as a percentage and determined by the Accountants) of the dollar value of the disputed amounts determined in favor of the other party by the Accountants. Notwithstanding the forgoing, any amount of fees and expenses determined to be owed by the ▇▇▇▇▇▇ Shareholders shall be paid out of the Expense Fundwithout deduction or offset.